8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  April 1, 2011

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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.)

914 Westwood Blvd., Box 801

Los Angeles, CA 90024

(Address of Principal Executive Offices)

(704) 971-8400

(Issuer Telephone number)

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

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

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

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

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

Forward Looking Statements

This Form 8-K and other reports filed by Sionix Corporation (“Sionix”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, Sionix’ management as well as estimates and assumptions made by Sionix.  When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Sionix or Sionix’ management identify forward looking statements.  Such statements reflect the current view of Sionix with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Sionix’ industry, operations and results of operations and any businesses that may be acquired by Sionix.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Sionix believes that the expectations reflected in the forward looking statements are reasonable, Sionix cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Sionix does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 8.01     Other Events.

On April 1, 2011, Sionix entered into a Memorandum of Understanding (the “MOU”) with TII Trading International Investment, Inc., a Nevada corporation and wholly owned subsidiary of Sapo International S.A. (“TII”).  The MOU contemplates the formation of a joint venture (the “JV”) between Sionix and TII to facilitate a limited license to the JV of certain intellectual property of Sionix relating to  Sionix’ proprietary Mobile Water Treatment Systems (MWTS) for commercialization of the MWTS in Japan and its territories, to address water treatment conditions in Japan caused by the recent earthquake and resultant tsunami.   Such license is to be memorialized in a subsequent Technology Licensing Agreement (the “Subsequent License Agreement”).  The proposed equity structure of the JV will be such that Sionix will acquire a 25% interest in the JV in consideration of its contribution of the aforementioned limited license and TII will acquire a 75% interest in the JV in consideration of bearing all the costs associated with the incorporation, start-up and subsequent administration and operation of the JV.  All operational, administrative and financial management of the JV shall be the sole and exclusive responsibility of TII, provided that for a period of two years from the implementation of the Subsequent License Agreement Sionix technical personnel shall be retained for consultations on application engineering recommendations for not less than 240 hours per year at a rate of $250 per hour.  Sionix and TII will each have representation on the board of directors of the JV proportionate to their ownership interests in the JV.  Pursuant to the Subsequent License Agreement, Sionix would earn a royalty on any sale of water treated by the MWTS commencing after an initial period of up to six months during which treated water may be donated by the JV to various Japanese entities.

Prior to the Subsequent License Agreement becoming effective, TII shall have issued to Sionix a conditional purchase order consisting of one MWTS, configured as Sionix deems necessary to fulfill the testing criteria to be established jointly by Sionix and TII, and twenty-nine additional MWTS thereafter configured as Sionix and TII may agree upon, and TII shall have issued to Sionix a letter of interest from a banking institution showing available funds to manufacture and purchase the MWTS.  Upon testing and installation of the first MWTS in Japan and acceptance of the machine by the government of Japan, payment would be released on a milestone schedule.   All subsequent sales of MWTS in Japan would be made through the JV on terms and conditions to be agreed upon by Sionix and TII.

The foregoing discussion is only a summary of the MOU and is qualified in its entirety by reference to the MOU which is attached as an exhibit to this Current Report.

On April 6, 2011, Sionix issued a press release, a copy of which is attached to this Current Report as Exhibit 99.2, in which Sionix announced that it had entered into the MOU.

The information in this Item 8.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the liabilities of that Section otherwise apply, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

99.1	Memorandum of Understanding between Sionix Corporation and TII Trading International Investment, Inc.
99.2	Press Release dated April 6, 2011

SIGNATURES

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

Dated:  April 6, 2011

SIONIX CORPORATION
By:	/s/ James R. Currier
	James R. Currier
	Chief Executive Officer

EX-99.1

Exhibit 99.1

M E M O R A N D U M  O F  U N D E R S T A N D I N G

This Memorandum of Understanding ("MOU") is entered into this 1st.  day of April, 2011 between TII Trading International Investment, Inc. a corporate entity organized under the laws of State of Nevada and a wholly owned subsidiary of Sapo International S.A. ("TII") and SIONIX CORPORATION, a corporate entity organized under the laws of the State of Nevada, United States of America ("SIONIX") for purposes of defining the general terms and conditions of a subsequent business relationship to address water treatment conditions in Japan caused by the recent earthquake and resultant tsunami.

PURPOSE

The stated intention of the Parties to this MOU is to establish a Joint Venture (hereinafter, the "JV") within a mutually acceptable jurisdiction to facilitate the transfer and domicile of certain SIONIX confidential and proprietary Intellectual Property, including patents and know-how, for the design, fabrication, assembly, installation, start-up, commissioning, training, warranty administration, and after-market servicing the Sionix Mobile Water Treatment System ("MWTS") as it is now, or may hereinafter, be configured in  Japan and all its recognized international territories (if any).  This purpose will be accomplished and memorialized in a subsequent Technology Licensing Agreement (the "Licensing Agreement") that will incorporate the terms and conditions of this MOU therein.

GENERAL CONDITIONS

1)           Proposed Equity Structure.  A corporate entity (within a jurisdiction to be mutually agreed upon) with a capital structure of 25% interest to SIONIX and 75% interest to TII.   The proposed SIONIX capital interest shall represent the contribution of a limited license to use the Sionix confidential and proprietary intellectual property (hereinafter, the "SIONIX IP"), as hereinafter defined, to design, fabricate, assemble, install, start-up, commission, and operate, or in the alternative to train a subsequent purchaser of a MWTS to operate, and provide warranty and after-market service.  The Parties shall agree and deem that no further capital calls, now or in the future, shall be payable by SIONIX, and that the SIONIX equity interest in the JV shall remain undiluted after subsequent capital calls.  The 75% interest to TII shall include all costs associated with the incorporation, start-up, and subsequent administration and operation of the JV, or until such time as the Parties to the JV shall agree that such JV should be terminated by mutual consent.

2)           JV Management.  All operational, administrative, and financial management of the JV shall be the sole and exclusive responsibility of TII; provided, however, during a period of two (2) years following the implementation of the License Agreement, SIONIX technical personnel shall be retained for consultations on application engineering recommendations of not less than 240 hours/year at the SIONIX standard charge-out rate of $250/hour.

3)           Board of Directors.  SIONIX shall receive board membership and voting rights equivalent to their percentage ownership interests in the JV, with TII receiving the same membership and voting rights in accordance with their ownership interests.  Voting rights may not be assigned to any other entity without the express written consent of the non-transferring Party.  The SIONIX representative to the JV Board of Directors shall be elected as non-executive Chairman of the Board for a period of not less than two (2) years after the implementation of the JV.

4)           Territory.  The "Territory" that is the subject of the License Agreement shall be limited to the nation of Japan and their external territories.  Any sale of a SIONIX MWTS within the Territory for installation outside of the Territory is subject to the approval of SIONIX at their sole and exclusive discretion; provided, however, approval shall not be unreasonably withheld.  Contingent upon certain terms and conditions of the Licensing Agreement, it is anticipated that the JV will be granted exclusive rights within the Territory for the use of the SIONIX IP and the sale of the MWTS where the SIONIX IP is embedded.  Maintenance of the exclusivity shall be subject to the annual achievement of certain minimum sales conditions, which conditions shall be agreed upon between the Parties prior to execution of the License Agreement.

5)           Corporate Governance.

5.1)           The JV and TII shall adhere to U.S. Intellectual Property Laws and submit to the exclusive personal jurisdiction of the U.S. District Court in Los Angeles, California, USA in matters pertaining to any dispute with respect to the IP orin those matters of corporate governance concerning dividends, dividend payments, or debt repayment (as such debts may occur between SIONIX and the JV only).

5.2)           The JV will report all financial reporting in accordance to U.S. GAAP (Generally Accepted Accounting Principles), and shall prepare monthly financial statementsfor prompt submittal to SIONIX and annual audited financial statements, by an audit firm acceptable to SIONIX and PCAOB certified for SEC financial purposes.

5.3)    The SIONIX IP is, and shall always be, the sole and exclusive property of SIONIX and not the JV.  Any intellectual property that is developed by the JV or TII that is directly related to or predicated upon the SIONIX IP or logically flows from the exposure to the SIONIX IP shall become the property of the JV with the understanding that SIONIX will receive a perpetual, royalty free right and license to use and re-license such developed intellectual property in any area of the world outside JV Territory, as defined in 4) above.

5.4)           Terms and Conditions of this MOU and the Mutual Confidentiality and Non-Disclosure Agreement (the "NDA") shall be incorporated in the LicensingAgreement.  Furthermore, the current NDA shall be incorporated herein as Exhibit "A" by reference as an integral part of this MOU.

5.5)           Mutual indemnifications and "hold harmless" clauses mutually satisfactory to the Parties hereto shall be incorporated into the License Agreement.

5.6)           This MOU shall be governed by the laws of the State of Delaware, USA and any dispute under this MOU or the subsequent License Agreement shall be submittedto binding arbitration before an International Arbitration Tribunal of three members, one (1) each selected by each Party and one (1) by the Arbitration authority in Los Angeles, California, USA.  The findings of this Arbitration Tribunal shall be legally enforceable in any international jurisdiction and the Parties will submit to a "Consent of Judgment" declaration in the License Agreement.

5.7)           The Parties to this MOU and the subsequent License Agreement understand and agree that neither the MOU or License Agreement shall be assigned or conveyed toany third Party or any related party of either Party without the express writtenconsent of the non-assigning Party, which consent shall not unreasonably be withheld.

5.8)           All terms and conditions of sale for the SIONIX MWTS by the JV shall be approved by SIONIX, including any subsequent change or modification thereof. Such approval shall not unreasonably be withheld.

6)           Profit Sharing/Distributions.

6.1)           A License fee (the "License Fee) shall be assessable against the JV by SIONIX as compensation for the transfer of technology contemplated by this MOU and subsequent License Agreement.  The License Fee shall be calculated as a surcharge on that royalty fee (the "Royalty Fee" as defined in 6.2 below) owed to SIONIX as a percentage of the sale of water by the JV to third parties, including affiliates of the Parties hereto, which Royalty Fee shall be negotiated in good faith between the Parties to this MOU prior to the execution of the License Agreement.  The License Fee will be deferred by SIONIX until such time as the JV has commenced manufacturing of the MWTS and sale of the treated water from the MWTS has commenced in accordance with 6.2 below.  Further, subject to 6.2 below, the JV shall guarantee to SIONIX a minimum yearly License Fee.

6.2)           A Royalty Fee shall be assessable upon the JV by SIONIX for every MWTS sold by the JV or, in the alternative, as a percentage of any water sold by the JV to any other party by the JV operation of the SIONIX MWTS.  SIONIX acknowledges TII has advised SIONIX that:  (i) their intention in the Japanese market is to sell the treated water from the application of the SIONIX IP and operation of the MWTS, and (ii) during some period of time after the execution of the License Agreement the JV may "donate" water to various Japanese entities affected by the earthquake and resultant tsunami without charge (the "Donation Period"), and consequently SIONIX agrees to defer collection of a Royalty Fee until such time as the majority of the treated water from the MWTS shall be sold at a fee, but in no event shall the Donation Period extend beyond six (6) months after the execution of the License Agreement.

6.3)           A Consulting Fee shall be assessable the JV by SIONIX in accordance with Section 2 above.

6.4)           The JV shall not be allowed to retain earnings in excess of a level that shall be negotiated in good faith between the Parties to this MOU.  The intent of this paragraph is that excess earnings above that level shall be distributed regularly to the interest holders of the JV in accordance with sound business practices and management judgment.

6.5)           Payment of the Royalty Fee described in 6.2) above shall not be later than thirty (30) beyond the date when payment for sale of the MWTS or the applicable sale of water are received by the JV.  These terms shall be an integral part of the terms and conditions of sale contemplated in 5.8) above.

7) Conditions Precedent.

7.1)TII shall have issued a conditional Purchase Order consisting of one (1) MWTS, configured as SIONIX deems necessary to fulfill the testing criteria as defined in 7.3 below, and twenty-nine (29) additional MWTS thereafter configured as the Parties may hereinafter agree upon, and issue a letter of interest from a top ten (10) world bank or EXIM Bank showing available funds to manufacture and purchase the SIONIX MWTS to be delivered to a destination in Japan as defined by TII for Japanese market.  The letter of interest should be of sufficient funds to cover the cost of the MWTS.  Upon testing and installation of the first machine in Japan and acceptance of the machine by the government of Japan, payment will be release on a milestone schedule.  Additionally, TII will be responsible for all outgoing freight FOB Seattle, WA, customs fees (outbound and inbound, if any) inbound freight from the arriving destination to the installation site, rigging crews to set the equipment in place, as well as external to the MWTS plumbing (shipfitting) and electricians ("Local Service Providers"), and the cost of SIONIX installation crew, including travel to and from Japan, lodging, per diem, and other reasonable and necessary expenses while in Japan.

7.2)A mutually acceptable Treatment Standard with concomitant testingprotocols will be agreed upon by the Parties to this MOU, but in no case shallthe testing protocols be less than 15 pCi/L for Alpha emitters or 200 pCi/L forBeta emitters or photon radioactivity from man-made radionuclide's in drinking water (Cesium-137 is an example of photon radioactivity).   If other radionuclide's which emit Beta particles and photon radioactivity are present, the sum of the annual dose from all the radionuclide's shall not exceed 4 mrem/year.

7.3)Immediately upon completion of the testing protocols, TII shall release the funds stated on the payment mile stone payment schedule.

7.4)Upon achievement of satisfactory testing conditions as defined in 7.2 above, SIONIX shall immediately undertake the fabrication and assembly of the twenty- nine (29) additional MWTS at a location specified by SIONIX in its sole discretion, properly configured in accordance with their intended application, at prices established in the Price List, attached hereto as Exhibit "B" and incorporated herein by reference.  During the course of fabrication and assembly of these additional twenty- nine (29) MWTS, TII or the JV (as the case may be) shall provide technicians to be assigned to SIONIX for purposes of in-depth training in the technology; design and application considerations; pre-shipment testing protocols; PLC programming and telemetry; installation and start-up activities; maintenance; warranty; and after-market service conditions.

7.5)           Upon completion of the testing conditions generally defined in 7.2 above and subject to the payment deferral of License Fees described in 6.1 above, the License Agreement shall become effective and training of JV personnel with allaspects of the SIONIX IP shall commence simultaneous with 7.4 above.

7.6)All subsequent sales of the SIONIX MWTS in the Territory shall be made through the JV, in accordance with terms and conditions that the Parties tothis MOU and the License Agreement shall subsequently agree in good faith.

8) Term and Termination.  This MOU shall automatically terminate upon execution of the License Agreement contemplated herein or six (6) months after the execution if the Precedent Conditions defined in 7) above have not been achieved.

9) Representations and Warranties.  The Parties represent and warrant that they have the requisite corporate authority to enter into this MOU and the subsequent License Agreement, and the representatives of each Party have the proper authority to bind each Party to the provisions of this MOU.  Each Party acknowledges that the representations and warranties undertaken in this MOU are not inclusive of the representations and warranties that will be required in the License Agreement, and that the representations and warranties in this MOU and the subsequent License Agreement shall survive the termination of either the MOU of License Agreement for any reason.

10)           Time is of the Essence.  The Parties hereto understand and agree that time is of the essence in the completion and implementation of the undertakings memorialized herein and will devote the necessary personnel resources to accomplish the contemplated transactions.

THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK

IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN THIS MEMORANDUM OF UNDERSTANDING, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO AFFIX THEIR RESPECTIVE SIGNATURES HERETO AS EVIDENCE OF THE INTENTIONS AND EXPECTATIONS OF EACH.

SIONIX CORPORATION	TII Trading International Investments
James R. Currier	Katharina Blancato
Chairman/Chief Executive Officer	Chief Executive Officer

EX-99.2

Exhibit 99.2

Sionix Joins With TII to Install and Operate Mobile Water Treatment Systems in Japan

Pending Successful On-Site Testing of First MWTS, Memorandum of Understanding Contemplates Purchase by TII of Thirty Sionix MWTS

LOS ANGELES, CA -- (Marketwire) -- 04/06/11 -- Sionix Corporation (OTCBB: SINX), designer of innovative and patented, advanced mobile water treatment systems (MWTS), announced today that it has signed a Memorandum of Understanding (MOU) with TII Trading International Investment, Inc. (TII), an operating unit of SAPO International, S.A., working with multiple public and private agencies in Japan. The MOU contemplates the purchase by TII of thirty (30) MWTS and the subsequent manufacture of more in Japan to remediate contaminated water caused by the recent earthquake and resulting tsunami, including removal of radioactive contaminants. TII intends to finance its purchase of the thirty (30) MWTS by obtaining a letter of credit from a banking institution.

The MOU also defines the general terms and conditions under which TII and SIONIX will form a joint venture (JV) to provide on-going, long term fabrication and assembly of MWTS in Japan to remediate drinking water and wastewater in multiple refugee centers being established in affected areas. The events of March 11, 2011 decimated basic infrastructure, and created leaks and potential leaks from multiple nuclear power plants which threaten the health and survival of the local inhabitants, and impact necessary social and community services. It is anticipated that the JV will become a licensee of SIONIX intellectual property, including patent and know-how (SIONIX IP) in Japan and its external territories.

The anticipated cash proceeds to SIONIX from this significant transaction, if consummated, will include the sale of MWTS, a share of earnings from the JV, and license fees for use of SIONIX IP. This undertaking will have several stages. Stage One: one MWTS is expected to be transported to Japan in order to be tested at site conditions. Stage Two: After the successful completion of site testing, SIONIX will immediately initiate the fabrication and assembly of twenty-nine additional MWTS at locations convenient to the west coast of the U.S. determined by SIONIX. During the course of fabrication and assembly, technicians employed by the JV will be assigned to SIONIX for in-depth training in all matters concerning the MWTS and the embedded SIONIX IP. Stage Three: All subsequent administration and installation of the MWTS in Japan will be made through the JV.

"The Japanese people affected by these disasters need drinking water as soon as possible as well as treated, recycled water for sanitation. The main concern is also the long lasting effect of radiation in young children. We believe this is a very important humanitarian cause and we are cooperating with public and private agencies in Japan to support their difficult task of recovery," said Katharina Blancato, TII Trading International, Inc. CEO. "SIONIX is known to provide the technology necessary to treat contaminated water and the know-how to commission its MWTS quickly and efficiently. We believe that this technology will be proven effective for the present difficult conditions."

About TII Trading International Investments, Inc. and SAPO International, S.A.

TII is an operating subsidiary of SAPO International, S.A. They are responsible for the supply of equipment and technology related to the Japanese disaster relief efforts. SAPO International S.A. was established in Athens, Greece in 1984 and specializes in luxury leasing and consulting. SAPO has subsidiary and/or affiliate operations worldwide, including multiple operations in China and Japan; the United States; Europe; and Africa.

About Sionix Corporation

Based in Los Angeles, CA, Sionix designs innovative and advanced water treatment systems intended for use in defense, government facilities, emergency water supplies during natural disasters, housing development projects, and various industrial processes including subterranean fracturing used in oil and gas drilling. These systems are located adjacent to contaminated water sites thus reducing cost and toxic exposure and can be used to remove organic materials including oil, waste and other infectious bacteria from contaminated resources. They can be also used as pre-treatment for reverse osmosis and other membrane applications. Industries involved in dairy, agribusiness, meat processing, mining, poultry operations, and many others can benefit from Sionix's cost-effective, easily maintained, portable water treatment systems. More information about the Company can be found on its website located at www.sionix.com.

About Sionix Technology

Using a patented dissolved air flotation (DAF) technology packaged in a mobile shipping container, air bubbles between the size of 1 and 2 microns are injected and float organic contaminants to the surface where 99.95% are skimmed off. This compares to standard DAF units which historically have been limited to using bubble sizes of 50 microns or larger. The size of these bubbles are important because the smaller the bubble, the greater the surface tension and the greater the conductivity. They can then hold together longer and elevate more organic contaminants to the surface for removal.

Safe Harbor Statement

This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Sionix' recent financial results, risks and uncertainties are discussed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and in current reports filed since that date with the Securities and Exchange Commission, all of which are available for review at www.sec.gov.

Company Contact

James R. Currier

Chairman/CEO

(704) 971-8400

jcurrier@sionix.com

Investor Relations Contact

Scott Kitcher

President

EcoFin Consulting LLC

(949) 435-2056

skitcher@ecofinconsulting.com