<PAGE>

                     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 June 30, 2004

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.)

                 9272 Jeronimo Road, Suite 108, Irvine, CA 92618
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  949 454-9283
                                  ------------
                           (Issuer's telephone number)

                                 Not Applicable
              -----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

As of June 30, 2004, the Company had 102,524,186 shares of its $.001 par value
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

                              Yes [ ]       No [X]





<PAGE>

                                      INDEX

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements                                               F-1

         Balance Sheet at December 31, 2003 (unaudited)                     F-1

         Statements of Operations for the Periods of Three Months and Nine
         Months ended June 30, 2004 and 2003, and Cumulative from Inception
         (unaudited) F-2

         Statements of Cash Flows for the Periods of Three Months and Nine
         Months ended June 30, 2004 and 2003, and Cumulative from Inception
         (unaudited) F-3

         Notes to Financial Statements (unaudited)                          F-4

Item 2.  Management's Discussion and Analysis or Plan of Operation            3

Item 3.  Controls and Procedures                                              4

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    4

Item 2.  Changes in Securities                                                4

Item 6.  Exhibits and Reports on Form 8-K                                     5

Signatures                                                                    5





<PAGE>
<TABLE>

Part I. FINANCIAL INFORMATION

                                         SIONIX CORPORATION
                                    (A Development Stage Company)
                                            BALANCE SHEET
                                           June 30, 2004
                                             (Unaudited)

                                               ASSETS
                                               ------

CURRENT ASSETS:
<S>                                                                            <C>
           Cash & cash equivalents                                             $      2,639
           Employee Advance                                                          12,000
           Inventory                                                                365,078
           Prepaid expenses                                                          76,877
                                                                               -------------
                      Total current assets                                          456,594
                                                                               -------------

PROPERTY AND EQUIPMENT, NET                                                         117,580

OTHER ASSETS - DEPOSITS                                                               6,831

                                                                               -------------
                                                                               $    581,005
                                                                               =============

                                LIABILITIES AND STOCKHOLDERS' DEFICIT
                                -------------------------------------

CURRENT LIABILITIES:
           Accounts payable                                                    $    162,450
           Accrued expenses                                                         185,492
           Accrued interest                                                          32,121
           Notes payable                                                             79,000
           Equity line of credit                                                    233,115
                                                                               -------------
                      Total current liabilities                                     692,178
                                                                               -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
           Common stock, $0.001 par value;150,000,000 shares authorized;
             103,649,875 shares issued and 102,524,186 shares outstanding           101,939
           Additional paid-in capital                                            13,169,142
           Prepaid consulting fees                                                  (76,375)
           Shares to be issued                                                       33,900
           Deficit accumulated from inception                                   (13,339,779)
                                                                               -------------
                      Total stockholders' deficit                                  (111,173)

                                                                               -------------
                                                                               $    581,005
                                                                               =============

             The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                 F-1





<PAGE>
<TABLE>

                                                        SIONIX CORPORATION
                                                   (A Development Stage Company)
                                                     STATEMENTS OF OPERATIONS
                                                            (Unaudited)

                                                                                                                    CUMULATIVE
                                                        THREE MONTH PERIODS ENDED      NINE MONTH PERIODS ENDED   FROM INCEPTION
                                                                 JUNE 30,                     JUNE 30,         (OCTOBER 3, 1994) TO
                                                           2004            2003          2004           2003       JUNE 30, 2004
                                                       -------------  -------------  -------------  -------------  -------------
<S>                                                    <C>            <C>            <C>            <C>            <C>
NET REVENUES                                           $         --   $         --   $         --   $         --   $         --

OPERATING EXPENSES:

    General and Administrative                              147,119        367,399        697,197      1,223,578     10,475,914
    Research and development                                  4,084         58,566         24,052        117,864      1,447,664
    Impairment of intangible assets                              --             --             --             --      1,117,601
    Depreciation and amortization                             8,352          8,376         26,652         15,847        426,637
                                                       -------------  -------------  -------------  -------------  -------------
                                                            159,555        434,341        747,901      1,357,289     13,467,816

                                                       -------------  -------------  -------------  -------------  -------------
OPERATING LOSS                                             (159,555)      (434,341)      (747,901)    (1,357,289)   (13,467,816)

OTHER INCOME (EXPENSE)
    Interest Income                                              --            787            269          2,607         53,590
    Interest Expense                                         (1,170)        (1,229)        (3,767)        (3,581)      (215,109)
    Loss on settlement of debt                                   --             --             --             --        (36,047)
    Legal Settlement                                       (100,000)         1,000       (100,000)         1,000        334,603
                                                       -------------  -------------  -------------  -------------  -------------
           Total other income (expense)                    (101,170)           558       (103,498)            26        137,037
                                                       -------------  -------------  -------------  -------------  -------------

LOSS BEFORE INCOME TAXES                                   (260,725)      (433,783)      (851,399)    (1,357,263)   (13,330,779)

Income taxes                                                     --             --            900            900          9,000
                                                       -------------  -------------  -------------  -------------  -------------

NET LOSS                                               $   (260,725)  $   (433,783)  $   (852,299)  $ (1,358,163)  $(13,339,779)
                                                       =============  =============  =============  =============  =============

BASIC AND DILUTED NET LOSS PER SHARE                   $     (0.003)  $     (0.006)  $     (0.009)  $     (0.018)
                                                       =============  =============  =============  =============

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING    95,658,310     78,676,927     93,966,168     77,014,431
                                                       =============  =============  =============  =============

                            The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                               F-2





<PAGE>
<TABLE>

                                                        SIONIX CORPORATION
                                                   (A Development Stage Company)
                                                     STATEMENTS OF CASH FLOWS
                                                            (Unaudited)
                                                                                                                    CUMULATIVE
                                                                                     NINE MONTHS ENDED            FROM INCEPTION
                                                                                          JUNE 30,               (OCTOBER 3, 1994)
                                                                                  2004               2003         TO JUNE 30, 2004
                                                                              -------------      -------------      -------------
<S>                                                                           <C>                <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                  $   (852,299)      $ (1,358,163)      $(13,339,779)
    Adjustments to reconcile net loss to net cash used in
    operating activities:
         Depreciation and amortization                                              26,652             15,847            513,555
         Amortization of prepaid expense                                            91,825             86,920             91,825
         Issuance of common stock for compensation                                      --                 --          1,835,957
         Issuance of common stock for services & prepaid consulting fees            33,897            354,225          1,928,357
         Write-down of obsolete assets                                                  --                 --             38,862
         Write-down of intangible assets                                                --                 --          1,117,601
         Loss on settlement of debts                                                    --                 --             36,047
         Other                                                                          --                 --             40,370
         Changes in assets and liabilities:
         Increase of other assets                                                  (12,000)                --           (522,727)
         (Increase) decrease in prepaid expense                                    221,972           (241,183)           221,972
         Decrease in other receivable                                               15,000                132             15,000
         Increase in deposits                                                           --                 --             (6,831)
         Increase (decrease) in accounts payable                                    87,228            (21,659)           232,450
         Increase in accrued interest                                                3,767              3,581             49,103
         Increase in accrued expense                                               179,311                405            180,044
                                                                              -------------      -------------      -------------
                  Total Adjustments                                                647,652            198,268          5,771,585
                                                                              -------------      -------------      -------------
    Net cash used in operating activities                                         (204,647)        (1,159,895)        (7,568,194)
                                                                              -------------      -------------      -------------

 CASH FLOWS FROM INVESTING ACTIVITIES
         Decrease (increase) of certificate of deposit                             100,000                 --                 --
         Purchase of patents                                                            --                 --           (135,033)
         Purchase of equipment                                                      (1,666)          (138,038)          (380,174)
                                                                              -------------      -------------      -------------
    Net cash provided by (used in) investing activities                             98,334           (138,038)          (515,207)
                                                                              -------------      -------------      -------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from issuance of notes to related party                               --                 --            345,773
         Proceeds from issuance of notes & line of equity                          239,000          1,100,000            739,000
         Payments of notes                                                        (266,885)           (45,000)          (418,727)
         Issuance of common stock for cash                                              --                 --          7,376,094
         Receipt of cash for stock to be issued                                     33,900                 --             43,900
                                                                              -------------      -------------      -------------
    Net cash provided by financing activities                                        6,015          1,055,000          8,086,040
                                                                              -------------      -------------      -------------

 Net Increase (decrease) in cash & cash equivalents                               (100,298)          (242,933)             2,639

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                        102,937            457,229                 --
                                                                              -------------      -------------      -------------

 CASH & CASH EQUIVALENTS, ENDING BALANCE                                      $      2,639       $    214,296       $      2,639
                                                                              =============      =============      =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
         Stock issued for contributions                                       $         --       $         --       $         --
                                                                              =============      =============      =============
         Acquisition of intangible for debt                                   $         --       $         --       $  1,185,475
                                                                              =============      =============      =============
         Settlement of debt to equity                                         $    250,000       $    620,000       $  1,519,247
                                                                              =============      =============      =============
CASH PAID FOR:
         Interest                                                             $         --       $         --              2,802
                                                                              =============      =============      =============
         Income Tax                                                           $         --       $         --       $      8,100
                                                                              =============      =============      =============

                            The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                               F-3





<PAGE>

NOTE 1 - BUSINESS ACTIVITY

Sionix Corporation (the "Company") is a Nevada corporation, originally
incorporated in Utah in 1985. The Company was formed to design, develop, and
market an automatic water filtration system primarily for small water districts.

The Company is in the development stage and its efforts have been principally
devoted to research and development, organizational activities, and raising
capital.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Sionix Corporation (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly, they do not include
all of the information required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the interim periods are
not necessarily indicative of the results for any future period. These
statements should be read in conjunction with the Company's audited financial
statements and notes thereto for the fiscal year ended September 30, 2003.

NOTE 3 - RECENT PRONOUNCEMENTS

On May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"), ACCOUNTING
FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY. SFAS 150 changes the accounting for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by
now requiring those instruments to be classified as liabilities (or assets in
some circumstances) in the statement of financial position. Further, SFAS 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. SFAS 150 affects an entity's classification of the following
freestanding instruments: a) Mandatorily redeemable instruments b) Financial
instruments to repurchase an entity's own equity instruments c) Financial
instruments embodying obligations that the issuer must or could choose to settle
by issuing a variable number of its shares or other equity instruments based
solely on (i) a fixed monetary amount known at inception or (ii) something other
than changes in its own equity instruments d) SFAS 150 does not apply to
features embedded in a financial instrument that is not a derivative in its
entirety. The guidance in SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. For private companies, mandatorily redeemable financial instruments are
subject to the provisions of SFAS 150 for the fiscal period beginning after
December 15, 2003. The adoption of SFAS No. 150 does not have a material impact
on the Company's financial position or results of operations or cash flows.

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.

                                      F-4





<PAGE>

NOTE 4 -   NOTES PAYABLE

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 June 30, 2004, notes
payable amounted to $79,000. Interest expenses on the notes for the nine month
periods ended June 30, 2004 and 2003 amounted to $3,767 and $3,581,
respectively.

NOTE 5 -  EQUITY LINE OF CREDIT

On September 17, 2002, the Company entered into an agreement with Cornell
Capital Partners, LP (Investor), pursuant to which the Investor will purchase
the Company's Common Stock, par value $.001 per share (the "Common Stock"), for
an aggregate price of up to Seven Million Five Hundred Thousand Dollars
($7,500,000). Purchase Price" shall be set at one hundred percent (100%) of the
Market Price during the Pricing Period. Market price is defined under the
agreement as lowest closing Bid Price (as reported by Bloomberg L.P.) of the
Common Stock during the Pricing Period. The termination date of this agreement
is earliest of; (1) the Investor makes payment of Advances of $7,500,000, (2)
any stop order or suspension of the effectiveness of the Registration Statement
for an aggregate of fifty (50) Trading Days or (3) the Company shall at any time
fail materially to comply with the requirements of the agreement and such
failure is not cured within thirty (30) days after receipt of written notice
from the Investor or (4) the date occurring twenty-four (24) months after the
Effective Date. To induce the Investor to execute and deliver the Equity Line of
Credit Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations
there under, or any similar successor statute (collectively, the "1933 Act"),
and applicable state securities laws.

During the Commitment Period, the Company shall not, without the prior written
consent of the Investor, issue or sell (i) any Common Stock without
consideration or for a consideration per share less than the Bid Price on the
date of issuance or (ii) issue or sell any warrant, option, right, contract,
call, or other security or instrument granting the holder thereof the right to
acquire Common Stock without consideration or for a consideration per share less
than the Bid Price on the date of issuance, provided, however, that the Investor
is given ten (10) days prior written notice and nothing in this section shall
prohibit the issuance of shares of Common Stock pursuant to existing contracts
or commitments, upon exercise of currently outstanding options or convertible
securities, or in connection with any acquisition. On the date hereof, the
Company shall obtain from each officer and director a lock-up agreement, as
defined below, in the form annexed hereto as Schedule 2.6(b) agreeing to only
sell in compliance with the volume limitation of Rule 144.

On each Advance Date the Company shall pay to the Investor, directly from the
gross proceeds held in escrow, an amount equal to four percent (4%) of the
amount of each Advance. Under the agreement, upon the execution of this
Agreement the Company was to issue to the Investor, shares of the Company's
Common Stock in an amount equal to Two Hundred Ninety Thousand Dollars
($290,000) divided by the Closing Bid Price on the Closing Date. Upon the
execution of the Agreement the Company was to issue to the Placement Agent
shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars
($10,000) divided by the Closing Bid Price of the Company's Common Stock on the
date hereof.

During the nine month period ended June 30, 2004, the Company received $200,000
proceeds from promissory notes to Cornell Capital Partners, LP, net of fees of
$17,500. The Company settled $250,000 by issuing 6,295,947 shares of common
stock during the period ended December 31, 2003 (note 6). The Company settled
$200,000 by issuing 11,757,381 shares of common stock during the period ended
March 31, 2004 (note 6). The notes payable outstanding at June 30, 2004 amounted
to $233,115.

                                      F-5





<PAGE>

NOTE 6 - COMMON STOCK

During the period ended December 31, 2003, the Company issued 2,000,000 shares
of its common stock for prepaid services amounting $137,897. The valuation of
shares was based upon market value of the shares at the time of the consummation
of the transaction. During the nine month period ended June 30, 2004, the
Company amortized prepaid consulting amounting $96297. As of June 30, 2004, the
Company has prepaid consulting of $ 41,600 reflected as prepaid consulting fees
in the equity section of the Balance sheet.

The Company issued and put 3,333,333 shares to the escrow account in pursuant to
the Equity Line of Credit during the period ended December 31, 2003 (note 5).
6,295,947 shares were issued out of the escrow account to settle the equity line
of credit, amounting $250,000.

The Company issued and put 11,500,000 shares to the escrow account pursuant to
the Equity Line of Credit during the three month period ended March 31, 2004
(note 5). 11,757,381 shares were issued out of the escrow account to settle the
equity line of credit, amounting to $200,000. 1,125,689 shares remain in the
escrow as of June 30, 2004.

As of December 31, 2003, the Company has 7,349,204 shares of common stock to be
cancelled. These shares were awarded to certain officers of the Company in the
prior years and were subject to restrictions and could not be sold until certain
conditions were met. On September 30, 2003, as the conditions in the agreements
were not met, the shares awards were cancelled per the agreements between the
officers and the Company. These shares have been cancelled by March 31, 2004.

During the nine month period ended June 30, 2004, the Company received $33,900
in cash for shares to be issued. This amount is reflected as shares to be issued
in the equity section of the balance sheet.

On April 7, 2004, the company entered into a consulting agreement with Christina
M. Posey for a period of six months. For the services to be rendered during the
term of the agreement, the Company agreed pay her three million (3,000,000)
shares of the Company's common stock. Accordingly, a prepaid consulting fee of
$64,200 was recorded. Unamortized prepaid consulting fees for the contract
amounted to $34,775.

NOTE 7 - EARNING PER SHARE

Earnings per share for the nine month periods ended June 30, 2004 and 2003 were
determined by dividing net income for the periods by the weighted average number
of both basic and diluted shares of common stock and common stock equivalents
outstanding. Weighted average number of shares used to compute basic and diluted
loss per share is the same since the effect of dilutive securities is
anti-dilutive.

NOTE 8 - RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the period
ended June 30, 2004 presentation.

NOTE 9 - LITIGATION, COMMITMENT & EXTRAORDINARY ITEM

LITIGATION:

The lawsuit which was filed by the Company against its former President,
Dascore, LLC, an entity controlled by the former President and in a business
related to that of the Company; and a former officer and director of the Company
(the "Defendants"), was settled. The Company alleged, that the Defendants had
(1) infringed on certain patents owned by the Company, through knowledge gained
in their former positions; (2) sold or attempted to sell technology owned by the
Company and covered by patents; (3) conspired to convert technology, money and

                                      F-6





<PAGE>

equipment owned by the Company to pay personal expenses, and (4) defrauded the
Company and breached their fiduciary duties in connection with their departure
by retention of property owned by the Company. As a result of this settlement,
the Company recorded a gain of $79,999 in the year ended September 30, 2002, for
the settlement award. The Company also recorded $17,618 as an extraordinary gain
on settlement of debts for forgiven amount of note payable as per the
settlement. In addition, all of outstanding stocks held by the defendants
totaling 7,533,701 shares were returned to the Company and cancelled by the
Company. Certain defendants appealed the settlement, but the judgment of the
court was affirmed on January 21, 2003.

The Company's counsel was served with a motion in the Federal case by the
attorneys of Mr. Wade Cowart. The motion seeks to have the Company pay damages
of up to $100,000 in connection with a restraining order that the Federal court
previously issued against Mr. Cowart. The Company posted the potential maximum
liability of $100,000 as security bond. Mr. Cowart made motions seeking recovery
on the bond posted by the Company for the original injunction. The Company paid
$100,000 to the Court during the quarter ended March 31, 2004 towards the
settlement of the case.

An action filed by the Company for professional negligence, malpractice, breach
of fiduciary duty and breach of contract against Gilliam, Duncan & Harms, its
previous patent counsel, was settled in June 2002. The complaint alleged that
the patent attorneys represented the Company and Jack Moorehead, former
President of the Company, contemporaneously and failed to advise the corporation
of the inherent conflict of interest in representing both parties. The action
further alleged the patent attorneys aided Moorehead and others in
misappropriating the Company's intellectual property and trade secrets. The
action went to trial, and in December 2001 a minute order was issued announcing
a judgment in favor of the Company against the defendants. Harms filed a
voluntary bankruptcy on December 27, 2001. Sionix filed a Complaint in the U.S.
bankruptcy court, alleging claims against Harms and disputing the
dischargeability of the debts owed by Harms to the Company. Upon settlement
agreement, the Company received $200,000 as a full and final settlement for this
Complaint. The Company has recorded this settlement amount of $200,000 as a gain
on settlement in the financial statement for the year ended September 30, 2002.
In connection with this case, the Company also received $1,500 as a settlement
for dismissal of certain parties from this action.

The Company was the defendant in a collection action brought by a law firm that
had previously represented it, Murphey & Murphey v. Sionix Corporation. The law
firm sued the Company for the collection of $156,618 in legal fees. The Company
has filed a cross-complaint alleging, among other things, malpractice and breach
of fiduciary duty. On September 25, 2002, the Company settled the case with
payment terms of $165,000 resulting in a settlement loss of $8,382. The Company
paid $145,000 in the fiscal year 2002 and paid $20,000 in 2003.

In July 2003, an action was filed by a group of the Company shareholders located
in San Diego, alleging a variety of international and negligent acts on the part
of the Company, its officers and directors. The case was voluntarily dismissed
by the plaintiffs, without prejudice, in April 2004.

In August 2003, an action was filed in Kansas by a group of the Company
shareholders located in several states, alleging a variety of international and
negligent acts on the part of the Company, its officers and directors. Though
originally filed in the state court, the case was moved to the United States
District Court, in and for the District of Kansas. In October 2003, the Company
and its co-defendants filed a motion to dismiss the Kansas case. On October 24,
2003, the Kansas shareholder plaintiffs voluntarily dismissed their action.
Costs were assessed against the plaintiffs by the court.

                                      F-7





<PAGE>

NOTE 10- 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 June 30, 2004, the Company had incurred
cumulative losses of $13,339,779 including a loss of $852,299 for the nine month
period ended June 30, 2004. 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. In that regard, on September 17, 2002, the Company entered
into an agreement with an investor, pursuant to which the Investor will purchase
the Company's Common Stock, par value $.001 per share for an aggregate price of
up to Seven Million Five Hundred Thousand Dollars ($7,500,000) (Note 5).

                                      F-8





<PAGE>

Item 2.     Management's Discussion and Analysis or Plan of Operation

         Statements contained in this Quarterly Report on Form 10-QSB include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results of the Company, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements not to occur or be realized. Such forward-looking
statements generally are based upon the Company's best estimates of future
results and activity in the marketplace, and are based upon current conditions
and the most recent results of operations. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "estimate," "anticipate," "intends," "potential,"
"opportunity" or similar terms, or variations of those terms. See the Company's
most recent Annual Report on Form 10-KSB for a description of certain of the
known risks and uncertainties of the Company.

Results of Operations (Three Months Ended June 30, 2004 Compared to Three
--------------------------------------------------------------------------
Months Ended June 30, 2003).
-----------------------------

         General and administrative expenses in the three months ended June 30,
2004 decreased by $220,280, from $367,399 in the prior period to $147,119 in the
current period. The decrease is principally due to reduced staffing and lower
legal expense. Research and development costs decreased by $54,482, principally
due to the completion of most research and development activities relating to
the Company's products, as well as lack of cash to devote to these activities.
The operating loss for the quarter decreased by 274,786, due principally to the
reduced general and administrative expenses and research and development
expense. Net loss for the current quarter of $260,725 includes a $100,000
expense relating to settlement of a legal claim.

Results of Operations (Six Months Ended June 30, 2004 Compared to Six Months
-----------------------------------------------------------------------------
Ended June 30, 2003).
----------------------

         General and administrative expenses in the six months ended June 30,
2004 decreased by $426,381, from $1,223,578 in the prior period to $697,197 in
the current period. The decrease is principally due to reduced staffing and
lower legal expense. Research and development costs decreased by $93,812,
principally due to the completion of most research and development activities
relating to the Company's products, as well as lack of cash to devote to these

                                       3





<PAGE>

activities. The operating loss for the period decreased by $609,388, due
principally to the reduced general and administrative expenses and research and
development expense, offset somewhat by increased depreciation expense. Net loss
for the current period of $851,399 includes a $100,000 expense relating to
settlement of a legal claim.

Liquidity and Capital Resources.
--------------------------------

         On June 30, 2004, the Company had cash and cash equivalents of
approximately $2,639. The principal source of liquidity has been sales of
securities and loans from shareholders. Management anticipates that additional
capital will be required to finance the Company's operations.

         The Company believes that loans from officers, proceeds from private
placements of Common Stock, and possible cash flow from the sale of products,
will be sufficient to finance the Company's operations. However, the Company has
no other 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 quarter.

         As of June 30, 2004, the Company had an accumulated deficit of
$13,339,779. 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.

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 its 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 the 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.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         Sullivan, et al v. Sionix Corporation, et al, filed in the Superior
Court of the State of California in Orange County (Case No. 03CC00283), and
previously reported, was voluntarily dismissed, without prejudice, by the
plaintiffs in April 2004.

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<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

a) 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

(b) Reports on Form 8-K

         None

                                   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:  August 16, 2004

                              By: /s/ James J. Houtz
                                  ---------------------------------------
                                  James J. Houtz, President

                              By: /s/ Robert McCray
                                  ---------------------------------------
                                  Robert McCray, Chief Financial Officer

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