SIONIX CORP - FORM 10-K/A - August 2, 2011

Attached files

file	filename
EX-31.2 - CERTIFICATION - SIONIX CORP	sinx_ex312.htm
EX-31.1 - CERTIFICATION - SIONIX CORP	sinx_ex311.htm
EX-32.2 - CERTIFICATION - SIONIX CORP	sinx_ex322.htm
EX-32.1 - CERTIFICATION - SIONIX CORP	sinx_ex321.htm
EX-10.35 - SYSTEM PURCHASE AGREEMENT - SIONIX CORP	sinx_ex1035.htm
EX-10.38 - FORM OF WARRANT AGREEMENT - SIONIX CORP	sinx_ex1038.htm
EX-10.37 - FORM OF SECURITIES PURCHASE AGREEMENT - SIONIX CORP	sinx_ex1037.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10-K

(Mark One)

þ	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2010

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 002-95626-D

SIONIX CORPORATION

(Exact name of registrant as specified in its charter)

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

914 Westwood Blvd., Suite 801

Los Angeles, California 90024

(Address of principal executive offices)

Registrant’s telephone number, including area code: (704) 971-8400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which each is registered
N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has 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 such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o The registrant is not yet subject to this requirement.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	þ

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of March 31, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold was $13,460,134.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of December 17, 2010 was 231,664,892.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information regarding our directors, executive officers and key personnel. There are no family relationships among our executive officers and directors. A director holds office until the annual shareholder meeting for the year in which his term expires and until his successor is elected and qualified.

Name	Age	Position	Director Since

James R. Currier	64	Chief Executive Officer and Chairman	December, 2009
David R. Wells	48	President, Chief Financial Officer and Director	December, 2009
James Alexander	70	Director	March, 2009
Frank Power	59	Director	March, 2009
William A. Retz	70	Director	June, 2010
Johan Perslow	67	Director	June, 2010

James R. Currier. James R. Currier is the Chairman of the board of directors and Chief Executive Officer of Sionix Corporation. From July 2007 Mr. Currier has been the managing partner of a private company with interests in a bio-mass conversion technology involving the mechanical disaggregation of certain bio-wastes into energy and thermal feedstock, edible fiber, pure hydrogen, C5 sugars, and other recoverable elements contained in bio-wastes of high cellulosic and starch content (principally sugar cane bagasse). From January 2004 to December 2005 he was a founder and CFO of Fireaway LLC, a manufacturer of fire protection, suppression, and extinguishing systems using a revolutionary method of interrupting the chemical chain reaction inherent to fire without eliminating oxygen, heat, or the fuel elements of the fire triangle. In both positions, Currier was responsible for the acquisition and licensing of highly proprietary non-American based technologies and securing start-up financing. During the period from January 2006 to July 2007, Mr. Currier was retired. Mr. Currier’s experience in acquiring and licensing technologies and in managing the operations of biotechnology companies led management to believe that he should serve as a director.

Mr. Currier earned a BA in Political Science and Economics from Western Illinois University in 1973. Mr. Currier joined the Board due to his role as CEO, and his extensive work with international companies, his manufacturing experience, and his experience managing rapidly growing public companies.

David R. Wells. David R. Wells is the President and Chief Financial Officer of Sionix Corporation and he serves on the board of directors. Prior to joining the Company, from December 2005 to September 2009 he was the CFO of Voyant International Corporation. Prior to joining Voyant, from July 2003 to October 2005 he served as VP Finance for PowerHouse Technologies Group, Inc. (now Migo Software, Inc.). Mr. Wells possesses over 20 years experience in finance, operations and administrative positions. While mainly focused on technology companies, he has also worked in supply-chain management, manufacturing and the professional services industry. He has experience working with auditors and regulatory agencies to rapidly address non-conforming situations and assisting companies who desire to increase their internal controls.

Mr. Wells earned a BA in Finance and Entrepreneurship from Seattle Pacific University, and holds an MBA from Pepperdine University. Mr. Wells joined the Board due to his role as President and CFO, and his experience managing rapidly growing public companies.

James Alexander. Mr. Alexander joined our board in March 2009. From January 1993 to the present, Mr. Alexander has been the General Manager of Alexander Energy, a Nevada general partnership. Alexander Energy engages in the purchase and management of oil and gas resources, including exploration and production. Mr. Alexander received a Bachelor of Business Administration from the University of Oklahoma. Mr. Alexander remains on our Board due to his history with the Company.

Frank Power. Mr. Power joined our board in March 2009. Mr. Power is a 28-year veteran of the aerospace industry. He has served in a number of executive positions with Sonfarrel Inc. beginning in 1981. His background covers manufacturing management, operations, sales, and marketing. He has managed millions of dollars in defense contracts with all of the Tier 1 defense contractors in the United States. He is a Lean expert, Six Sigma, and an expert in continuous improvement methodology. Mr. Power joined and remains on our Board due to his extensive manufacturing experience, and his knowledge of the history of the Company.

Rear Admiral William A. Retz, USN (Ret). Rear Admiral William “Bill” Retz joined our board in May 2010. Mr. Retz has been an independent consultant since 2005. Prior to that he has been employed by ARAMARK from 1996 to 1999, and was the Chief Executive Officer of NOFIRE Technologies from 2000 to 2005, a publicly traded company specializing in the manufacture of fire retardant coatings and engineered products. Mr. Retz began his career in the United States Navy where he served for over 32 years as a Surface Warfare Officer, and earned the rank of Rear Admiral prior to his departure in 1995. His experience included commands at sea at the ship (USS Stump DD978), squadron (DESRON 22) and group (SURFGRUMIDPAC) level. Ashore he worked predominately in the area of personnel/manpower management where he was a proven specialist and included two flag tours at the Bureau level. He served with the river patrol forces in Vietnam, the amphibious forces during the 1973 Middle East crisis and in the Persian Gulf. Mr. Retz joined our Board due to his experience with rapidly growing public companies, his experience and relationships within the government.

Johan Perslow. Mr. Perslow joined our board in May 2010. Since 1980 Johan Perslow has founded and remains a key executive of three businesses: PACE, PERC, and Pacific Aquascape. He is a leading engineer in the water resources industry, a businessman, and an inventor. Mr. Perslow has been the principal designer, consultant, and construction manager for more than 800 state-of-the-art water-resource projects including recycled water systems, natural-based stormwater management and flood control systems, lake and pumping systems, irrigation-optimization systems, and tertiary water reclamation facilities. He has also been involved with the structural design of numerous interstate highway bridges and other complex structures such as a replacement design proposal for the World Trade Center in New York City. Mr. Perslow joined our Board due to his extensive experience in water management, treatment, solution engineering and design, and due to his successes in building and growing several companies.

Except as noted below, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

The Company's Chief Executive Officer, James R. Currier, filed a personal bankruptcy petition in March 2005 and his debts were fully discharged three months later. Effective February 28, 2010, the SEC amended its rules regarding the disclosure of bankruptcy matters, lengthening the period during which such items would need to be disclosed on certain SEC forms and in other documents such as Form 10-K, Form S-1 and proxy materials, if material. The 2005 event came to light recently in connection with possible business transactions by the Company. Upon review of the matter, the Company's board of directors directed management to disclose the information and to amend or supplement prior disclosures. Mr. Currier asserts that he believed that the 2005 incident did not require disclosure because it had occurred several years in the past. In any event, Mr. Currier's 2005 filing was completely unrelated to the Company and there never was any civil litigation or governmental interest in the matter.

Director Compensation

The following table sets forth certain information concerning compensation granted to our directors during the 2009 and 2010 fiscal year. No options were exercised by our directors during the last fiscal year.

Name	Year	Fees Earned or Paid in Cash		Stock Awards		Warrant/ Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation		Other		Total

James R. Currier	2010 2009		- -		- -		- -		- -		- -		- -		- -	(1)
David R. Wells	2010 2009		- -		- -		- -		- -		- -		- -		- -	(1)
James Alexander	2010 2009		- -		- -		- -		- -		- -		- -		- -
Frank Power	2010 2009		- -		- -		- -		- -		- -		- -		- -
William A. Retz	2010 2009		- -		- -		- -		- -		- -		- -		- -
Johan Perslow	2010 2009		- -		- -		- -		- -		- -		- -		- -
Rodney Anderson	2010 2009		- -		- -		28,303 41,847		- -		- -		- -		28,303 41,847	(2) (3)
John Pavia	2010 2009		- -		- -		- 117,156		- -		- -		- -		- 117,156	(4)

(1) Mr. Currier and Mr. Wells do not receive compensation for participation on the board of directors. Both were appointed to the board of directors on December 16, 2009.

(2) The value of this award was computed using the Black Scholes Option Pricing Model using the following assumptions: risk free interest rate of 0.87%, expected volatility of 157%, dividend yields of 0% and expected term of 5 years.

(3) The value of this award was computed using the Black Scholes Option Pricing Model using the following assumptions: risk free interest rate of 3.22%, expected volatility of 99.86%, dividend yields of 0% and expected term of 5 years.

(4) The value of this award was computed using the Black Scholes Option Pricing Model using the following assumptions: risk free interest rate of 2.09%, expected volatility of 211%, dividend yields of 0% and expected term of 5 years.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder require our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies. To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during the 2010 fiscal year our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements with the exception of the following:

Name and Title	Form	Transactions

James R. Currier, Chief Executive Officer and director	3 and 4	Mr. Currier was appointed as a director in December 2009 but failed to timely file a Form 3. He also failed to timely file 2 Form 4s covering 4 transactions.
James W. Alexander, director	4	Mr. Alexander failed to timely file Form 4s disclosing 7 transactions in which he engaged between August 26, 2010 and September 21, 2010. Mr. Alexander filed a Form 4 disclosing all of these transactions on September 30, 2010.

David R. Wells, President, Chief Financial Officer and director	3 and 4	Mr. Wells was appointed as a director in December 2009 but failed to timely file a Form 3. He also failed to timely file 4 Form 4s covering 4 transactions.

William Retz, director	3	Mr. Retz was appointed as a director in June 2010, but failed to timely file a Form 3.

Johan Perslow, director	3	Mr. Perslow was appointed as a director in June 2010, but failed to file a Form 3.

Frank Power, director	3	Mr. Power was appointed as a director in March 2009, but failed to file a Form 3.

Code of Ethics

The Company had not adopted a code of ethics as of September 30, 2010 due to a lack of financial resources. The Company expects that a code of ethics will be adopted during the 2011 fiscal year.

Corporate Governance

Our board of directors does not have an audit committee, a compensation committee or a nominating committee.

We have not adopted any procedures by which our security holders may recommend nominees to our board of directors and that has not changed during this fiscal year.

With the exception of David R. Wells, none of the members of our board of directors could qualify as an “audit committee financial expert”, as defined by Item 407 of Regulation S-K promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934. We do not have an audit committee. Mr. Wells is not an independent director since he is our President and Chief Financial Officer.

PART IV

ITEM 15. EXHIBITS.

The following exhibits are filed herewith or incorporated by reference:

No.

Description

2.1		Agreement and Plan of Merger dated July 1, 2003 (1)
3.1		Amended and Restated Articles of Incorporation (1)
3.2		Amended and Restated Bylaws (1)
10.1		Form of Securities Purchase Agreement, dated as of June 18, 2007, between the registrant and certain investors (2)
10.2		Form of Convertible Debenture, dated as of June 18, 2007, issued by the registrant to certain investors. (2)
10.3		Form of Registration Rights Agreement, dated as of June 18, 2007, between the registrant and certain investors (2)
10.4		Form of Warrant, dated as of June 18, 2007, issued by the registrant to certain investors. (2)
10.5		Termination Agreement dated March 14, 2008 between the registrant and the shareholders of RJ Metals, Inc. (4)*
10.6		Indemnification Agreement between the registration and Richard H. Papalian (3)**
10.7		Notice of Grant of Stock Option to David Ross (5)**
10.8		Stock Option Agreement between the registrant and David Ross (5)**
10.9		Notice of Grant of Stock Option to Rodney Anderson (5)*
10.10		Stock Option Agreement between the registrant and Rodney Anderson (5)**
10.11		Form of Securities Purchase Agreement for 12% Convertible Debentures (6)
10.12		Sionix Corporation 12% Convertible Debenture due July 29, 2009 (6)
10.13		Form of Common Stock Purchase Warrant dated July 29, 2008 (6)
10.14		Form of Unit Offering Securities Purchase Agreement (7)
10.15		Form of Common Stock Purchase Warrant (7)
10.16		Amended and Restated Promissory Notes with Calico Capital Management LLC, BRAX Capital LLC and Gene Salkin (8)
10.17		Second Amended and Restated Convertible Promissory Notes dated March 17, 2008 with Calico Capital Management LLC, BRAX Capital LLC and Gene Salkin (9)
10.18		Form of Securities Purchase Agreement for 10% Debentures (10)
10.19		Form of Subordinated 10% Debenture (10)
10.20		Form of Common Stock Purchase Warrant (10)
10.21		Consulting Agreement dated February 21, 2008 between the registrant and John H. Foster, Ph.D. (11)**
10.22		Notice of Grant of Stock Option to John H. Foster (11)**
10.23		Stock Option Agreement between the registrant and Dr. John H. Foster (11)**
10.24		Consulting Agreement dated February 21, 2008 between the registrant and Dr. W. Richard Laton (11)**
10.25		Notice of Grant of Stock Option (11)
10.26		Stock Option Agreement between the registrant and Dr. W. Richard Laton (11)**
10.27		Letter Agreement dated October 14, 2008 between the registrant and RJ Metals Inc. (5)**
10.28		Waiver and Amendment Agreement dated August 13, 2009 between the registrant and all current and past holders of Secured Convertible Promissory Notes issued by the registrant (12)
10.29		Waiver, Consent and Securities Modification Agreement dated October 22, 2009 by and among the registrant and investors who hold debentures and warrants issued by the registrant (13)
10.30		Employment Agreement dated December 16, 2009 between the registrant and James R. Currier (14)*
10.31		Employment Agreement dated December 16, 2009 between the registrant and David R. Wells (14)*
10.32		Form of Securities Purchase Agreement for December 2009 10% Debentures (14)
10.33		Form of Subordinated 10% Debenture (14)
10.34		Form of Common Stock Purchase Warrant (14)
10.35		System Purchase Agreement dated August 6, 2010 between the registrant and Wenning Poultry, Inc. (16)
10.36		Settlement Agreement dated August 18, 2010 between the registrant and Ascendiant Capital Group, LLC (15)
10.37		Form of Securities Purchase Agreement entered into on August 4, 2010 (16)
10.38		Form of Warrant Agreement entered into on August 4, 2010 (16)
10.39		Form of Securities Purchase Agreement entered into on August 30, 2010 ( 17 )
10.40		Form of Warrant Agreement entered into on August 30, 2010 ( 17 )
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Denotes a contract with a current member of management.

** Denotes a contract with a former member of management.

(1) Incorporated by reference from registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on July 15, 2003, and incorporated herein by reference.

(2) Incorporated by reference from registrant's Quarterly Report on Form 10-QSB, file no. 002-95626-D, filed with the Commission on August 14, 2007, and incorporated herein by reference.

(3) Incorporated by reference from registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on December 20, 2007, and incorporated herein by reference.

(4) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 17, 2008, and incorporated herein by reference.

(5) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on October 23, 2008, and incorporated herein by reference.

(6) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on July 30, 2008, and incorporated herein by reference.

(7) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on May 29, 2008, and incorporated herein by reference.

(8) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on January 28, 2008, and incorporated herein by reference.

(9) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 24, 2008, and incorporated herein by reference.

(10) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 3, 2008, and incorporated herein by reference.

(11) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on February 25, 2008, and incorporated herein by reference.

(12) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on August 18, 2009, and incorporated herein by reference.

(13) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on November 12, 2009, and incorporated herein by reference.

(14) Incorporated by reference from the registrant’s Annual Report on Form 10-K, file no. 002-95626-D, filed with the Commission on January 13, 2010.

(15) Incorporated by reference from the registrant’s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on August 23, 2010.

(16) Filed herewith.

(17) The form of Securities Purchase Agreement entered into on August 30, 2010 is identical to exhibit 10.37 and the form of Warrant Agreement entered into on August 30, 2010 is identical to exhibit 10.38

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SIONIX CORPORATION

August 2, 2011	By:	/s/ James R. Currier
		James R. Currier
		Chief Executive Officer



August 2, 2011	By:	/s/ David R. Wells
		David R. Wells
		President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated

Signature	Title	Date

/s/ James R. Currier	Chief Executive Officer and Chairman	August 2, 2011
James R. Currier

/s/ David R. Wells	President, Chief Financial Officer and Director	August 2, 2011
David R. Wells

/s/ James Alexander	Director	August 2, 2011
James Alexander

/s/ Frank Power	Director	August 2, 2011
Frank Power

/s/ William A. Retz	Director	August 2, 2011
William A. Retz

/s/ Johan Perslow	Director	August 2, 2011
Johan Perslow

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