S-8

As filed with the Securities and Exchange Commission on January 31, 2013

Registration No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________________

Sionix Corporation

(Exact name of registrant as specified in its charter)

Nevada	87-0428526
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

914 Westwood Boulevard, Box 801 Los Angeles, California	90024
(Address of principal executive offices)	(Zip Code)

Sionix Corporation 2011 Equity Incentive Plan

(Full title of the plan)

Kenneth Calligar

Interim Chief Executive Officer

Sionix Corporation

914 Westwood Boulevard, Box 801

Los Angeles, California 90024

(Name and address of agent for service)

(704) 971-8400

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value		10,000,000	$	0.01	$	100,000	$	13.64

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover such indeterminate number of additional shares of the registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the registrant’s outstanding shares to be offered pursuant to the applicable plan described herein.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended, based on the average of the closing bid and asked prices for the registrant’s common stock as reported on the OTC Bulletin Board on January 29, 2013.

GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2011 (File No. 333-175009) is hereby incorporated by reference.

PART II

Information Required in the Registration Statement

Item 5. Interests of Named Experts and Counsel.

Richardson & Patel LLP has rendered an opinion relating to the issuance of the common stock being registered.  Richardson & Patel LLP and its principals have accepted shares of the Registrant’s common stock in exchange for services rendered to the Registrant in the past and, although the law firm and its principals are under no obligation to do so, they may continue to accept the Registrant’s common stock for services rendered by them. As of the date of this registration statement, Richardson & Patel LLP and its principals collectively own 6,764,600 shares of the Registrant’s common stock and warrants to purchase up to 1,041,000 shares of our common stock.

Item 8. Exhibits.

No.	Description of Exhibit
5.1	Opinion of Richardson & Patel LLP
10.1	Amendment to Sionix Corporation 2011 Equity Incentive Plan
23.1	Consent of Kabani & Company, Inc.
23.2	Consent of Richardson & Patel LLP (filed as part of Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on the 31st day of January, 2013.

SIONIX CORPORATION
By:	/s/ Kenneth Calligar
	Kenneth Calligar
	Interim Chief Executive Officer
By:	/s/ David R. Wells
	David R. Wells
	President and Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ Kenneth Calligar	Interim Chief Executive Officer (Principal Executive Officer) and Director	January 31, 2013
Kenneth Calligar
/s/ David R. Wells	President, Chief Financial Officer (Principal Financial Officer) and Director	January 31, 2013
David R. Wells
/s/ James W. Alexander	Director	January 31, 2013
James W. Alexander

/s/ Dr. Henry Sullivan	Director	January 31, 2013
Dr. Henry Sullivan

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EX-5.1

Exhibit 5.1

RICHARDSON & PATEL LLP

Richardson & Patel, LLP

750 Third Avenue, 9th Floor

New York, New York 10017

Phone: (212) 561-5559

Fax: (917) 591-6898

January 31, 2013

Board of Directors

Sionix Corporation

904 Westwood Boulevard, Box 801

Los Angeles, California 90024

Re:           Sionix Corporation 2011 Equity Incentive Plan (the “Plan”)

Gentlemen:

We have acted as counsel to Sionix Corporation, a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of the Company's Registration Statement on Form S-8 relating to 10,000,000 shares of the Company's common stock, $0.001 par value (the "Shares"), which may be issued as awards in connection the Plan.

In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Articles of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion.

For purposes of this opinion we have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.  We have also assumed the legal capacity of all natural persons who have executed documents examined by us, the genuineness of all signatures on all documents examined by us, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company.  In rendering the opinion set forth below, we have assumed that certificates evidencing the Shares will be signed by one of the authorized officers of the Company and registered by the transfer agent and registrar and will conform to the specimen certificate for the Company’s common stock.  In addition, we have assumed that the resolutions of the Company’s Board of Directors or its applicable committee authorizing the Company to issue and deliver the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and that the Company will take no action inconsistent with such resolutions.  As to certain factual matters material to the opinion expressed herein, we have relied to the extent we deemed proper upon representations, warranties and statements of officers and other representatives of the Company.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, it is our opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and, when issued in the manner and for the consideration contemplated by the Plan and the applicable award agreements, will be validly issued, fully paid and non-assessable.  We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue-sky laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading “Interests of Named Experts and Counsel” in the registration statement.

/s/ Richardson & Patel LLP

EX-10.1

Exhibit 10.1

AMENDMENT DATED JANUARY 7, 2013 TO THE

SIONIX CORPORATION 2011 EQUITY INCENTIVE PLAN

In accordance with Section 22 of that certain Sionix Corporation 2011 Equity Incentive Plan (the “Plan”), the Board of Directors of Sionix Corporation does hereby amend the Plan by deleting the first sentence of Section 3.1 which states, as amended:

3.1 Number of Shares Available. Subject to Sections 3.2 and 19, the total aggregate number of Shares reserved and available for grant and issuance pursuant to this Plan, shall be 15,000,000 Shares and will include Shares that are subject to: (a) issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) an Award granted hereunder but forfeited or repurchased by the Corporation at the original issue price; and (c) an Award that otherwise terminates without Shares being issued; provided, however, that at no time shall the total number of Shares issuable upon exercise of all outstanding Awards under this Plan together with all awards outstanding under any other stock option, stock award, stock bonus and similar plans and agreements of the Corporation exceed 30% (calculated in accordance 260.140.45 of Title 10 of the California Code of Regulations) based on the Corporation’s outstanding capital stock as of the date of such calculation. At all times the Corporation shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan.

and by replacing it with the following:

3.1 Number of Shares Available. Subject to Sections 3.2 and 19, the total aggregate number of Shares reserved and available for grant and issuance pursuant to this Plan, shall be 25,000,000 Shares and will include Shares that are subject to: (a) issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) an Award granted hereunder but forfeited or repurchased by the Corporation at the original issue price; and (c) an Award that otherwise terminates without Shares being issued; provided, however, that at no time shall the total number of Shares issuable upon exercise of all outstanding Awards under this Plan together with all awards outstanding under any other stock option, stock award, stock bonus and similar plans and agreements of the Corporation exceed 30% (calculated in accordance 260.140.45 of Title 10 of the California Code of Regulations) based on the Corporation’s outstanding capital stock as of the date of such calculation. At all times the Corporation shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan.

In all other respects, the terms and conditions of the Plan shall remain the same.

WHEREFORE, this Amendment to the Sionix Corporation 2011 Equity Incentive Plan has been executed in Los Angeles, California on January 7, 2013.

SIONIX CORPORATION
By:	/s/ Kenneth Calligar
	Kenneth Calligar, Interim Chief Executive Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the registration statement on Form S-8 of Sionix Corporation of our report dated December 31, 2012 on our audits of the financial statements of Sionix Corporation as of September 30, 2012 and for the fiscal years ended September 30, 2012 and 2011.

/s/ Kabani & Company, Inc.

Certified Public Accountants

Los Angeles, California

January 31, 2013