8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  August 18, 2009 (August 7, 2009)

SIONIX CORPORATION

(Exact name of Company as specified in Charter)

Nevada	002-95626-D	87-0428526
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

3880 East Eagle Drive

Anaheim, California 92807

(Address of Principal Executive Offices)

(714) 678-1000

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2009 Sionix Corporation (the “Company”) entered into a Waiver and Amendment Agreement (the “Waiver”) with all of the current and past holders of certain Secured Convertible Promissory Notes (the “Notes”) issued by the Company from October 2006 to February 2007.  The Notes each included a provision requiring a reduction of the Note conversion price in the event of certain dilutive issuances.  On June 6, 2007, the Company issued convertible promissory notes in the aggregate principal amount of $86,000 (the “Penny Notes”).  Upon the satisfaction of certain conditions, the Penny Notes could be converted into common stock at a conversion price of $0.01 per share, which would have constituted a dilutive issuance under the Notes and which would have required the Company to reduce the conversion price of the Notes from $0.05 to $0.01.  By signing the Waiver, the holders of the Notes agreed to forever waive, as of and after the respective issuance dates of the Notes, any reduction of the conversion price that would have or should have occurred as a result of the issuance of the Penny Notes.  Furthermore, by signing the Waiver the holders of the Notes (i) waived the occurrence of an Event of Default (as defined in the Notes) occurring as a result of the failure of the Company to notify the holders of their right to a conversion price adjustment as required by the Notes and (ii) waived all remedies associated with such event.  In exchange for the Waiver, the Company extended the right to convert the Notes from their respective maturity dates until the respective dates that the Notes are repaid in full.

Item 4.01 Changes in Registrant’s Certifying Accountant.

As reported in the Current Report on Form 8-K filed by the Company on July 29, 2009, on July 23, 2009, the Company’s board of directors (the “Board”) voted to engage the independent accounting firm of Windes & McClaughry Accountancy Corporation (“Windes”), as the principal accountant to audit the Company’s financial statements.  On August 7, 2009, the Board, after discussion with Windes, concluded that as a result  of the issuance of the Penny Notes (described above), the Company’s previously issued financial statements for the fiscal years ended September 30, 2007 and September 30, 2008 and for the quarterly periods ended December 31, 2006, March 31, 2007, June 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008, December 31, 2008 and March 31, 2009 may need to be restated.

In light of the events described in this filing, the Board approached Kabani & Company, Inc. (Kabani) to serve as the Company’s independent auditor.  Because of Kabani’s previous long association with the Company, the Board determined that it was in the Company’s best interest to reengage Kabani.  During the two most recent fiscal years and the interim period through the date of re-engagement, the Company had not consulted with Kabani regarding the application of accounting principles to a specified transaction, completed or proposed, or regarding the type of audit opinion that might be rendered on the Company’s financial statements.  Accordingly, on August 12, 2009, the Board voted in favor of dismissing Windes as the Company’s auditor and then voted in favor of reengaging Kabani.  The Board’s actions took effect on August 13, 2009. The restatement of the Company’s financial statements was not completed prior to the dismissal of Windes.

The Company did not have any disagreements with Windes on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Windes, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.  Windes has not issued a report on the financial statements of the Company.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

(a) As noted in Item 4.01 above, on August 7, 2009, the Board, after its discussion with Windes, which was then our independent registered public accounting firm, concluded that there were errors in our financial statements for the fiscal years ended September 30, 2007 and September 30, 2008, and that there also were errors in the interim financial statements for those years, as discussed in Item 4.01 above, and that the financial statements needed to be restated. The errors include the following:

(i)           On May 28, 2008 the Company determined that the conversion feature included in the Notes required equity classification using the intrinsic value method and subsequently restated its financial statements for the fiscal year ended September 30, 2007 and the quarter ended December 31, 2007 to include that information. The Company has since performed additional analysis and determined that the conversion feature required liability classification using the fair value due to the anti-dilution term within the Notes.

(ii)           On May 28, 2009 the Company determined that the conversion feature included in compensation to be paid to the members of its Advisory Board should have been calculated using the fair value method and restated it financial statements for the fiscal year ended September 30, 2007 and December 31, 2007 to include that information.  Subsequently, the Company performed additional analysis and determined that the conversion feature required the use of the intrinsic value method.

On August 7, 2009 our board of directors determined that our previously issued financial statements for the fiscal years ended September 30, 2007 and September 30, 2008 and for the quarterly periods ended December 31, 2006, March 31, 2007, June 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008, December 31, 2008 and March 31, 2009 could no longer be relied upon and that we will be required to file amended Form 10-K/As for the years ended September 30, 2008 and 2007 and amended Form 10-Q/As for the three, six and nine month periods ended December 31, 2006, 2007 and 2008, March 31, 2007, 2008 and 2009 and June 30, 2007 and 2008 (collectively, the “Periods to be Restated”).  We intend to file these reports as soon as practicable.  Until the amended reports are filed, we are continuing our investigations with respect to these matters as well as any other potential additional adjustments.  We also intend to amend this Current Report on Form 8-K to illustrate the changes to our financial statements as a result of the restatement on or before August 19, 2009.

Management is assessing the effect of the restatement on our internal control over financial reporting and our disclosure controls and procedures.  Management will not reach a final conclusion on the effect of the restatements on internal control over financial reporting and disclosure controls and procedures until completion of the restatement process.

Members of our Board and our Chief Financial Officer discussed the errors with Windes, and our Board and executive officers continue to discuss all of these matters with Kabani, our reengaged independent registered public accounting firm.

(b)           On August 15, 2009, Kabani advised the Company that its audit reports and completed interim reviews with respect to the Periods to be Restated should no longer be relied upon because of the errors cited in subparagraphs (i) and (ii) of Item 4.02(a) above.  Members of our Board and executive officers have discussed and continue to discuss these matters with Kabani.

Item 9.01	Financial Statements and Exhibits
	10           Form of Waiver and Amendment Agreement. 16           Letter re Change in Certifying Accountant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 18, 2009

SIONIX CORPORATION

By: /s/ Rodney Anderson                     

Rodney Anderson

Interim Chief Executive Officer

EX-10

Exhibit 10

WAIVER AND AMENDMENT AGREEMENT

THIS WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 13, 2009, is made and entered into by and among Sionix Corporation, a Nevada corporation (“Sionix”), and all of the current and past holders of the Secured Convertible Promissory Notes of Sionix (the “Holders”), with reference to the following:

RECITALS

WHEREAS, the Holders constitute all of the current and past holders of the Secured Convertible Promissory Notes of Sionix issued from October 2006 through February 2007 in the aggregate principal amount of $750,000 (each, a “Note”, collectively, the “Notes”), which were initially convertible, until the respective maturity dates of the Notes, into shares of common stock of Sionix (“Common Stock”) at a price of $0.05 per share, which price was subsequently adjusted to $0.04 per share (the “Note Conversion Price”) pursuant to Section 1(f) of the Notes;

WHEREAS, Section 1(b) of the Notes contains a provision requiring a reduction of the Note Conversion Price in the event of certain Dilutive Issuances (as defined in the Notes);

WHEREAS, on June 6, 2007, Sionix issued convertible promissory notes in the aggregate principal amount of $86,000 which, upon the satisfaction of certain conditions, could be converted into Common Stock at a conversion price of $0.01 per share (the “Penny Notes”);

WHEREAS, absent a waiver pursuant to Section 1(b)(vi) of the Notes, the issuance of the Penny Notes would constitute a Dilutive Issuance within the meaning of the Notes, thereby triggering a reduction of the Note Conversion Price from $0.04 to $0.01 per share;

WHEREAS, the Holders are agreeing to waive all Note Conversion Price adjustments that occurred or should have occurred as a result of the issuance of the Penny Notes in consideration of Sionix agreeing to extend the convertibility of each Note until such time as the Note is or was paid in full;

NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holders hereby agree as follows:

Section 1.Waiver of Conversion Price Adjustments.  The Holders hereby forever waive, as of and after the respective issuance dates of the Notes, any reduction of the Conversion Price that would have or should have occurred as a result of the issuance of the Penny Notes.  Accordingly, pursuant to Section 1(b)(vi) of the Notes, the Holders hereby agree that the issuance of the Penny Notes is exempt from the anti-dilution adjustment provisions of Section 1(b) of the Notes, and that the Penny Notes do not constitute Additional Shares of Common Stock (as defined in the Notes).

Section 2.Waiver of Event of Default.  The Holders hereby forever waive the occurrence of an Event of Default (as defined in the Notes) occurring as a result of Sionix’ failure to notify the Holders of a Conversion Price adjustment as required by Section 1(g) of the Notes and hereby waive all remedies associated with such event.

Section 3.Amendment.  The phrase “At any time prior to the Maturity Date” appearing at the beginning of Section 1(a) of the Notes is hereby amended and replaced with the following phrase:  “At any time prior to repayment of this Note in full”.

Section 4.Acknowledgment.  Each Holder acknowledges and agrees that (i) by executing this Agreement, the Holder is relinquishing material anti-dilution rights under the Notes; and (ii) the Holder has consulted, or had the opportunity to consult, the Holder’s legal counsel and financial advisor(s) in connection with the execution of this Agreement.

Section 5.Accredited Investor.  Each Holder represents and warrants to Sionix that the Holder is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended.

Section 6.Further Action.  The Holders agree to take such further action and execute such additional agreements, instruments or documents as Sionix may reasonably request from time to time in order to fully execute the purposes of this Agreement.

Section 7.Recitals Incorporated.  The Recitals of this Agreement are incorporated herein and made a part hereof.

Section 8.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto.  If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or email of a PDF file, such facsimile or emailed PDF document shall for all purposes be treated as if manually signed by the party whose signature appears.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Waiver and Amendment Agreement as of the date first written above.

Sionix Corporation

By: ______________________________

Name: Rodney Anderson

Title:   Chief Executive Officer

[HOLDERS’ SIGNATURE PAGES FOLLOW]

[HOLDER’S SIGNATURE PAGE TO WAIVER AND AMENDMENT AGREEMENT]

IN WITNESS WHEREOF, the undersigned Holder has executed and delivered this Waiver and Amendment Agreement as of the date first set forth above.

Name of Holder:

_______________________________

Signature: _________________________________

Name of signatory if holder is an entity:

_____________________

Title of signatory if holder is an entity:

______________________

EX-16

Exhibit 16

August 17, 2009

Office of the Chief Accountant

SECPS Letter File

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC  20549

Re:  Sionix  Corporation

File No. 002-95626-D

We  have  read  the  statements  that  we  understand Sionix  Corporation will include  under  Item  4.01 and 4.02 of the Form 8-K report, dated August 7, 2009.  We agree with such statements made regarding our firm.

Very truly yours,

/s/Kabani & Company, Inc.