-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUA9s167hR5WVSlx1VHhM3U7cL3e2WTAHQX+dJzcUUcxzM5zlsCbgSBXUfSQ3a+M QEWUmMI09AMe6jX8nub6jQ== 0001019687-07-001805.txt : 20070613 0001019687-07-001805.hdr.sgml : 20070613 20070613084851 ACCESSION NUMBER: 0001019687-07-001805 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIONIX CORP CENTRAL INDEX KEY: 0000764667 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 870428526 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 002-95626-D FILM NUMBER: 07916376 BUSINESS ADDRESS: STREET 1: 9272 JERONIMO RD STREET 2: SUITE 108 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494549283 MAIL ADDRESS: STREET 1: 9272 JERONIMO RD STREET 2: SUITE 108 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: SIONIX CORP /UT/ DATE OF NAME CHANGE: 19960515 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC CONTROL CORP /NV DATE OF NAME CHANGE: 19960422 FORMER COMPANY: FORMER CONFORMED NAME: SIONIX CORP DATE OF NAME CHANGE: 19960214 10QSB 1 sionix_10q-033107.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 Commission File Number 2-95626-D Sionix Corporation ------------------ (Exact name of small business issuer as specified in its charter) Nevada 87-0428526 ------- ---------- State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2082 Michelson Drive, Suite 306, Irvine, CA 92612 ------------------------------------------------- (Address of principal executive offices) 949 752-7980 ------------ (Issuer's telephone number) Not Applicable ----------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of May 15, 2007, there were 105,817,101 shares of Common Stock of the issuer outstanding. Transitional Small Business Disclosure Format (check one) ( ) Yes; (X) No CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This Report on Form 10-QSB contains a number of forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, products, future results and events and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, acquisitions, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," "will," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below "Management's Discussion and Analysis and Plan of Operation," as well as those discussed elsewhere in this Report, and the risks discussed in our most recently filed Annual Report on Form 10-KSB and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors that may affect our business. 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements SIONIX CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET AS OF MARCH 31, 2007 (Unaudited) ASSETS CURRENT ASSETS: Cash & cash equivalents $ 216,431 PROPERTY AND EQUIPMENT, NET 41,946 DEPOSIT 10,350 ------------ Total assets $ 268,726 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 222,244 Accrued expenses 1,348,480 Notes payable-related parties 129,000 Note payable-officers 37,860 Equity line of credit 177,336 ------------ Total current liabilities 1,914,920 Convertible notes, net 552,338 STOCKHOLDERS' DEFICIT Common stock, $0.001 par value;150,000,000 shares authorized; 105,817,101 shares issued and 105,335,201 shares outstanding 105,335 Additional paid-in capital 13,525,175 Shares to be issued 43,900 Deficit accumulated during development stage (15,872,942) ------------ Total stockholders' deficit (2,198,531) ------------ Total liabilities & stockholders' deficit $ 268,726 ============ The accompanying notes form an integral part of these unaudited financial statements 3 SIONIX CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited) CUMULATIVE FOR THE THREE MONTH PERIODS ENDED FOR THE SIX MONTH PERIODS ENDED FROM INCEPTION MARCH 31, MARCH 31, (OCTOBER 3, 1994) TO 2007 2006 2007 2006 MARCH 31, 2007 ---- ---- ---- ---- -------------- REVENUES $ -- $ -- $ -- $ -- $ -- OPERATING EXPENSES: General and administrative 282,804 104,490 487,224 205,011 12,230,522 Research and development -- -- -- -- 1,449,474 Impairment of intangible assets -- -- -- -- 1,267,278 Inventory obsolescence -- -- -- -- 365,078 Depreciation and amortization 7,995 7,996 15,788 15,741 516,194 ------------- ------------- ------------- ------------- ------------- Total operating expenses 290,799 112,486 503,012 220,753 15,828,546 ------------- ------------- ------------- ------------- ------------- LOSS FROM OPERATIONS (290,799) (112,486) (503,012) (220,753) (15,828,546) OTHER INCOME (EXPENSES) Interest income 505 -- 611 -- 54,268 Interest expense (51,346) (2,432) (70,588) (4,812) (305,275) Loss on settlement of debts -- -- -- (94,221) (230,268) Legal settlement -- -- -- -- 434,603 ------------- ------------- ------------- ------------- ------------- Total other income (expenses) (50,841) (2,432) (69,977) (99,033) (46,672) ------------- ------------- ------------- ------------- ------------- LOSS BEFORE INCOME TAXES (341,641) (114,919) (572,989) (319,786) (15,862,143) Income taxes -- -- 900 -- 10,800 ------------- ------------- ------------- ------------- ------------- NET LOSS $ (341,641) $ (114,919) $ (573,889) $ (319,786) $ (15,872,942) ============= ============= ============= ============= ============= BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.00) ============= ============= ============= ============= *BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING 105,459,175 102,524,186 105,459,175 102,524,186 ============= ============= ============= ============= *weighted average diluted number of shares are the same as basic weighted average number of shares as the effect is anti-dilutive. The accompanying notes form an integral part of these unaudited financial statements 4 SIONIX CORPORATION (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FROM INCEPTION (OCTOBER 3,1994) TO MARCH 31,2007 (Unaudited) DEFICIT COMMON STOCK ACCUMULATED TOTAL --------------------- ADDITIONAL STOCK STOCK STOCK UNAMORTIZED DURING STOCKHOLDERS' NUMBER OF PAID-IN TO BE SUBSCRIPTION TO BE CONSULTING DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL ISSUED RECEIVABLE CANCELLED FEES STAGE (DEFICIT) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Shares issued for cash- Oct 1994 10,000 $ 10 $ 90 $ -- $ -- $ -- $ -- $ -- $ 100 Net loss for period Oct 3, 1994 to Dec 31, 1994 -- -- -- -- -- -- -- (1,521) (1,521) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance December 31, 1994 10,000 10 90 -- -- -- -- (1,521) (1,421) Shares issued for assignment right 1,990,000 1,990 (1,990) -- -- -- -- -- -- Issuance of shares for services 572,473 572 135,046 -- -- -- -- -- 135,618 Issuance of shares for debt 1,038,640 1,038 1,164,915 -- -- -- -- -- 1,165,953 Issuance of shares for cash 232,557 233 1,119,027 -- -- -- -- -- 1,119,260 Issuance of shares for subscription note receivable 414,200 414 1,652,658 -- (1,656,800) -- -- -- (3,728) Issuance of shares for future production cost 112,500 113 674,887 -- (675,000) -- -- -- -- Net loss for the year ended December 31, 1995 -- -- -- -- -- -- -- (914,279) (914,279) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance December 31, 1995 4,370,370 4,370 4,744,633 -- (2,331,800) -- -- (915,800) 1,501,403 Issuance of shares for reorganization 18,632,612 18,633 (58,033) -- -- -- -- -- (39,400) Issuance of shares for cash 572,407 573 571,834 -- -- -- -- -- 572,407 Issuance of shares for services 24,307 24 24,283 -- -- -- -- -- 24,307 Net loss for the nine month ended September 30, 1996 -- -- -- -- -- -- -- (922,717) (922,717) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 1996 23,599,696 23,600 5,282,717 -- (2,331,800) -- -- (1,838,517) 1,136,000 Shares issued for cash 722,733 723 365,857 -- -- -- -- -- 366,580 Shares issued for service 274,299 274 54,586 -- -- -- -- -- 54,860 Cancellation of shares (542,138) (542) (674,458) -- 675,000 -- -- -- -- Net loss for the year ended September 30, 1997 -- -- -- -- -- -- -- (858,915) (858,915) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ 5 DEFICIT COMMON STOCK ACCUMULATED TOTAL --------------------- ADDITIONAL STOCK STOCK STOCK UNAMORTIZED DURING STOCKHOLDERS' NUMBER OF PAID-IN TO BE SUBSCRIPTION TO BE CONSULTING DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL ISSUED RECEIVABLE CANCELLED FEES STAGE (DEFICIT) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 1997 24,054,590 24,055 5,028,702 -- (1,656,800) -- -- (2,697,432) 698,525 Balance September 30, 1997 24,054,590 24,055 5,028,702 -- (1,656,800) -- -- (2,697,432) 698,525 Share issued for cash 2,810,000 2,810 278,190 -- -- -- -- -- 281,000 Share issued for service 895,455 895 88,651 -- -- -- -- -- 89,546 Shares issued for compensation 2,200,000 2,200 217,800 -- -- -- -- -- 220,000 Cancellation of shares (2,538,170) (2,538) (1,534,262) -- 1,656,800 -- -- -- 120,000 Net loss for the year ended September 30, 1998 -- -- -- -- -- -- -- (1,898,376) (1,898,376) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 1998 27,421,875 27,422 4,079,081 -- -- -- -- (4,595,808) (489,305) Shares issued for compensation 3,847,742 3,847 389,078 -- -- -- -- -- 392,925 Shares issued for service 705,746 706 215,329 -- -- -- -- -- 216,035 Shares issued for cash 9,383,000 9,383 928,917 -- -- -- -- -- 938,300 Net loss for the year ended September 30, 1999-Restated -- -- -- -- -- -- -- (1,158,755) (1,158,755) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 1999 41,358,363 41,358 5,612,405 -- -- -- -- (5,754,563) (100,800) Shares issued for cash 10,303,500 10,304 1,020,046 -- -- -- -- -- 1,030,350 Shares issued for compensation 1,517,615 1,518 1,218,598 -- -- -- -- -- 1,220,116 Shares issued for services 986,844 986 253,301 -- -- -- -- -- 254,287 Net loss for the year ended September 30, 2000 -- -- -- -- -- -- -- (2,414,188) (2,414,188) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2000 54,166,322 54,166 8,104,350 -- -- -- -- (8,168,751) (10,235) Shares issued for services and prepaid expenses 2,517,376 2,517 530,368 -- -- -- (141,318) -- 391,567 Share issued for cash 6,005,000 6,005 594,495 -- -- -- -- 600,500 100,000 share to be issued for cash -- -- -- 10,000 -- -- -- -- 10,000 639,509 Shares to be issued for debt settlement in 2001 -- -- -- 103,295 -- -- -- -- 103,295 Net loss for the year ended September 30, 2001 -- -- -- -- -- -- -- (1,353,429) (1,353,429) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ 6 DEFICIT COMMON STOCK ACCUMULATED TOTAL --------------------- ADDITIONAL STOCK STOCK STOCK UNAMORTIZED DURING STOCKHOLDERS' NUMBER OF PAID-IN TO BE SUBSCRIPTION TO BE CONSULTING DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL ISSUED RECEIVABLE CANCELLED FEES STAGE (DEFICIT) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2001 62,688,698 62,688 9,229,213 113,295 -- -- (141,318) (9,522,180) (258,302) Balance September 30, 2001 62,688,698 62,688 9,229,213 113,295 -- -- (141,318) (9,522,180) (258,302) Shares issued for services and prepaid expenses 1,111,710 1,112 361,603 -- -- -- 54,400 -- 417,115 Shares issued as contribution 100,000 100 11,200 -- -- -- -- -- 11,300 Shares issued for compensation 18,838 19 2,897 -- -- -- -- -- 2,916 Shares issued for cash 16,815,357 16,815 1,560,782 (10,000) -- -- -- -- 1,567,597 Shares issued for debt settlement 1,339,509 1,340 208,639 (103,295) -- -- -- -- 106,684 Shares to be issued for services related to equity raising - - 967,742 shares -- -- (300,000) 300,000 -- -- -- -- -- Cancellation of shares (7,533,701) (7,534) -- -- -- -- -- -- (7,534) Net loss for the year ended September 30, 2002 -- -- -- -- -- -- -- (1,243,309) (1,243,309) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2002 74,540,411 74,540 11,074,334 300,000 -- -- (86,918) (10,765,489) 596,467 Shares issued for services 2,467,742 2,468 651,757 (300,000) -- -- -- -- 354,225 Shares issued for capital equity line 8,154,317 8,154 891,846 -- -- -- -- -- 900,000 Amortization of consulting fees -- -- -- -- -- -- 86,918 -- 86,918 Cancellation of shares (50,000) (50) 50 -- -- -- -- -- -- 7,349,204 shares to be cancelled -- -- 7,349 -- -- (7,349) -- -- -- Net loss for the year ended September 30, 2003 -- -- -- -- -- -- -- (1,721,991) (1,721,991) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2003 85,112,470 85,112 12,625,336 -- -- (7,349) -- (12,487,480) 215,619 Shares issued for capital equity line 19,179,016 19,179 447,706 -- -- -- -- -- 466,885 Shares issued for services 5,100,004 5,100 196,997 -- -- -- (13,075) -- 189,022 963,336 shares to be issued for cash -- -- -- 28,900 -- -- -- -- 28,900 500,000 shares to be issued for debt settlement -- -- -- 15,000 -- -- -- -- 15,000 Cancelled shares (7,349,204) (7,349) -- -- -- 7,349 -- -- -- Net loss for the year ended September 30, 2004 -- -- -- -- -- -- -- (1,568,770) (1,568,770) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ 7 DEFICIT COMMON STOCK ACCUMULATED TOTAL --------------------- ADDITIONAL STOCK STOCK STOCK UNAMORTIZED DURING STOCKHOLDERS' NUMBER OF PAID-IN TO BE SUBSCRIPTION TO BE CONSULTING DEVELOPMENT EQUITY SHARES AMOUNT CAPITAL ISSUED RECEIVABLE CANCELLED FEES STAGE (DEFICIT) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2004 102,042,286 102,042 13,270,039 43,900 -- -- (13,075) (14,056,250) (653,344) Amortization of consulting fees -- -- -- -- -- -- 13,075 -- 13,075 Net loss for the year ended September 30, 2005 -- -- -- -- -- -- -- (467,917) (467,917) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2005 102,042,286 102,042 13,270,039 43,900 -- -- -- (14,524,167) (1,108,186) Net loss for the year ended September 30, 2006 -- -- -- -- -- -- -- (774,887) (774,887) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance September 30, 2006 102,042,286 102,042 13,270,039 43,900 -- -- -- (15,299,053) (1,883,073) Issuance of shares for services 3,292,915 3,293 29,636 -- -- -- -- -- 32,929 Beneficial conversion feature -- -- 225,500 -- -- -- -- -- 225,500 Net loss for the period ended March 31, 2007 -- -- -- -- -- -- -- (573,889) (573,889) ------------ -------- ------------ --------- ------------ -------- --------- ------------ ------------ Balance March 31, 2007 105,335,201 $105,335 $ 13,525,175 $ 43,900 $ -- $ -- $ -- $(15,872,942) $ (2,198,531) ============ ======== ============ ========= ============ ======== ========= ============ ============ The accompanying notes form an integral part of these unaudited financial statements 8 SIONIX CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) CUMULATIVE FOR THE SIX MONTH PERIODS FROM INCEPTION ENDED MARCH 31, (OCTOBER 3, 1994) 2007 2006 TO MARCH 31, 2007 ------------ ------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (573,889) $ (319,786) $(15,872,942) Adjustments to reconcile net loss to net cash provided by (used in ) operating activities: Depreciation and amortization 15,788 15,741 603,110 Amortization of consulting fees -- -- 13,075 Amortization of debt discount on convertible NP 27,838 -- 27,838 Issuance of common stock for compensation -- -- 1,835,957 Issuance of common stock for services 32,929 -- 2,129,486 Impairment of assets -- -- 514,755 Write-down of obsolete assets -- -- 38,862 Impairment of intangible assets -- -- 1,117,601 Loss on settlement of debts -- 94,221 130,268 Other -- -- 40,370 Increase in other current assets -- -- (510,727) Decrease in other receivable -- -- 3,000 Increase in deposits (10,350) 6,269 (10,350) Increase (decrease) in accounts payable (50,366) 4,812 292,245 Increase in accrued interest 42,750 186,784 111,431 Increase (decrease) in accrued expense 168,959 -- 1,236,874 ------------ ------------ ------------ Total adjustments 227,547 307,827 7,573,795 ------------ ------------ ------------ Net cash provided by (used in) operating activities (346,342) (11,959) (8,299,148) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of patents -- -- (154,061) Purchase of equipment (12,972) -- (393,146) ------------ ------------ ------------ Net cash used in investing activities (12,972) -- (547,207) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of notes 750,000 47,780 1,207,433 Proceeds from (payment for) notes payable under equity line of credit (150,000) -- 606,000 Payment of notes (28,800) (35,810) (180,642) Issuance of common stock for cash -- -- 7,376,094 Receipt of cash for stock to be issued -- -- 53,900 ------------ ------------ ------------ Net cash provided by financing activities 571,200 11,970 9,062,785 ------------ ------------ ------------ Net increase in cash & cash equivalents 211,887 11 216,431 CASH & CASH EQUIVALENTS, BEGINNING 4,544 343 -- ------------ ------------ ------------ CASH & CASH EQUIVALENTS, ENDING $ 216,431 $ 355 $ 216,431 ============ ============ ============ Supplemental disclosure: Interest paid $ -- $ -- ============ ============ Income tax paid $ -- $ -- ============ ============ The accompanying notes form an integral part of these unaudited financial statements
9 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Sionix Corporation (the "Company") was incorporated in Utah in 1985. The Company was formed to design, develop, and market automatic water filtration system primarily for small water districts. The Company has completed its reincorporation as a Nevada corporation, effective July 1, 2003. The reincorporation was completed pursuant to an Agreement and Plan of Merger between Sionix Corporation, a Utah corporation ("Sionix Utah") and its wholly-owned Nevada subsidiary, Sionix Corporation ("Sionix Nevada"). Under the merger agreement, Sionix Utah merged with and into Sionix Nevada, and each share of Sionix Utah's common stock was automatically converted into one share of common stock, par value $0.001 per share, of Sionix Nevada. The merger was effected by the filing of Articles of Merger, along with the Agreement and Plan of Merger, with the Secretary of State of Nevada. The Company is a development stage company as defined in Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises." The Company is in the development stage and its efforts have been principally devoted to research and development, organizational activities, and raising capital. All losses accumulated since inception has been considered as part of the Company's development stage activities. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The audited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these consolidated financial statements reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The results of the six months ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year ending September 30, 2007. REVENUE RECOGNITION The Company's policy to recognize revenues is in accordance with SEC Staff Accounting Bulletin No. 101, or other specific authoritative literature, as applicable. Accordingly, revenues from products sales are recorded when all four of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered;(iii) the Company's price to the buyer is fixed or determinable; and (iv) collectibility is reasonably assured. The Company's policy is to report its sales levels on a net revenue basis, with net revenues being computed by deducting from gross revenues the amount of actual sales returns and the amount of reserves established for anticipated sales returns. The Company's policy for shipping and handling costs, billed to customers, is to include it in revenue in accordance with Emerging Issues Task Force ("EITF") issue No. 00-10, "Accounting for Shipping and Handling Revenues and Costs." The purpose of this issue was to clarify the classification of shipping and handling revenues and costs. The consensus reached was that all shipping and handling billed to customers should be recorded as revenue. Accordingly, the Company records its shipping and handling amounts within net sales and operating expenses. The Company has not earned any revenue since its inception to the date of this report. STOCK-BASED COMPENSATION Effective October 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123-R, "Share-Based Payment" ("SFAS 123-R"), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options based on their fair values. SFAS 123-R supersedes Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), which the Company previously followed in accounting for stock-based awards. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) to provide guidance on SFAS 123-R. The Company has applied SAB 107 in its adoption of SFAS 123-R. 10 NET LOSS PER SHARE Net loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. ESTIMATES The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. CASH AND CASH EQUIVALENTS Cash and cash equivalents represent cash and short-term highly liquid investments with original maturities of three months or less. PROPERTY AND EQUIPMENT Property and equipment is stated at cost. The cost of additions and improvements are capitalized while maintenance and repairs are expensed as incurred. Depreciation of property and equipment is provided on a straight-line basis over the estimated five year useful lives of the assets. PROVISION FOR INCOME TAXES The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 11 ADVERTISING The cost of advertising is expensed as incurred. Total advertising costs were $2,465 and $3,310 for the six month periods ended March 31, 2007 and 2006, respectively. RECLASSIFICATION For comparative purposes, prior period's consolidated financial statements have been reclassified to conform to report classifications of the current period. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This statement clarifies the definition of fair value, establishes a framework for measuring fair value and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Management has not determined the effect, if any, of the adoption of this statement will have on the financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans-- an amendment of FASB Statements No. 87, 88, 106, and 132(R)". One objective of this standard is to make it easier for investors, employees, retirees and other parties to understand and assess an employer's financial position and its ability to fulfill the obligations under its benefit plans. SFAS No. 158 requires employers to fully recognize in their financial statements the obligations associated with single-employer defined benefit pension plans, retiree healthcare plans, and other postretirement plans. SFAS No. 158 requires an employer to fully recognize in its statement of financial position the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. SFAS No. 158 requires an entity to recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87. This Statement requires an entity to disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Company is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures for fiscal years ending after December 15, 2006. Management believes that this statement will not have a significant impact on the financial statements. In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements. 12 The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. Note 3. PROPERTY AND EQUIPMENT Equipment and machinery $ 200,776 Furniture and fixtures 22,183 ----------- 222,959 Less accumulated depreciation (181,013) ----------- $ 41,946 =========== Depreciation expenses for the six month period ended March 31, 2007 and 2006 were $15,778 and $15,741, respectively. Note 4. ACCRUED EXPENSES Accrued expenses comprised of the following at December 31, 2006: Payroll taxes $ 144,472 Accrued Wages 1,037,283 Interest payable 94,449 Other accruals 72,276 ------------ Total $ 1,348,480 ============ Note 5. NOTES PAYABLE RELATED PARTIES The Company has received advances in the form of unsecured promissory notes from stockholders in order to pay ongoing operating expenses. These notes are at interest rates up to 13% and are due on demand. As of March 31, 2007 and 2006, notes payable amounted to $129,000 and $97,000, respectively. Accrued interest on the notes amounted to $58,106 and $46,430 as of March 31, 2007 and 2006, respectively. 13 OFFICERS Notes payables to officers are unsecured, interest free and due on demand. Proceeds from these notes payable were used to pay ongoing operating expense. The balances at December 31, 2006 and 2005 were $47,860 and $52,580, respectively. Note 6. NOTES PAYABLE UNDER EQUITY LINE OF CREDIT During the year ended September 30, 2003, the Company received $1,307,500 proceeds from promissory notes to Cornell Capital Partners, LP, net of 4% fee of $56,000 and $36,500 for escrow and other fees. The Company has settled $900,000 by issuing shares of common stock during the year ended September 30, 2003 (note 7). The notes payable outstanding at September 30, 2003, amounted to $500,000. The balance for the note payable outstanding at September 30, 2004 and 2005 were $ 233,115 and $ 233,115, respectively. In 2006, Company has entered into a settlement agreement with Cornell Capital Partner to pay the total amount of $327,336; $50,000 shall be paid on or before November 15, 2006, $25,000 payable per month on the 15th day of each month commencing December 15, 2006, with the balance of $27,336 due and payable on or before October 15, 2007. The Company recorded loss on settlement on debt of $94,221 for the year ended September 30, 2006. The balances payable were $177,336 and $327,336 as of March 31, 2007 and 2006, respectively. Note 7. CONVERTIBLE NOTES During the six month period ended March 31, 2007, the Company entered into various debentures (Bridge Note) agreements with several investors. As per the terms of the agreement the note bears a simple interest rate of 10% per annum. The note will automatically mature and the entire outstanding principal amount, together with all unpaid and accrued interest, shall become due and payable after the earlier of (i) the eighteen (18) month anniversary of the date of issuance (ii) an event of default or (iii) the closing of any equity related financing by the Company in which the gross proceeds to the Company are at least $2,500,000, unless, prior to such time, this note shall have been converted into shares of the Company's common stock. The note is convertible into shares of common stock of the Company at $0.05 per share or shares of any equity security issued by the Company at a conversion price equal to the price at which such security is sold to any other party. The conversion price is adjustable as per the terms of the agreement for the subsequent issuances of equity security at a price different than the conversion price. The conversion price is also adjustable if the registration statement is not declared effective within 180 days after the closing but in no case the conversion price to be reduced below $0.04 per share. As of March 31, 2007, the Company recorded beneficial conversion feature expense of $27,838 and the unamortized beneficial conversion feature amount of $197,662 showing as net of the note payable amount of $750,000. The Company recorded an interest expense of $25,568 on the notes. 14 Note 8. STOCKHOLDERS' EQUITY COMMON STOCK The Company has 150,000,000 authorized shares with 0.001 par value. As of March 31, 2007, the Company had 105,817,101 shares issued and 105,335,201 shares outstanding. During the six month period ended March 31, 2006, the company issued 3,292,915 shares valued at $0.01 per shares for consulting service. STOCK OPTIONS 2001 Executive Officers Stock Option Plan On October of 2000, the company entered into amendments to the employment agreement with each of the executive officers eliminating the provisions of stock bonuses. In lieu of the bonus provision, the Company adopted the 2001 Executive Officers Stock option Plan. The Company reserved 7,576,680 shares for issuance under the plan. Options outstanding: Weighted Average Exercise Price Number of Options Outstanding at September 30, 2006 $0.15 7,343,032 Granted - - Forfeited - - Exercised - - - -------------------------------------------------------------------------------- Outstanding at March 31, 2007 $0.15 7,343,032 A summary of the Company's option activity is listed below: Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Stock Stock Remaining Price of Price of Exercise Options Options Contractual Options Options Price Outstanding Exercisable Life Outstanding Exercisable - ------- ----------- ----------- ---- ----------- ----------- $ 0.15 7,343,032 7,343,032 3 years $ 0.15 $ 0.15 The fair value of the options was calculated using the Black-Scholes option valuation model with the following weighted-average assumptions: Dividend yields of 0%; risk free interest rates of 6%; expected volatility of 100% and expected lives of 4.9 years. All options were vested prior to September 30, 2006. No options are vested during the six month period ended March 31, 2007. 15 Note 9. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through March 31, 2007, the Company had incurred cumulative losses of $15,872,942, including current loss of $573,889. The Company's successful transition from a development stage company to attaining profitable operations is dependent upon obtaining financing adequate to fulfill its research and development activities, production of its equipment and achieving a level of revenues adequate to support the Company's cost structure. Management's plan of operations anticipates that the cash requirements for the next twelve months will be met by obtaining capital contributions through the sale of common stock and cash flow from operations. However, there is no assurance that the Company will be able to implement its plan. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION GENERAL. The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto, included elsewhere in this Quarterly Report on Form 10-QSB. Except for the historical information contained in this report, the following discussion contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in our most recent Annual Report on Form 10-KSB should be read as being applicable to all related forward-looking statements wherever they appear in this Report. Our actual results may differ materially from the results discussed in the forward-looking statements, as a result of certain factors including, but not limited to, those discussed elsewhere herein and in our most recent Annual Report on Form 10-KSB. PLAN OF OPERATION. During the next twelve months we plan to install a test ELIXIR unit at the Villa Park Dam under our arrangement with the Serrano Water District, and commence testing of the unit. We believe that if the unit operates successfully, we will be in a position to aggressively market the ELIXIR product, using the Villa Park Dam unit as a prototype for additional installations. We plan to engage in substantial promotional activities in connection with the installation and operation of the unit, including media exposure and access to other public agencies and potential private customers. If the unit operates successfully, we believe we will receive orders for additional units. Depending on the availability of financing, we plan to establish a manufacturing facility in Southern California to commence production of the units. Depending on the size of the planned facility, we believe it may require capital expenditures in the range of $5 million to $20 million. In addition to capital expenditures, this will require hiring of a substantial number of additional employees. We anticipate that all of our capital needs will need to be funded by equity financing. RESULTS OF OPERATIONS (THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THREE MONTHS ENDED MARCH 31, 2006). The Company was relatively inactive during the quarter ended March 31, 2006 due to lack of resources. During the first six months of fiscal 2007, the Company raised $750,000 through the sale of Convertible Debentures, and n able to resume activities in the first quarter of fiscal 2007. Revenues for both the three month period ended March 31, 2006 and the three month period ended March 31, 2007. were zero, as the Company had not yet commenced the sale of products. General and administrative expenses for the period of three months ended March 31, 2007 totaled $282,804, an increase of $178,314 over the $104,490 incurred in the corresponding period in 2006, due to the resumption of development and capital-raising activities. Interest expense increased to $51,346 from $2,432 in the 2006 quarter, representing interest on the Convertible Debentures issued during the past six months. 16 As a result of these items, the loss for the three months ended March 31, 2007 was $341,641, an increase of $226,722 over the loss of $114,919 for the corresponding period in the 2006 fiscal year. LIQUIDITY AND CAPITAL RESOURCES. On March 31, 2007, the Company had cash and cash equivalents of $216,431. The sole source of liquidity has been borrowings from affiliates and the sale of securities. During the period the Company raised $127,500 from the sale of Secured Convertible Promissory Notes. Management anticipates that additional capital will be required to finance the Company's operations. The Company believes that anticipated proceeds from sales of securities and other financing activities, plus possible cash flow from operations during the 2007 fiscal year, will be sufficient to finance the Company's operations. However, the Company has no commitments for financing, and there can be no assurance that such financing will be available or that the Company will not encounter unforeseen difficulties that may deplete its capital resources more rapidly than anticipated. Also, the Company may not be able to generate revenues from operations during the fiscal year. As of March 31, 2007, the Company had an accumulated deficit of $15,872,942. It can be expected that the future operating results will continue to be subject to many of the problems, expenses, delays and risks inherent in the establishment of a developmental business enterprise, many of which the Company cannot control. GOING CONCERN OPINION. We currently have insufficient assets to continue our operations, unless we secure additional financing. As a result of our ongoing losses, lack of revenues from operations, and accumulated deficits at December 31, 2006, there is doubt about our ability to continue as a going concern. ITEM 3. CONTROLS AND PROCEDURES. At the end of the period covered by this Form 10-QSB, the Company's management, including its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer determined that such controls and procedures are effective to ensure that information relating to the Company required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There have been no changes in the Company's internal controls over financial reporting that were identified during the evaluation that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 17 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended March 31, 2007, the Company issued Secured Convertible Promissory Notes in the aggregate amount of $127,500 to six investors. The Secured Convertible Promissory Notes are convertible at the rate of $.05 per share, bear interest at the rate of 10% per annum and become due and payable eighteen months after issuance (or earlier, if the Company consummates an equity financing with proceeds of $2.5 million or more.) Under an Investors Rights Agreement entered into with the noteholders, the Company is required to file a Registration Statement covering the shares of Common Stock issuable upon conversion, and to cause the Registration Statement to be declared effective within 180 days after the date of issuance of the Secured Convertible Promissory Notes. If the Registration Statement is not declared effective within this time frame, the conversion price is automatically reduced by $.0025 each thirty days until the Registration Statement is declared effective, but the conversion price cannot be reduced below $.04 per share. As of the date of this Report, the Company has not filed the Registration Statement contemplated by the Investors' Rights Agreement. The Company believes such sales were exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4 (2) thereof and Regulation D thereunder. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS 31.1 Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIONIX CORPORATION Date: June 12, 2007 By: /s/ James J. Houtz --------------------------------------- James J. Houtz, President By: /s/ Robert McCray --------------------------------------- Robert McCray, Chief Financial Officer 19 EX-31.1 2 sionix_10qex31-1.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J. Houtz, President and Chief Executive Officer of Sionix Corporation, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Sionix Corporation for the period ended March 31, 2007; 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 registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer 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 registrant 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 registrant, 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 registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant'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 registrant'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 registrant's internal control over financial reporting. Date: June 12, 2007 /s/ James J. Houtz ------------------- James J. Houtz President EX-31.2 3 sionix_10qex31-2.txt EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert E. McCray, Chief Financial Officer of Sionix Corporation, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Sionix Corporation for the year period ended March 31, 2007; 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 registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer 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 registrant 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 registrant, 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 registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant'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 registrant'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 registrant's internal control over financial reporting. Date: June 12, 2007 /s/ Robert E. McCray ----------------------- Robert E. McCray Chief Financial Officer EX-32.1 4 sionix_10qex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 OF QUARTERLY REPORT ON FORM 10 - QSB OF SIONIX CORPORATION FOR THE PERIOD ENDED MARCH 31, 2007 The undersigned is the Chief Executive Officer of Sionix Corporation (the "Company"). This certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This certification accompanies the Quarterly Report on Form 10-QSB of the Company for the period ended March 31, 2007 (the "Report"). I, James J. Houtz, certify that: (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is executed as of June 12, 2007 /s/ James J. Houtz ------------------ James J. Houtz, Chief Executive Officer EX-32.2 5 sionix_10qex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 OF QUARTERLY REPORT ON FORM 10 - QSB OF SIONIX CORPORATION FOR THE PERIOD ENDED MARCH 31, 2007 The undersigned is the Chief Financial Officer of Sionix Corporation (the "Company"). This certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This certification accompanies the Quarterly Report on Form 10-QSB of the Company for the period ended March 31, 2007 (the "Report"). I, Robert E. McCray, certify that: (i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is executed as of June 12, 2007 /s/ Robert E. McCray -------------------- Robert E. McCray, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----