<PAGE>   1

                       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, 1999


                          Commission File No. 2-95626-D


                               SIONIX CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


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


                                 (949) 454-9283
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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 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 [X] No [ ]

            Indicate the number of shares outstanding of each of the
                  issuer's classes of common equity, as of the
                            latest practicable date:

Title of each Class of Common Stock                Outstanding at June 30, 1999
-----------------------------------                ----------------------------

Common Stock, without par value                            32,746,875


<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         The financial statements included herein have been prepared by the
Company, without audit. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. In the opinion of the Company, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company as of June 30, 1999, have been made.

                               SIONIX CORPORATION
                          (A Development Stage Company)

                                 Balance Sheets

                                    ASSETS

<TABLE>
<CAPTION>
                                                   June 30,     September 30,
                                                     1999           1998
                                                   --------     -------------
                                                  (Unaudited)
<S>                                                <C>            <C>
CURRENT ASSETS
   Cash                                            $136,562       $ 11,230
                                                   --------       --------
      Total Current Assets                          136,562         11,230
                                                   --------       --------
PROPERTY AND EQUIPMENT - NET (Notes 2 and 3)        114,954        102,855
                                                   --------       --------
OTHER ASSETS
   Deposits                                          32,231          6,831
   Intangibles - net (Note 4)                       105,993        112,744
                                                   --------       --------
      Total Other Assets                            138,224        119,575
                                                   --------       --------
      TOTAL ASSETS                                 $389,740       $233,660
                                                   ========       ========
</TABLE>


                                        2
<PAGE>   3

                               SIONIX CORPORATION
                          (A Development Stage Company)

                           Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                 June 30,          September 30,
                                                                   1999                1998
                                                                -----------        -------------
                                                                (Unaudited)
<S>                                                             <C>                <C>
CURRENT LIABILITIES
   Accounts payable                                             $    24,894        $   134,229
   Accrued expenses                                                 127,996            138,082
   Related party payables - current portion (Note 6)                 50,000             62,304
   Convertible debenture                                                 --             20,000
                                                                -----------        -----------
      Total Current Liabilities                                     202,890            354,615
                                                                -----------        -----------
LONG-TERM DEBTS
   Related party payables - less current portion (Note 6)           327,351            368,351
                                                                -----------        -----------
      Total Long-Term Debts                                         327,351            368,351
                                                                -----------        -----------
      Total Liabilities                                             530,241            722,966
                                                                -----------        -----------
COMMITMENTS (Note 10)

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock $0.001 par value; 100,000,000 shares
    authorized, 32,746,875 and 25,221,875 shares issued
    and outstanding, respectively                                    32,747             25,222
   Additional paid-in capital                                     4,826,255          4,081,281
   Deficit accumulated during the development stage              (4,999,503)        (4,595,809)
                                                                -----------        -----------
      Total Stockholders' Equity (Deficit)                         (140,501)          (489,306)
                                                                -----------        -----------
      TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                         $   389,740        $   233,660
                                                                ===========        ===========
</TABLE>


                                        3
<PAGE>   4

                               SIONIX CORPORATION
                          (A Development Stage Company)

                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         From
                                                                                      Inception on
                               For the Nine Months         For the Three Months        October 3,
                                  Ended June 30,               Ended June 30,         1994 Through
                             ----------------------        ---------------------        June 30,
                               1999         1998             1999         1998           1999
                             ---------    ---------        ---------    --------      -----------
<S>                          <C>          <C>              <C>          <C>           <C>
REVENUE                      $      --    $      --        $      --    $     --      $    15,500

COST OF SALES                       --           --               --          --            6,540
                             ---------    ---------        ---------    --------      -----------

GROSS PROFIT                        --           --               --          --            8,960
                             ---------    ---------        ---------    --------      -----------

EXPENSES

  Research and development       1,115           --               --          --          850,353
  Depreciation and
   amortization                 36,257       69,900           12,423      23,300          420,352
  Administrative and
   marketing                   363,119       30,781          103,645      14,340        2,492,262
                             ---------    ---------        ---------    --------      -----------

     Total Expenses            400,491      100,681          116,068      37,640        3,762,967
                             ---------    ---------        ---------    --------      -----------

LOSS FROM OPERATIONS          (400,491)    (100,681)        (116,068)    (37,640)      (3,754,007)
                             ---------    ---------        ---------    --------      -----------

OTHER INCOME (EXPENSE)

  Interest income                6,594           --            1,810          --            6,594
  Write-down of obsolete
   software                         --           --               --          --          (53,614)
  Write-down of obsolete
    intangibles                     --           --               --          --       (1,040,865)
  Settlement costs                  --           --               --          --          (25,125)
  Interest                      (9,797)     (14,452)          (7,504)         --         (132,486)
                             ---------    ---------        ---------    --------      -----------

     Total Other Income
      (Expense)                 (3,203)     (14,452)          (5,694)         --       (1,245,496)
                             ---------    ---------        ---------    --------      -----------

NET LOSS                     $(403,694)   $(115,133)       $(121,762)   $(37,640)     $(4,999,503)
                             =========    =========        =========    ========      ===========

LOSS PER SHARE               $   (0.01)   $   (0.00)       $  (0.01)   $   (0.00)
                             =========    =========        ========    =========
</TABLE>


                                        4
<PAGE>   5

                               SIONIX CORPORATION
                          (A Development Stage Company)

                  Statements of Stockholders' Equity (Deficit)
             From Inception on October 3, 1994 through June 30, 1999

<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             Accumulated
                                            Common Stock        Additional   During the
                                       --------------------      Paid-in     Development    Subscription
                                        Shares       Amount      Capital        Stage        Receivable
                                       ---------     ------     ----------   -----------    ------------
<S>                                    <C>           <C>        <C>          <C>            <C>
Balance, October 3, 1994                      --     $   --     $        --      $    --      $    --

Shares issued to initial
 stockholders in October
 1994 at $0.01 per share                  10,000         10              90           --           --

Net loss from October 3, 1994
 through December 31, 1994                    --         --              --       (1,521)          --
                                       ---------     ------     -----------      -------      -------

Balance, December 31, 1994                10,000         10              90       (1,521)          --

Issuance of common
 stock for assignment
 of rights recorded at
 predecessor cost at
 $0.00 per share                       1,990,000      1,990          (1,990)          --           --

Issuance of common
 stock for services at
 $0.25 per share                         572,473        572         135,046           --           --

Issuance of common
 stock for debt at $0.25
 per share                               188,561        188          47,347           --           --

Issuance of common
 stock for debt at $0.50
 per share                               595,860        596         297,334           --           --

Issuance of common
 stock for debt at $2.00
 per share                                98,194         98         196,290           --           --

Issuance of common
 stock for debt at $4.00
 per share                               156,025        156         623,944           --           --
                                       ---------     ------     -----------      -------      -------

Balance forward                        3,611,113     $3,610     $ 1,298,061      $(1,521)     $    --
                                       ---------     ------     -----------      -------      -------
</TABLE>


                                        5
<PAGE>   6

                               SIONIX CORPORATION
                          (A Development Stage Company)

            Statements of Stockholders' Equity (Deficit) (Continued)
             From Inception on October 3, 1994 through June 30, 1999

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                            Common Stock          Additional       During the
                                       ----------------------       Paid-in        Development      Subscription
                                         Shares       Amount        Capital           Stage          Receivable
                                       ----------     -------     -----------      -----------      ------------
<S>                                    <C>            <C>         <C>              <C>              <C>
Balance forward                         3,611,113     $ 3,610     $ 1,298,061      $    (1,521)     $        --

Issuance of common stock for
 cash at $4.00 per share                  138,040         138         552,022               --               --

Issuance of common stock for
 subscription note receivable at
 $4.00 per share                          414,200         414       1,652,658               --       (1,656,800)

Issuance of common stock for
 future production costs
 at $6.00 per share                       112,500         113         674,887               --         (675,000)

Issuance of common stock
 for cash at $6.00 per share               94,517          95         567,005               --               --

Net loss for the year
 ended December 31, 1995                       --          --              --         (914,279)              --
                                       ----------     -------     -----------      -----------      -----------

Balance, December 31, 1995              4,370,370       4,370       4,744,633         (915,800)      (2,331,800)

Issuance of common stock in
 reorganization                        18,632,612      18,633         (58,033)              --               --

Issuance of common stock
 for cash at $1.00 per share              572,407         573         571,834               --               --

Issuance of common stock for
 services at $1.00 per share               24,307          24          24,283               --               --

Net loss for the nine months
 ended September 30, 1996                      --          --              --         (922,717)              --
                                       ----------     -------     -----------      -----------      -----------

Balance, September 30, 1996            23,599,696     $23,600     $ 5,282,717      $(1,838,517)     $(2,331,800)
                                       ----------     -------     -----------      -----------      -----------
</TABLE>


                                       6
<PAGE>   7

                               SIONIX CORPORATION
                          (A Development Stage Company)

            Statements of Stockholders' Equity (Deficit) (Continued)
             From Inception on October 3, 1994 through June 30, 1999

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                          Common Stock             Additional      During the
                                   -------------------------        Paid-in        Development     Subscription
                                      Shares         Amount         Capital           Stage         Receivable
                                   -----------      --------      -----------      -----------      -----------
<S>                                <C>              <C>           <C>              <C>              <C>
Balance, September 30, 1996         23,599,696      $ 23,600      $ 5,282,717      $(1,838,517)     $(2,331,800)

Issuance of common stock for
  cash at $1.00 per share               80,880            81           80,799               --               --

Issuance of common stock for
  cash at $0.69 per share               14,545            15            9,985               --               --

Issuance of common stock for
  cash at $0.67 per share               60,000            60           39,940               --               --

Issuance of common stock for
  cash at $0.56 per share                4,444             4            2,496               --               --

Issuance of common stock for
  cash at $0.50 per share              368,000           368          183,632               --               --

Issuance of common stock for
  cash at $0.31 per share                8,064             8            2,492               --               --

Issuance of common stock for
  cash at $0.25 per share              186,800           187           46,513               --               --

Issuance of common stock for
  services at $0.20 per share          274,299           274           54,586               --               --

Cancellation of shares issued for
  agreement for future production
  costs and other shares              (542,138)         (542)        (674,458)              --          675,000

Net loss for the year ended
  September 30, 1997                        --            --               --         (858,916)              --
                                   -----------      --------      -----------      -----------      -----------
Balance, September 30, 1997         24,054,590      $ 24,055      $ 5,028,702      $(2,697,433)     $(1,656,800)
                                   -----------      --------      -----------      -----------      -----------
</TABLE>


                                       7
<PAGE>   8

                               SIONIX CORPORATION
                          (A Development Stage Company)

            Statements of Stockholders' Equity (Deficit) (Continued)
             From Inception on October 3, 1994 through June 30, 1999

<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                             Common Stock            Additional       During the
                                      -------------------------        Paid-in        Development      Subscription
                                        Shares          Amount         Capital           Stage          Receivable
                                      -----------      --------      -----------      -----------      ------------
<S>                                   <C>              <C>           <C>              <C>              <C>
Balance, September 30, 1997            24,054,590      $ 24,055      $ 5,028,702      $(2,697,433)     $(1,656,800)

Common stock issued for
  cash at $0.10 per share               2,810,000         2,810          278,190               --               --

Common stock issued for
  services valued at $0.10
  per share                               895,455           895           88,651               --               --

Option to purchase 2,200,000
  shares of common stock at
  $0.001 per share                             --            --          220,000               --               --

Cancellation of common
  stock and options                    (2,538,170)       (2,538)      (1,534,262)              --        1,656,800

Net loss for the year ended
  September 30, 1998                           --            --               --       (1,898,376)              --
                                      -----------      --------      -----------      -----------      -----------

Balance, September 30, 1998            25,221,875        25,222        4,081,281       (4,595,809)              --

Common stock issued for
  cash at $0.10 per share
  (unaudited)                           7,525,000         7,525          744,974               --               --

Net loss for the nine months
  ended June 30, 1999
  (unaudited)                                  --            --               --         (403,694)              --
                                      -----------      --------      -----------      -----------      -----------

Balance, June 30, 1999
 (unaudited)                           32,746,875      $ 32,747      $ 4,826,255      $(4,999,503)     $        --
                                      ===========      ========      ===========      ===========      ===========
</TABLE>


                                        8
<PAGE>   9

                               SIONIX CORPORATION
                          (A Development Stage Company)

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         From
                                                                                                     Inception on
                                           For the Nine Months          For the Three Months          October 3,
                                              Ended June 30,                Ended June 30,           1994 Through
                                         ------------------------      ------------------------        June 30,
                                           1999           1998           1999           1998             1999
                                         ---------      ---------      ---------      ---------      -----------
<S>                                      <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
  Net loss                               $(403,694)     $(115,133)     $(121,762)     $ (37,640)     $(4,999,503)
  Adjustments to Reconcile Net
   Loss to Net Cash Used by
   Operating Activities:
    Depreciation and amortization           36,257         69,900         12,423         23,300          420,352
    Common stock issued for services            --             --             --             --          644,331
    Write down of obsolete assets               --             --             --             --        1,040,865
  Change in Assets and Liabilities
    (Increase) decrease in
     accounts receivable                        --             --             --             --               --
    (Increase) decrease in advances             --        (17,254)            --        (17,254)              --
    (Increase) in deposits                 (25,400)       (10,000)        (9,999)       (10,000)         (32,233)
    (Increase) decrease in inventory            --             --             --             --               --
    Increase (decrease) in accounts
     payable and accrued expenses         (119,421)       (61,763)       (12,201)       (22,954)         171,059
                                         ---------      ---------      ---------      ---------      -----------
 Net Cash Used by Operating Activities    (512,258)      (134,250)      (131,539)       (64,548)      (2,755,129)
                                         ---------      ---------      ---------      ---------      -----------
CASH FLOWS FROM
  INVESTING ACTIVITIES
  Purchase of intangibles                       --        (10,448)            --             --         (150,188)
  Purchase of fixed assets                 (41,605)       (52,010)        (5,390)       (52,010)        (167,342)
                                         ---------      ---------      ---------      ---------      -----------
Net Cash Used by
  Investing Activities                     (41,605)       (62,458)        (5,390)       (52,010)        (317,530)
                                         ---------      ---------      ---------      ---------      -----------
CASH FLOWS FROM
  FINANCING ACTIVITIES
  Repayment of notes payable
   and contracts payable                   (73,304)        (9,877)        (2,367)        (9,937)        (103,211)
  Proceeds from sale of common stock       752,499        153,500         56,000        153,500        2,951,158
  Proceeds from notes payable
   and convertible debenture                    --         81,269             --             --          361,274
                                         ---------      ---------      ---------      ---------      -----------
Net Cash Provided by
  Financing Activities                   $ 679,195      $ 224,892      $  53,633      $ 143,563      $ 3,209,221
                                         ---------      ---------      ---------      ---------      -----------
</TABLE>


                                       9
<PAGE>   10

                               SIONIX CORPORATION
                          (A Development Stage Company)

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  From
                                                                                               Inception on
                                        For the Nine Months         For the Three Months        October 3,
                                           Ended June 30,              Ended  June 30,         1994 Through
                                       ---------------------       -----------------------      June 30,
                                         1999         1998            1999          1998          1999
                                       --------     --------       ---------      --------     -----------
<S>                                    <C>          <C>            <C>            <C>          <C>
INCREASE (DECREASE) IN CASH            $125,332     $ 28,184       $ (83,296)     $ 27,005     $   136,562

CASH AT BEGINNING OF PERIOD              11,230          271         219,858         1,450              --
                                       --------     --------       ---------      --------     -----------
CASH AT END OF PERIOD                  $136,562     $ 28,455       $ 136,562      $ 28,455     $   136,562
                                       ========     ========       =========      ========     ===========
CASH PAID FOR:
  Interest                             $ 11,379     $     --       $   7,505      $-           $    17,513
  Income taxes                         $     --     $     --       $      --      $-           $        --

SUPPLEMENTAL DISCLOSURES
 OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES:
  Decrease (Increase) in
    subscription notes receivable
    and future production costs
    receivable                         $     --     $120,000       $      --      $-           $(1,536,800)

  Addition to debt for acquisition
   of intangibles                      $     --     $     --       $      --      $-           $ 1,302,914

  Common stock issued for  services    $     --     $     --       $      --      $-           $   644,331

  Equipment acquired under
   lease payable                       $     --     $     --       $      --      $-           $    25,533
</TABLE>


                                       10
<PAGE>   11

                               SIONIX CORPORATION
                          (A Development Stage Company)

                        Notes to the Financial Statements
                      June 30, 1999 and September 30, 1998

NOTE 1 - COMPANY ORGANIZATION AND BUSINESS ACTIVITY

         Sionix Corporation (the "Company") was incorporated in Nevada on
         October 3, 1994. 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 through
         December 31, 1998 have been principally devoted to research and
         development, organizational activities, and raising capital. As of June
         30, 1998, the Company has had $15,500 of revenues. The ultimate
         recovery of investments and costs is dependent on future profitable
         operations, which presently cannot be determined.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Accounting Method

         The Company's financial statements are prepared using the accrual
         method of accounting. The Company has elected a September 30 year end.

         b. Cash Equivalents

         The Company considers all highly liquid investments with a maturity of
         three months or less when purchased to be cash equivalents.

         c. Property and Equipment

         Property and equipment are recorded at cost. Major additions and
         improvements are capitalized. Minor replacements, maintenance and
         repairs that do not increase the useful life of the assets are expensed
         as incurred. Depreciation of property and equipment is determined using
         the straight-line method over the expected useful lives of the assets
         as follows:

<TABLE>
<CAPTION>
                       Description                Useful Lives
                       -----------                ------------
<S>                                               <C>
                Computers and test equipment        5 years
                Furniture and fixtures              5 years
</TABLE>

         d. Research and Development

         Research and development costs are expensed as incurred.


                                       11
<PAGE>   12

                               SIONIX CORPORATION
                          (A Development Stage Company)

                        Notes to the Financial Statements
                      June 30, 1999 and September 30, 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Basic Loss Per Share

         The computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding at the date of the
         financial statements. Stock warrants and stock options have been
         included in the fully diluted loss per share.

         f. Provision for Income Taxes

         No provision for federal income taxes have been recorded due to net
         operating losses. The Company accounts for income taxes pursuant to
         FASB Statement No. 109. The Internal Revenue Code contains provisions
         which may limit the loss carryforwards available should certain events
         occur, including significant changes in stockholder ownership
         interests. Accordingly, the tax benefit of the loss carryovers is
         offset by a valuation allowance of the same amount. The loss
         carryforwards of approximately $4,250,000 will expire by the year 2013.

         g. Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         h. Unaudited Financial Statements

         The accompanying unaudited financial statements include all of the
         adjustments which, in the opinion of management, are necessary for a
         fair presentation. Such

         adjustments are of a normal, recurring nature.

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment at June 30, 1999 consisted of the following:

<TABLE>
<S>                                            <C>
              Computers and test equipment     $ 195,861
              Furniture and fixtures              25,834
                                               ---------
                   Total                         221,695

              Less accumulated depreciation     (106,741)
                                               ---------
              Property and Equipment - Net     $ 114,954
                                               =========
</TABLE>

         Depreciation expense for the nine months ended June 30, 1999 and the
         year ended September 30, 1998 was $29,506 and $31,565, respectively.


                                       12
<PAGE>   13

                               SIONIX CORPORATION
                          (A Development Stage Company)

                        Notes to the Financial Statements
                      June 30, 1999 and September 30, 1998

NOTE 4 - INTANGIBLE ASSETS

         Intangible assets at June 30, 1999 consisted of the following:

<TABLE>
<S>                                                       <C>
                     Patents issued and pending           $135,033
                     Less accumulated amortization         (29,040)
                                                          --------

                     Intangible Assets - Net              $105,993
                                                          ========
</TABLE>

         Amortization expense for the nine months ended June 30, 1999 and for
         the year ended September 30, 1998 was $6,751 and $99,154, respectively.

NOTE 5 - LOAN PAYABLE

         Pursuant to an acquisition agreement, the Company assumed various
         promissory notes originally signed in 1992 and 1993 totaling $50,000.
         The notes bear interest at 8% and were originally due in 1994.
         Management of the Company currently cannot locate the holder of the
         notes and consequently has not been able to settle the liability. The
         amount is being included as a current liability in the accompanying
         financial statements until management can locate the note holder and
         settle the debt. The liability is included in the related party
         payables.

NOTE 6 - RELATED PARTY PAYABLES

         The Company has received advances in the form of promissory notes from
         various shareholders and other related parties in order to pay minimal
         ongoing operating expenses. As of June 30, 1999, $377,351 was due by
         the Company as a result of these promissory notes of which $50,000 is
         considered to be current. The notes bear interest at rates of 7% to
         13.5%. All of the notes are due on demand and are unsecured.

NOTE 7 - STOCKHOLDERS' EQUITY

         During the year ended December 31, 1995, 414,200 shares of common stock
         were issued in return for notes receivable in the amount of $1,656,800.
         These notes were secured by the shares issued and were non-recourse.
         They had a stated interest rate of 6% and had maturity dates ranging
         from March 1, 1998 to September 7, 1998. During the year ended
         September 30, 1998, the shares originally issued in conjunction with
         the receivable were canceled along with the corresponding subscription
         receivable.


                                       13

<PAGE>   14

                               SIONIX CORPORATION
                          (A Development Stage Company)

                        Notes to the Financial Statements
                      June 30, 1999 and September 30, 1998

NOTE 8 - COMMON STOCK PURCHASE WARRANTS

         The Company's Board of Directors has authorized and approved 851,400
         common stock purchase warrants as of December 31, 1998 as follows:

<TABLE>
<CAPTION>
                 Number       Exercise Price    Expiration
               of Warrants      Per Share          Date
               -----------    --------------    ----------
<S>                           <C>              <C>
                 851,400          $0.50        June 30, 1999
</TABLE>

NOTE 9 - GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business. However, the Company does not have
         significant cash or other material assets, nor does it have an
         established source of revenues sufficient to cover its operating costs
         and to allow it to continue as a going concern. It is the intent of the
         Company to generate revenue through the sales of its software and
         hardware products. In the opinion of management, sales of the Company's
         products, together with the proceeds of an offering of its common
         stock, will be sufficient for it to continue as a going concern.

NOTE 10 - COMMITMENTS

         Employment Agreement

         On January 1, 1998, the Company entered into an employment contract
         with an officer and director. The employment contract calls for
         payments of $7,083 per month to the officer through September 30, 2003.
         As a signing bonus, the officer was given the option to purchase
         2,200,000 shares of the Company's common stock at $0.001 per share.
         Accordingly, compensation expense of $220,000 has been recorded.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         General. The Company has formulated its business plans and strategies
based on certain assumptions of the Company's management regarding the size of
the market for the products which the Company will be able to offer, the
Company's anticipated share of the market, and the estimated prices for and
acceptance of the Company's products. The Company


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<PAGE>   15

continues to believe its business plans and the assumptions upon which they are
based are valid. Although these plans and assumptions are based on the best
estimates of management, there can be no assurance that these assessments will
prove to be correct. No independent marketing studies have been conducted on
behalf of or otherwise obtained by the Company, nor are any such studies
planned. Any future success that the Company might enjoy will depend upon many
factors, including factors which may be beyond the control of the Company or
which cannot be predicted at this time. These factors may include product
obsolescence, increased levels of competition, including the entry of additional
competitors and increased success by existing competitors, changes in general
economic conditions, increases in operating costs including cost of supplies,
personnel and equipment, reduced margins caused by competitive pressures and
other factors, and changes in governmental regulation imposed under federal,
state or local laws.

         The Company's operating results may vary significantly due to a variety
of factors including changing customers profiles, the availability and cost of
raw materials, the introduction of new products by the Company or its
competitors, the timing of the Company's advertising and promotional campaigns,
pricing pressures, general economic and industry conditions that affect customer
demand, and other factors.

         Results of Operations (Three Months Ended June 30, 1999 Compared to
Three Months Ended June 30, 1998 and Six Months Ended March 31, 1999). The focus
of the Company's efforts has changed to concentrate on development,
manufacturing and distribution of the Company's hardware products. The immediate
focus is on the DAF (Dissolved Air Flotation) System, Automatic Back-Flush
Filtration System, 0-Zone Mixing Chamber and other related products, some of
which have their own separate markets. The Company has suspended work on the
Sionix, SCADA System and SCADA Manager Software program, which constituted much
of the Company's focus during the three months ended June 30, 1998..

         The Company is continuing with engineering focus on hardware and water
filtration equipment. The first phase of testing was completed in November 1998.
The second phase of testing was completed in April 1999 and has revealed useful
data. Management is implementing engineering changes prior to the execution of
contracts for production tooling. Management is in negotiations with suppliers
for tooling and production of various support products that have their own
markets. .

         For the three months ended June 30, 1999, the Company reported a net
loss of $121,762. This compares with a net loss of $131,376, for the immediately
preceding quarter (ending March 31, 1999), and a net loss of $37,640 during the
year-ago quarter (ending June 30, 1998) . The decreased quarter to quarter loss
is principally due to slightly lower administrative and marketing expenses. The
increased loss compared with the comparable quarter in 1998 is due to higher
administrative and marketing expenses, as the Company moves toward production.

         Liquidity and Capital Resources. On June 30, 1999, the Company had cash
on hand of $136,352. The principal source of liquidity has been sales of
securities. Management


                                       15
<PAGE>   16

anticipates that additional capital will be required to finance the Company's
operations. The Company believes that expected cash flow plus the anticipated
proceeds from sales of securities will be sufficient to finance the Company's
operations at currently anticipated levels for a period of at least twelve
months. However, there can be no assurance that the Company will not encounter
unforeseen difficulties that may deplete its capital resources more rapidly than
anticipated.

         Year 2000 Issues. The "year 2000" issue concerns the potential exposure
related to the possible automatic generation of business and financial
misinformation resulting from the application of computer programs which have
been written using two digits, rather than four, to define the applicable year
of business transactions. When the year 2000 begins, programs with such
date-related logic will not be able to distinguish between the years 1900 and
2000, potentially causing software and hardware to fail, generating erroneous
calculations or presenting information in an unusable format.

         The Company is dependent on multiple computer servers and the
third-party computer programs running on them to provide data in support of its
accounting and engineering functions. The Company's plan for year 2000
compliance includes the following phases: (i) conducting a comprehensive
inventory of the Company's internal systems, including information technology
systems and non-information technology systems and the systems acquired or to be
acquired by the Company from third parties, (ii) assessing and prioritizing any
required changes, upgrades, or enhancements, (iii) resolving any problems by
repairing or, if appropriate, replacing the non-compliant systems, (iv) testing
all remediated systems for Year 2000 compliance and (v) developing contingency
plans that may be employed in the event that any system used by the Company is
unexpectedly affected by a previously unanticipated problem relating to the Year
2000.

         In recognition of the potential year 2000 problem, the Company has
begun a program to replace any of its existing communications, engineering and
accounting software that is not year 2000 compliant with new software that is
warranted by its vendors as being year 2000 compliant. It is anticipated that
the costs of such replacement will not be material.

         The Company has relationships with various third parties on whom it
relies to provide goods and services necessary for the manufacture and
distribution of its products. These include suppliers and vendors. As part of
its determination of year 2000 readiness, the Company has identified material
relationships with third party vendors and is in the process of assessing the
status of their compliance through the use of informal inquiries and review of
hardware and software documentation.

         The components to be purchased by the Company in connection with the
manufacture of its products are generally available through numerous independent
sources. Due to the broad diversification of these sources, the risk associated
with potential business interruptions as a result of year 2000 non-compliance by
one or more sources is not considered significant. It is


                                       16
<PAGE>   17

anticipated that the steps the Company has taken and is continuing to take to
deal with the year 2000 problem will reduce the risk of significant business
interruptions, but there is no assurance that this outcome will be achieved.
Failure to detect and correct all internal instances of non-compliance or the
inability of third parties to achieve timely compliance could result in the
interruption of normal business operations which could, depending on its
duration, have a material adverse effect on the Company.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On June 10, 1999 the Company filed an action against Jack Moorehead,
Dascore, LLC, S. Donna Friedman and certain others in the U.S. District Court
for the Southern District of California (Case No. 99-cv-1201-K-LSP). Moorehead
is the former President of the Company, and Dascore LLC is an entity controlled
by him and in a business related to that of the Company. S. Donna Friedman is a
former officer and director of the Company.

         The Complaint alleges, among other things, that the defendants have
infringed and continue to infringe on certain patents owned by the Company, and
that they are familiar with the Company's intellectual property through their
past positions with the Company. The Complaint also alleges that the defendants
have sold or attempted to sell technology owned by the Company and covered by
the Company's patents, and that the defendants are unfairly competing with the
Company by exploiting its technology without payment. In addition, the action
includes claims of false advertising, in that the defendants are falsely
representing that they own the technology; interference with economic relations
and interference with prospective advantage, relating to the effect that the
defendants' conduct has had on the Company's dealings with third parties; and
misappropriation of trade secrets learned by the defendants while associated
with the Company. The complaint further alleges that the defendants conspired to
convert technology, money and equipment owned by the Company, and used Company
funds to pay personal expenses. Finally, the complaint alleges that Moorehead
and Friedman defrauded the Company and breached their fiduciary duties to the
Company in connection with their departure from the Company and their retention
of property of the Company.

         In the Complaint, the Company seeks monetary damages in an amount to be
determined, injunctive relief, an accounting and a declaratory judgment.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Inapplicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Inapplicable.


                                       17
<PAGE>   18

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Inapplicable.

ITEM 5.  OTHER INFORMATION

         Inapplicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  27 -- Financial Data Schedule

         (b)      REPORTS ON FORM 8-K

         During the three months ended June 30, 1999 the Company filed a Report
on Form 8-K, dated June 10, 1999.


                                   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.

Date: August 12, 1999              Sionix Corporation


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


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


                                       18
<PAGE>   19
                                 EXHIBIT INDEX


           EXHIBIT
           NUMBER            DESCRIPTION
           -------           -----------
            27               Financial Data Schedule