UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
 
  þ
              QUARTERLY
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the
      quarterly period ended: December 31,
    2009o
              TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from:
 
 Commission
file number: 002-95626-D
 
 SIONIX
      CORPORATION(Exact name of
      registrant as specified in its charter)
   Nevada
                
                87-0428526(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification No.
   2801
      Ocean Park Blvd., Suite 339, Santa Monica, California
                
                90405(Address
      of principal executive offices)
                
                (Zip
      Code)
   
 Issuer’s
telephone number (847)
235-4566
 ___________________________________________________________________________
 (Former
name, former address and former fiscal year, if changed since last
report)
  
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  þNo o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o(The registrant is not
yet subject to this requirement.)
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filed,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              Smaller
      reporting company
              þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o Yes  þ No
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  As of February 10, 2010 the
number of shares of the registrant’s classes of common stock outstanding was
149,988,947.
  
 
 
 Table of Contents
 
 Part
      I
              Financial
      Information
              
              3Item
      1
              Financial
      Statements
              
              3Balance
      Sheets as of December 31, 2009 (Unaudited) and September 30,
      2009
              
              3Statements
      of Income (Unaudited) for the three months ended December 31, 2009 and
      December 31, 2008 (Restated)
              
              4Statement
      of Stockholders’ Deficit (Unaudited) for the period from October 1, 2008
      to December 31, 2009
              
              5Statements
      of Cash Flows (Unaudited) for the three months ended December 31, 2009 and
      December 31, 2008 (Restated)
              
              6Notes
      to unaudited condensed financial statements
              
              7Forward-Looking
      StatementsItem
      2
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              23Item
      3
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              28Item
      4T
              Controls
      and Procedures
              
              28Part
      II
              Other
      Information
              
              29Item
      1.
              Legal
      Proceedings
              
              29Item
      1A
              Risk
      Factors
              
              29Item
      2
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              29Item
      3
              Defaults
      Upon Senior Securities
              
              29Item
      4
              Submission
      of Matters to a Vote of Security Holders
              
              30Item
      5
              Other
      Information
              
              30Item
      6
              Exhibits
              
              30Signatures
              
              31
 
 2
  PART
I, ITEM 1.  FINANCIAL STATEMENTS.
 
 SIONIX
CORPORATION
 BALANCE
SHEETS
  As
      ofDecember 31,
                
                
                As
      ofSeptember 30,2009
                
                
                2009ASSETS
                
                (Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                
                $
                14,594
                
                
                $
                22,982Other
      receivable
                
                
                195,000
                
                
                
                155,000Inventory
                
                
                -
                
                
                
                1,069,460Other
      current assets
                
                
                21,990
                
                
                
                40,698TOTAL
      CURRENT ASSETS
                
                
                231,584
                
                
                
                1,288,140PROPERTY
      AND EQUIPMENT, net
                
                
                46,117
                
                
                
                64,203DEPOSITS
                
                
                4,945
                
                
                
                28,495TOTAL
      ASSETS
                
                
                282,646
                
                
                
                1,380,838LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                730,497
                
                
                $
                611,693Accrued
      expenses
                
                
                3,119,513
                
                
                
                3,066,106Customer
      deposits
                
                
                -
                
                
                
                1,620,000Liquidated
      damages liability
                
                
                78,750
                
                
                
                78,750Notes
      payable – related parties
                
                
                107,000
                
                
                
                107,000Short-term
      promissory notes payable
                
                
                340,000
                
                
                
                390,000Convertible
      notes, net of debt discounts
                
                
                2,182,778
                
                
                
                1,738,19410%
      subordinated notes, net of debt discounts
                
                
                482,492
                
                
                
                482,492Warrant
      and option liability
                
                
                4,001,778
                
                
                
                7,937,620Beneficial
      conversion liability
                
                
                1,134,753
                
                
                
                2,001,143TOTAL
      CURRENT LIABILITIES
                
                
                12,177,561
                
                
                
                18,032,998STOCKHOLDERS'
      DEFICITCommon
      stock (150,000,000 shares authorized; par value $.001; 148,795,946 shares
      issued and 148,314,046 outstanding at December 31, 2009 and September 30,
      2009)
                
                
                148,313
                
                
                
                148,313Additional
      paid-in capital
                
                
                12,089,664
                
                
                
                12,089,664Shares
      to be issued
                
                
                19,400
                
                
                
                400Deficit
      accumulated during development stage
                
                
                (24,152,292
                )
                
                
                (28,890,537
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (11,894,915
                )
                
                
                (16,652,160
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                282,646
                
                
                $
                1,380,838
 
 The
accompanying notes form an integral part of these unaudited condensed financial
statements.
 
 3
   SIONIX
CORPORATION
 STATEMENTS
OF INCOME
 (UNAUDITED)
 
 For
      the Three MonthsEnded
      December 31,2009
                
                
                2008(As
      Restated)Net
      revenues
                
                $
                1,620,000
                
                
                $
                -Cost
      of sales
                
                
                1,091,500Gross
      profit
                
                
                528,500
                
                
                
                -Operating
      expensesGeneral
      and administrative
                
                
                252,755
                
                
                
                621,543Research
      and development
                
                
                110,943
                
                
                
                178,963Depreciation
      and amortization
                
                
                6,869
                
                
                
                12,359Total
      operating expenses
                
                
                370,567
                
                
                
                812,865Income
      (loss) from operations
                
                
                157,933
                
                
                
                (812,865
                )Other
      income (expense)Interest
      income
                
                
                -
                
                
                
                3,591Interest
      expense and financing costs
                
                
                (84,010
                )
                
                
                (94,765
                )Gain
      on change in fair value of warrant and option liability
                
                
                4,006,604
                
                
                
                2,504,055Gain
      on change in fair value of beneficial conversion liability
                
                
                866,390
                
                
                
                3,861,073Impairment
      of property and equipment
                
                
                (11,217
                )
                
                
                -Write
      off of property and equipment
                
                
                -
                
                
                
                (24,424
                )Loss
      on lease termination
                
                
                (197,455
                )
                
                
                -Total
      other income
                
                
                4,580,312
                
                
                
                6,249,530Income
      before income taxes
                
                
                4,738,245
                
                
                
                5,436,665Income
      taxes
                
                
                -
                
                
                
                -Net
      income available to common stockholders
                
                $
                4,738,245
                
                
                $
                5,436,665Basic
      income per share
                
                $
                0.03
                
                
                $
                0.04Diluted
      income per share
                
                $
                0.02
                
                
                $
                0.04Basic
      weighted average number ofshares
      of common stock outstanding
                
                
                148,314,046
                
                
                
                135,582,425Diluted
      weighted average number ofshares
      of common stock outstanding
                
                
                167,051,458
                
                
                
                135,582,425
 The
accompanying notes form an integral part of these unaudited condensed financial
statements.
  4
 SIONIX
CORPORATION
 STATEMENTS
OF STOCKHOLDERS' DEFICIT
 FOR
THE PERIOD FROM OCTOBER 1, 2008 TO DECEMBER 31, 2009
 
 DeficitCommon
      Stock
              
              
              Additional
              
              
              Shares
              
              
              Stock
              
              
              Shares
              
              
              Unamortized
              
              
              Accumulated
              
              
              TotalNumber
              
              
              
              
              
              Paid-in
              
              
              to
      be
              
              
              Subscription
              
              
              to
      be
              
              
              Consulting
              
              
              from
              
              
              Stockholders'of
      Shares
              
              
              Amount
              
              
              Capital
              
              
              Issued
              
              
              Receivable
              
              
              Cancelled
              
              
              Fees
              
              
              Inception
              
              
              DeficitBalance
      at October 1, 2008, restated
              
              
              134,274,313
              
              
              $
              134,274
              
              
              $
              10,841,007
              
              
              $
              126,429
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (33,914,735
              )
              
              $
              (22,813,025
              )Conversion
      of note payable into common stock
              
              
              7,819,419
              
              
              
              7,819
              
              
              
              473,023
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              480,842Common
      stock issued for services
              
              
              1,200,139
              
              
              
              1,200
              
              
              
              225,029
              
              
              
              (126,029
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              100,200Common
      stock issued for property and equipment
              
              
              833,333
              
              
              
              833
              
              
              
              124,167
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              125,000Common
      stock issued for cash and debt settlement
              
              
              500,000
              
              
              
              500
              
              
              
              29,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,000Common
      stock issued for warrant exercises
              
              
              2,886,842
              
              
              
              2,887
              
              
              
              262,113
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              265,000Common
      stock issued related to short-term notes
              
              
              800,000
              
              
              
              800
              
              
              
              134,825
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              135,625Net
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,024,198
              
              
              
              5,024,198Balance
      at September 30, 2009
              
              
              148,314,046
              
              
              $
              148,313
              
              
              $
              12,089,664
              
              
              $
              400
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (28,890,537
              )
              
              $
              (16,652,160
              )Common
      stock to be issued for services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              19,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              19,000Net
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,738,245
              
              
              
              4,738,245Balance
      at December 31, 2009, unaudited
              
              
              148,314,046
              
              
              $
              148,313
              
              
              $
              12,089,664
              
              
              $
              19,400
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (24,152,292
              )
              
              $
              (11,894,915
              )
 
 The
accompanying notes form an integral part of these unaudited condensed financial
statements.
  5
 SIONIX
CORPORATION
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
  For
      the Three MonthsEnded
      December 31,2009
                
                
                2008(As
      Restated)OPERATING
      ACTIVITIES:Net
      income
                
                $
                4,738,245
                
                
                $
                5,436,665Adjustments
      to reconcile net income to net cash used inoperating
      activities:Depreciation
                
                
                6,869
                
                
                
                12,359Amortization
      of beneficial conversion features discount andwarrant
      discount
                
                
                -
                
                
                
                27,094Stock
      based compensation expense - employee
                
                
                70,762
                
                
                
                208,244Stock
      based compensation expense - consultant
                
                
                19,000
                
                
                
                10,508Gain
      on change in fair value of warrant and option liability
                
                
                (4,006,604
                )
                
                
                (2,504,055
                )Gain
      on change in fair value of beneficial conversion liability
                
                
                (866,390
                )
                
                
                (3,861,073
                )Impairment
      of property and equipment
                
                
                11,217
                
                
                
                57,581Loss
      on termination of lease
                
                
                197,455
                
                
                
                -(Increase)
      decrease in assets:Inventory
                
                
                1,069,460
                
                
                
                (318,474
                )Other
      current assets
                
                
                18,708
                
                
                
                (42,977
                )Other
      assets
                
                
                (2,400
                )
                
                
                -Increase
      (decrease) in liabilities:Accounts
      payable
                
                
                118,804
                
                
                
                199,660Accrued
      expenses
                
                
                36,486
                
                
                
                122,261Customer
      deposits
                
                
                (1,620,000
                )
                
                
                -Net
      cash used in operating activities
                
                
                (208,388
                )
                
                
                (652,207
                )INVESTING
      ACTIVITIES:Acquisition
      of property and equipment
                
                
                -
                
                
                
                (3,157
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                (3,157
                )FINANCING
      ACTIVITIES:Proceeds
      from convertible notes payable
                
                
                200,000
                
                
                
                -Net
      cash provided by financing activities
                
                
                200,000
                
                
                
                -NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                
                
                (8,388
                )
                
                
                (655,364
                )CASH
      AND CASH EQUIVALENTS, BEGINNING
                
                
                22,982
                
                
                
                1,220,588CASH
      AND CASH EQUIVALENTS, ENDING
                
                $
                14,594
                
                
                $
                565,224SUPPLEMENTAL
      INFORMATION:Cash
      and cash equivalents paid for interest
                
                $
                -
                
                
                $
                -Cash
      and cash equivalents paid for taxes
                
                $
                -
                
                
                $
                -
 
 The
accompanying notes form an integral part of these unaudited condensed financial
statements.
  6
 
 NOTE 1
– ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 Sionix
Corporation (the "Company") was incorporated in Utah in 1985.  The
Company was formed to design, develop, and market automatic water filtration
systems primarily for small water districts.
 
 The
Company completed its reincorporation as a Nevada corporation effective July 1,
2003. The reincorporation was completed pursuant to an Agreement and Plan of
Merger between Sionix Corporation, a Utah corporation ("Sionix Utah") and its
wholly-owned Nevada subsidiary, Sionix Corporation ("Sionix Nevada"). Under the
merger agreement, Sionix Utah merged with and into Sionix Nevada, and each share
of Sionix Utah’s common stock was automatically converted into one share of
common stock, par value $0.001 per share, of Sionix Nevada. The merger was
effected by the filing of Articles of Merger, along with the Agreement and Plan
of Merger, with the Secretary of State of Nevada.
 
 NOTE
2 – SUMARRY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States (“GAAP”) requires management to make
certain 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.  Significant estimates include collectability of accounts
receivable, accounts payable, sales returns, and recoverability of long-term
assets.
 
 Cash and Cash
Equivalents
 
 Cash and
cash equivalents represent cash and short-term highly liquid investments with
original maturities of three months or less.
 
 Inventory
 
 Inventory
is stated at the lower of cost or market, with costs generally determined on a
first-in first-out basis. Management utilizes specific product identification,
historical product demand, and comparison of inventory costs to market value as
the basis for determining excess or obsolete inventory
reserve.  Changes in market conditions, lower than expected customer
demand, or changes in technology or features are also considered by management
in determining whether an allowance for obsolete inventory is
required.  As of December 31, 2009 and September 30, 2009, the Company
believes that no reserve is required. The Company had no inventory at December
31, 2009. Inventory at September 30, 2009 was $1,069,460 and consisted of work
in process.
 
 Property and
Equipment
 
 Property
and equipment is stated at cost. The cost of additions and improvements are
capitalized while maintenance and repairs are expensed as incurred. Depreciation
of property and equipment is provided on a straight-line basis over the
estimated useful lives of the assets.
 
 Property
and equipment are being depreciated and amortized on the straight-line basis
over the following estimated useful lives:
  YearsMachinery
      and equipment
              
              
              5Furniture
      and fixtures
              
              
              3-5Leasehold
      improvements
              
              
              3
 
 Accrued Derivative
Liabilities
 
 The
Company applies ASC Topic 815, “Derivatives and Hedging,” which provides a
two-step model to determine whether a financial instrument or an embedded
feature is indexed to an issuer’s own stock and thus able to qualify for equity
treatment. Liability accounting was triggered for the Company as there were
insufficient shares to fulfill all potential conversions. The Company determines
which instruments or embedded features require liability accounting and records
the fair values as an accrued derivative liability. The changes in the values of
the accrued derivative liabilities are shown in the accompanying statements of
operations as “gain (loss) on change in fair value of warrant and option
liability” and “gain (loss) on change in fair value of beneficial conversion
liability.”
 
 7
 Fair Value
Measurements
 
 For
certain of the Company’s financial instruments, including cash and cash
equivalents, accounts payable, accrued expenses and short-term debt, the
carrying amounts approximate fair value due to their short
maturities.  In addition, the Company has short-term debt with
investors. The carrying amounts of the short-term liabilities approximate their
fair value based on current rates for instruments with similar
characteristics.
 
 Accounting
Standards Codification ("ASC") Topic 820, “Fair Value Measurements and
Disclosures,” requires disclosure of the fair value of financial instruments
held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value,
and establishes a three-level valuation hierarchy for disclosures of fair value
measurement that enhances disclosure requirements for fair value
measures.  The carrying amounts reported in the balance sheets for
receivables and current liabilities each qualify as financial instruments and
are a reasonable estimate of their fair values because of the short period of
time between the origination of such instruments and their expected realization
and their current market rate of interest. The three levels of valuation
hierarchy are defined as follows:
  ·
              Level
      1 inputs to the valuation methodology are quoted prices for identical
      assets or liabilities in active markets.·
              Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.·
              Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.
 
 The
Company analyzes all financial instruments with features of both liabilities and
equity under ASC Topic 480, “Distinguishing Liabilities from Equity,” and ASC
Topic 815.
 
 The
Company’s warrant and option liability is carried at fair value totaling
$4,001,778 and $7,937,620 as of December 31, 2009 and September 30, 2009,
respectively.  The Company’s beneficial conversion liability is
carried at fair value totaling $1,134,753 and $2,001,143 as of December 31, 2009
and September 30, 2009, respectively.  The Company used Level 2 inputs
for its valuation methodology for the warrant and option liability and
beneficial conversion liability as their fair values were determined by using
the Black-Scholes option pricing model based on various
assumptions.
 
 Fair
      Value as of
                December
      31, 2009
                (Unaudited)
              
              Fair
      Value Measurements at December 31, 2009 Using Fair Value
      HierarchyLiabilities
              
              
              
              Level
      1
              
              Level
      2
              
              Level
      3Warrant
      and option liability
              
              $
              4,001,778
              
              
              
              $
              4,001,778Conversion
      option liability
              
              
              1,134,753
              
              
              
              
              1,134,753Total
      accrued derivative liabilities
              
              $
              5,136,531
              
              
              
              $
              5,136,531
 
 
 Fair
      Value as of
                September
      30, 2009
              
              Fair
      Value Measurements at September 30, 2009 Using Fair Value
      HierarchyLiabilities
              
              
              
              Level
      1
              
              Level
      2
              
              Level
      3Warrant
      and option liability
              
              $
              7,937,620
              
              
              
              $
              7,937,620Conversion
      option liability
              
              
              2,001,143
              
              
              
              
              2,001,143Total
      accrued derivative liabilities
              
              $
              9,938,763
              
              
              
              $
              9,938,763
 
 The
Company recognized a gain on change in fair value of warrant and option
liability of $4,006,604 and $2,504,055 for the three months ended December 31,
2009 and 2008, respectively.  The Company recognized a gain on change
in fair value of beneficial conversion liability of $866,390 and $3,861,073 for
the three months ended December 31, 2009 and 2008, respectively.
 
 The
Company did not identify any other non-recurring assets and liabilities that are
required to be presented in the balance sheets at fair value in accordance with
ASC Topic 825.
 
 Advertising
 
 The cost
of advertising is expensed as incurred. The Company did not incur advertising
expenses for the three months ended December 31, 2009 and 2008.
  8
 
 Revenue
Recognition
 
 Revenues
from products sales are recorded when all four of the following criteria are
met: (i) persuasive evidence of an arrangement exists; (ii) delivery has
occurred or services have been rendered; (iii) the Company's price to the buyer
is fixed or determinable; and (iv) collectability is reasonably assured. The
Company's policy is to report its sales levels on a net revenue basis, with net
revenues being computed by deducting from gross revenues the amount of actual
sales returns and the amount of reserves established for anticipated sales
returns.
 
 The
Company's policy for shipping and handling costs, billed to customers, is to
include it in revenue in accordance with ASC Topic 605, “Revenue Recognition,”
which requires that all shipping and handling billed to customers should be
recorded as revenue. Accordingly, the Company records its shipping and handling
amounts within net sales and operating expenses.
 
 The
Company earned revenues of $1,620,000 for the three months ended December 31,
2009. The Company did not earn revenue for the three months ended December 31,
2008.
 
 Research and
Development
 
 The cost
of research and development is expensed as incurred. Total research and
development costs were $110,943 and $178,963 for the three months ended December
31, 2009 and 2008, respectively.
 
 Income
Taxes
 
 The
Company accounts for income taxes in accordance with ASC Topic 740, “Income
Taxes.” ASC Topic 740 requires a company to use the asset and liability method
of accounting for income taxes, whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion, or all of, the
deferred tax assets will not be realized.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.
 
 Under ASC
Topic 740, a tax position is recognized as a benefit only if it is “more likely
than not” that the tax position would be sustained in a tax examination, with a
tax examination being presumed to occur. The amount recognized is the largest
amount of tax benefit that is greater than 50% likely of being realized on
examination. For tax positions not meeting the “more likely than not” test, no
tax benefit is recorded. The adoption had no effect on the Company’s financial
statements.
 
 Stock-Based
Compensation
 
 The
Company records stock-based compensation in accordance with ASC Topic 718,
“Compensation - Stock Compensation.”  ASC Topic 718 requires companies
to measure compensation cost for stock-based employee compensation at fair value
at the grant date and recognize the expense over the employee’s requisite
service period. Under ASC Topic 718, the Company’s volatility is based on the
historical volatility of the Company’s stock or the expected volatility of
similar companies. The expected life assumption is primarily based on historical
exercise patterns and employee post-vesting termination behavior. The risk-free
interest rate for the expected term of the option is based on the U.S. Treasury
yield curve in effect at the time of grant.
 
 The
Company uses the Black-Scholes option-pricing model, which was developed for use
in estimating the fair value of options. Option-pricing models require the input
of highly complex and subjective variables including the expected life of
options granted and the Company’s expected stock price volatility over a period
equal to or greater than the expected life of the options. Because changes in
the subjective assumptions can materially affect the estimated value of the
Company’s employee stock options, it is management’s opinion that the
Black-Scholes option-pricing model may not provide an accurate measure of the
fair value of the Company’s employee stock options. Although the fair value of
employee stock options is determined in accordance with ASC Topic 718 using an
option-pricing model, that value may not be indicative of the fair value
observed in a willing buyer/willing seller market transaction.
 
 9
 Earnings Per
Share
 
 Earnings
per share is calculated in accordance with the ASC Topic 260, “Earnings Per
Share.”  Basic net loss per share is computed by dividing the net loss
available to common stock holders by the weighted average number of common
shares outstanding. Diluted net loss per share is based on the assumption that
all dilutive convertible shares and stock options and warrants were converted or
exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants that are deemed “in the money” are assumed to
be exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common stock at
the average market price during the period. Also, under this method, convertible
notes are treated as if they were converted at the beginning of the
period.  The following is a reconciliation of the income (numerator)
and number of shares (denominator) used in the basic and diluted earnings per
share computations for the three months ended December 31, 2009 and
2008.
 
 For
      the Three Months Ended December 31, 2009Weighted
      AverageIncome
                  
                  
                  Number
      of Shares
                  
                  
                  Amount
      per(Numerator)
                  
                  
                  (Denominator)
                  
                  
                  ShareBasic
      Earnings Per ShareIncome
      available to common stockholders
                  
                  $
                  4,738,245
                  
                  
                  
                  148,314,046
                  
                  
                  $
                  0.03Effect
      of Dilutive SecuritiesAdjustment
      - gain on "in the money" warrants
                  
                  
                  (781,360
                  )
                  
                  
                  1,871,053Adjustment
      - gain on debt conversions and interest, net
                  
                  
                  (848,803
                  )
                  
                  
                  16,866,359Diluted
      Earnings Per ShareAdjusted
      income available to common stockholders
                  
                  $
                  3,108,082
                  
                  
                  
                  167,051,458
                  
                  
                  $
                  0.02
  For
      the Three Months Ended December 31, 2008Income(Numerator)
                  
                  
                  Weighted
      Average
                      Number
      of Shares
                      (Denominator)
                  
                  
                  Amount
      perShareBasic
      and Diluted Earnings Per ShareIncome
      available to common stockholders
                  
                  $
                  5,436,665
                  
                  
                  
                  135,582,425
                  
                  
                  $
                  0.04
 10
 Options
and warrants to purchase 20,101,316 and 28,849,099 shares of common stock,
respectively, at exercise prices ranging from $0.15 to $0.30 per share were
outstanding during the first quarter of 2010, but were not included in the
computation of diluted earnings per share as their exercise prices were greater
than the average market price of the common stock.
 
 Concentration of Credit
Risk
 
 As of
December 31, 2009 and September 30, 2009, the Company had deposits in financial
institutions over the federally insured limits of $100,000. The Company does not
believe there is any credit risk related to these deposits due to the financial
condition of the financial institution.
 
 Reclassifications
 
 Certain
items in the prior financial statements have been reclassified to conform to the
current period’s presentation. These reclassifications had no effect on the
previously reported net income.
 
 Recently Issued Accounting
Pronouncements
 
 In April
2009, the Financial Accounting Standards Board (“FASB”) issued an accounting
standard to make the other-than-temporary impairments guidance more operational
and to improve the presentation of other-than-temporary impairments in the
financial statements. This standard will replace the existing requirement that
the entity’s management assert it has both the intent and ability to hold an
impaired debt security until recovery with a requirement that management assert
it does not have the intent to sell the security, and it is more likely than not
it will not have to sell the security before recovery of its cost basis. This
standard provides increased disclosure about the credit and noncredit components
of impaired debt securities that are not expected to be sold and also requires
increased and more frequent disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses. Although this
standard does not result in a change in the carrying amount of debt securities,
it does require that the portion of an other-than-temporary impairment not
related to a credit loss for a held-to-maturity security be recognized in a new
category of other comprehensive income and be amortized over the remaining life
of the debt security as an increase in the carrying value of the security. This
standard became effective for interim and annual periods ending after
June 15, 2009. The adoption of this standard did not have a material impact
on the Company’s financial statements.
 
 11
 
 In April
2009, the FASB issued an accounting standard that requires disclosures about
fair value of financial instruments not measured on the balance sheet at fair
value in interim financial statements as well as in annual financial statements.
Prior to this accounting standard, fair values for these assets and liabilities
were only disclosed annually. This standard applies to all financial instruments
within its scope and requires all entities to disclose the method(s) and
significant assumptions used to estimate the fair value of financial
instruments. This standard does not require disclosures for earlier periods
presented for comparative purposes at initial adoption, but in periods after the
initial adoption, this standard requires comparative disclosures only for
periods ending after initial adoption. The adoption of this standard did not
have a material impact on the disclosures related to the
Company's financial statements.
 
 In June
2009, the FASB issued an update of ASC Topic 105, “Generally Accepted Accounting
Principles,” that amends the accounting and disclosure requirements for
transfers of financial assets. This accounting standard requires greater
transparency and additional disclosures for transfers of financial assets and
the entity’s continuing involvement with them and changes the requirements for
derecognizing financial assets. In addition, it eliminates the concept of a
qualifying special-purpose entity (“QSPE”). This accounting standard is
effective for financial statements issued for fiscal years beginning after
November 15, 2009. The Company has not completed the assessment of
the impact this new standard will have on the Company’s financial
statements.
 
 In
June 2009, the FASB issued guidance which amends certain ASC concepts
related to consolidation of variable interest entities (formerly SFAS
No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance
is effective for fiscal years beginning after November 15, 2009. The
Company is currently evaluating the potential impact the adoption of this
guidance will have on the Company’s financial statements.
 
 In June
2009, the EITF reached final consensus on ASU 2009-15, “Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing.” ASU 2009-15 provides guidance for accounting and reporting for
own-share lending arrangements issued in contemplation of a convertible debt
issuance. At the date of issuance, a share-lending arrangement entered into on
an entity’s own shares should be measured at fair value in accordance with ASC
Topic 820 and recognized as an issuance cost, with an offset to additional
paid-in capital. Loaned shares are excluded from basic and diluted earnings per
share unless default of the share-lending arrangement occurs. The amendments
also require several disclosures including a description and the terms of the
arrangement and the reason for entering into the arrangement. The effective
dates of the amendments are dependent upon the date the share-lending
arrangement was entered into and include retrospective application for
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009. The Company is currently evaluating the potential
impact of ASU 2009-15 on the Company’s financial statements.
  In August
2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring
liabilities at fair value. This ASU provides additional guidance clarifying the
measurement of liabilities at fair value in circumstances in which a quoted
price in an active market for the identical liability is not available; under
those circumstances, a reporting entity is required to measure fair value using
one or more of the valuation techniques, as defined. This ASU is effective for
the first reporting period, including interim periods, beginning after the
issuance of this ASU. The adoption of this ASU did not have a material impact on
the Company’s financial statements.
 
 In
October 2009, the FASB issued ASU 2009-13, "Multiple-Deliverable Revenue
Arrangements." now codified under FASB ACT Topic 605, "Revenue Recognition." ASU
2009-13 requires entities to allocate revenue in an arrangement using estimated
selling pricing of the delivered goods and services based on a selling price
hierarchy. The amendment eliminated the residual method of revenue allocation
and requires revenue to be allocated using the relative selling price method.
ASU 2009-13 should be applied on a prospective basis for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010, with early adoption permitted. The Company is currently evaluating the
potential impact of ASU 2009-13 on the financial statements.
  In
December 2009, the FASB issued ASC Topic 860, “Transfers and Servicing.” ASC
Topic 860 amends prior accounting guidance to enhance reporting about transfers
of financial assets, including securitizations, and where companies have
continuing exposure to the risks related to transferred financial assets. The
new authoritative accounting guidance eliminates the concept of a “qualifying
special-purpose entity” and changes the requirements for derecognizing financial
assets. The new authoritative accounting guidance also requires additional
disclosures about all continuing involvements with transferred financial assets
including information about gains and losses resulting from transfers during the
period. The new authoritative accounting guidance under ASC Topic 860 will be
effective January 1, 2010 and is not expected to have a significant impact
on the Company’s financial statements.
 
 12
  NOTE 3
–  OTHER RECEIVABLE
  Other receivable consisted of the
following:
  December
      31,
                
                
                September
      30,2009
                
                
                2009(Unaudited)Financing
      receivable, 10% convertible debentures
                
                $
                40,000
                
                
                $
                -Due
      from former officer
                
                
                155,000
                
                
                
                155,000TOTAL
      OTHER RECEIVABLE
                
                $
                195,000
                
                
                $
                155,000
 NOTE 4
– PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at:
 
 December 31,
              
              
              September 30,2009
              
              
              2009(Unaudited)Machinery
      and equipment
              
              $
              115,010
              
              
              $
              271,972Furniture
      and fixtures
              
              
              12,597
              
              
              
              41,176Leasehold
      improvement
              
              
              -
              
              
              
              1,695TOTAL
      PROPERTY AND EQUIPMENT
              
              
              127,607
              
              
              
              314,843Less
      accumulated depreciation
              
              
              (81,490
              )
              
              
              (250,640
              )NET
      PROPERTY AND EQUIPMENT
              
              $
              46,117
              
              
              $
              64,203
 
 Depreciation
expenses for the three months ended December 31, 2009 and 2008 were $6,869 and
$12,359, respectively.
 
 NOTE 5
– ACCRUED EXPENSES
 
 Accrued
expenses consisted of the following at:
 December 31,
              
              
              September 30,2009
              
              
              2009(Unaudited)Accrued
      salaries
              
              $
              1,709,349
              
              
              $
              1,652,174Advisory
      board compensation
              
              
              576,000
              
              
              
              576,000Auto
      allowance accruals
              
              
              104,785
              
              
              
              104,785Interest
      payable
              
              
              336,431
              
              
              
              407,005Accrued
      lease liability
              
              
              171,505
              
              
              
              -Other
      accruals
              
              
              221,443
              
              
              
              326,142TOTAL
      ACCRUED EXPENSES
              
              $
              3,119,513
              
              
              $
              3,066,106
 
 NOTE 6
– CUSTOMER DEPOSITS
 
 In May
2008, the Company received an order for two water filtration systems, which
required a deposit. As of December 31, 2009, the Company has completed its
design and manufacturing phase for one of the two filtration systems and has
recognized the customer deposits into revenue during the three months ended
December 31, 2009. No deposits have been received for the second unit as of the
filing date. As of December 31, 2009 and September 30, 2009, customer deposits
were $0 and $1,620,000, respectively.
 
 NOTE 7
– NOTES PAYABLE  – RELATED PARTIES
 
 The
Company has received advances in the form of unsecured promissory notes from
stockholders in order to pay ongoing operating expenses. These notes bear
interest at rates up to 10% and are due on demand. As of December 31, 2009 and
September 30, 2009, notes payable amounted to $107,000. Accrued interest on the
notes amounted to $86,712 and $84,016 at December 31, 2009 and September 30,
2009, respectively, and is included in accrued expenses. Interest expense on
these notes for the three months ended December 31, 2009 and 2008 amounted to
$2,696 and $2,987, respectively.
 
 No demand
for payment has been made as of December 31, 2009.
 
 NOTE 8
– SHORT-TERM PROMISSORY NOTES PAYABLE
 
 From June
5 to June 26, 2009, the Company borrowed a total of $240,000 in principal amount
from Steel Pier Capital Advisors and Steel Pier Capital Fund, LP.  The
loans are evidenced by four promissory notes (the “Notes”) with principal
amounts ranging from $40,000 to $75,000. As consideration for the loans, the
Company issued a total of 500,000 shares of common stock to Steel Pier Capital
Fund, LP.  The Company determined the fair value of the 500,000 shares
of common stock to be $80,625 based on the trading price of the stock, and
recorded the $80,625 as interest and financing costs.  The Notes
accrue interest at the rate of 10% per annum until the principal amount and all
accrued interest is repaid.  There is no prepayment penalty associated
with the Notes.
 
 The Notes
mature upon the earlier of: (i) two business days after the receipt of funds
from Mourant Cayman Corporate Services LTD or any other financing or investment
source to the Company; (ii) two business days after receiving funds from
Innovative Water Equipment, Inc.; or (iii) July 7, 2009.
 
 13
 Upon an
event of default, the holder of a Note may accelerate the Note and declare all
amounts due under the Note to be due and payable.  An event of default
is defined as (i) any failure to pay any amount of principal or interest when
due; (ii) commencement of a voluntary bankruptcy proceeding, consent to relief
in any involuntary bankruptcy proceeding, consent to the appointment of a
receiver or similar official, or making a general assignment for the benefit of
its creditors; or (iii) entrance into an order or decree under bankruptcy law
that (a) is for relief in any involuntary case or proceeding, (b) appoints a
custodian for any substantial assets or property, or (c) orders the winding up
or liquidation of the Company.
 
 On July
15, 2009 and August 11, 2009, the Company borrowed a total of $150,000 from
Trillium Partner LP and MKM Capital. The loans are evidenced by two promissory
notes and mature 90 days from the date of the notes. As consideration for the
loans, the Company issued a total of 300,000 shares of common
stock.  The Company determined the fair value of the 300,000 shares of
common stock to be $55,000 based on the trading price of the stock, and
recorded the $55,000 as interest and financing costs.  These notes
accrue interest at the rate of 10% per annum until the principal amount and all
accrued interest is repaid.  There is no prepayment penalty associated
with the notes.
 
 On
October 26, 2009, the short-term promissory note with Trillium Partners for the
total amount of $50,000 was amended, which extended the maturity date of the
note to January 20, 2010. The amendment further allows the note to be
convertible into shares of the Company’s common stock at $0.15 per share. The
note is not eligible for conversion until the Company increases its authorized
number of common shares to an amount that is sufficient to enable conversion of
this note. As of December 31, 2009, the note has been reclassified in the
accompanying balance sheet as “convertible notes, net of debt discount.” See
Note 9 under "Short-Term Convertible Note.”
 
 As of
December 31, 2009 and September 30, 2009, the outstanding principal balance of
the short-term promissory notes was $340,000 and $390,000, respectively.
Accrued interest on the notes amounted to $16,517 and $9,106 at December
31, 2009 and September 30, 2009, respectively, and is included in accrued
expenses. Interest expense on these notes for the three months ended December
31, 2009 and 2008 was $8,689 and $0, respectively.
 
 As of
December 31, 2009, the Notes and the note with MKM Capital remain past due as
they matured per the terms of the original agreements.
 
 NOTE 9
– CONVERTIBLE NOTES
 
 Convertible Notes
1
 
 Between
October 2006 and February 2007, the Company completed an offering of $750,000 in
principal amount of convertible notes, which bear interest at 10% per annum and
mature at the earlier of (i) 18 months from the date of issuance (ii) an event
of default or (iii) the closing of any equity related financing by the Company
in which the gross proceeds are a minimum of $2,500,000. These notes are
convertible into shares of the Company’s common stock at $0.05 per share or
shares of any equity security issued by the Company at a conversion price equal
to the price at which such security is sold to any other party. In the event
that a registration statement covering the underlying shares was not declared
effective within 180 days after the closing, the conversion price was to be
reduced by $0.0025 per share for each 30 day period that the effectiveness of
the registration statement was delayed but in no case could the conversion price
to be reduced below $0.04 per share. As of December 31, 2009, the conversion
price was $0.04 per share.
 
 The fair
value of the embedded beneficial conversion features was $750,000 at the date of
issuance using the Black-Sholes valuation model with the following assumptions:
risk free rate of return ranging from 2.02% to 5.09%; volatility ranging from
268% to 275%; dividend yield of 0%; and expected term of 1.5 years.
 
 Based on
the calculation of the fair value of the embedded beneficial conversion feature,
the Company allocated $750,000 to the beneficial conversion feature and the
beneficial conversion feature discount, and none to the convertible note at the
date of issuance. The embedded beneficial conversion feature discount is
amortized to interest expense over the term of the note, which is $41,667 per
month.
 
 During
the three months ended December 31, 2009, no principal and no interest were
converted into shares of common stock.  During the year ended
September 30, 2009, $45,139 of principal and $5,158 of interest has been
converted into 1,535,728 shares of common stock.
 
 14
  As of
December 31, 2009 and September 30, 2009, the outstanding principal amount of
the convertible notes was $488,194. Accrued interest on the notes amounted
to $123,393 and $110,917 at December 31, 2009 and September 30, 2009,
respectively, and is included in accrued expenses.  There was no
unamortized embedded beneficial conversion feature discount as of December 31,
2009 and September 30, 2009.
 
 For the
three months ended December 31, 2009 and 2008, interest expense was $12,476
and $13,556, respectively, and amortization expense for the embedded beneficial
conversion feature discount for the three months ended December 31, 2009 and
2008 was $0 and $125,000, respectively, which was included in interest
expense in the other income (expense) section of the statements of
income.
 
 As of
December 31, 2009, these notes remain past due as they matured per the terms of
the original notes agreements.
 
 Convertible Notes
2
 
 On June
6, 2007, the Company completed an offering of $86,000 in principal amount of
convertible notes, which bear interest at 10% per annum and are due and payable
upon the earlier of (i) the occurrence of an Event of Default or (ii) the
Maturity Date, which is defined as any business day that is not sooner than
December 31, 2008, as the holder of the notes may specify in written notice
delivered to the Company not less than 30 days prior to such specified date.
These notes are convertible into shares of the Company’s common stock at $0.01
per share or shares of any equity security issued by the Company at a conversion
price equal to the price at which such security is sold to any other party.
There are no registration rights associated with these notes.
 
 The fair
value of the embedded beneficial conversion features was $86,000 at the date of
issuance using the Black Sholes valuation model with the following assumptions:
risk free rate of return of 4.96%; volatility of 259.58%; dividend yield of 0%
and an expected term of 1.5 years.
 
 Based on
the calculation of the fair value of the embedded beneficial conversion feature,
the Company allocated $86,000 to the beneficial conversion feature and the
beneficial conversion feature discount, and none to the convertible note. The
embedded beneficial conversion feature discount is amortized to interest expense
over the term of the note, which is $4,778 per month.
 
 During
the year ended September 30, 2009, the investors converted $26,000 of principal
plus accrued interest into 3,094,000 shares of common stock.
 
 As of
December 31, 2009 and September 30, 2009, there was no outstanding principal due
on the convertible notes and there was no unamortized embedded beneficial
conversion feature discount.
 
 For the
three months ended December 31, 2009 and 2008, interest expense was $0 and
$667, respectively, and amortization expense for the embedded beneficial
conversion feature discount for the three months ended December 31, 2009 and
2008 was $0 and $2,890, respectively, which was included in interest
expense in the other income (expense) section of the statements of
income.
 
 Convertible Notes
3
 
 On July
17, 2007, the Company completed an offering of $1,025,000 in principal amount of
Subordinated Convertible Debentures to a group of institutional and accredited
investors, which bear interest at the rate of 8% per annum, and mature 12 months
from the date of issuance. Convertible Notes 3 are convertible into shares of
the Company’s common stock at an initial conversion rate of $0.22 per share,
subject to anti-dilution adjustments. As part of the above offering, the Company
issued warrants to purchase 2,329,546 shares of common stock at an initial
exercise price of $0.50 per share. An amendment dated March 13, 2008 reduces the
conversion rate of the notes to $0.19 per share and the exercise price of the
warrants to $0.30 per share.
 
 Under the
terms of a Registration Rights Agreement signed in conjunction with this
offering, the Company is required to file a registration statement under the
Securities Act of 1933 in order to register the resale of the shares of common
stock issuable upon conversion of the Convertible Notes 3 and the warrant
shares (collectively, the "Registrable Securities"). If the Company did not file
a registration statement with respect to the Registrable Securities within 45
days following the closing of the offering, or if the registration statement was
not declared effective by the Securities and Exchange Commission within 90 days,
then the Company was required to pay to each purchaser damages equal to 1.5% of
the purchase price paid by the purchaser for Convertible Notes 3 for each 30 day
period that followed these deadlines. The aggregate amount of damages payable by
the Company is limited to 15% of the purchase price. The Company had until
August 31, 2007 to file the registration statement and
has accrued $78,750 of expenses as liquidated damages. For the year
ended September 30, 2009, $75,000 of the liquidated damages were converted into
937,500 shares of common stock. No derivative liability is recorded as the
amount of liquidated damage is fixed with a maximum ceiling.
 
 15
 During
the three months ended December 31, 2009, no principal and no interest were
converted into shares of common stock. During the year ended September 30, 2009,
$235,000 of principal and $49,579 of interest has been converted into 3,189,691
shares of common stock.
 
 As of
December 31, 2009 and September 30, 2009, the outstanding principal amount of
the convertible notes was $250,000. Accrued interest on the notes amounted to
$49,571 and $44,460, respectively, for December 31, 2009 and September 30, 2009.
There was no unamortized warrant discount or embedded beneficial conversion
feature discount as of December 31, 2009 and September 30, 2009.
 
 For the
three months ended December 31, 2009 and 2008, interest expense was $5,111
and $9,495, respectively, and there was no amortization expense for the embedded
beneficial conversion feature discount for the three months ended December 31,
2009 and 2008.
 
 As of
December 31, 2009, these notes remain past due as they matured per the terms of
the original notes agreements.
 
 12% Subordinated Convertible
Notes
 
 On July
29, 2008, the Company completed an offering of $1,000,000 in principal amount of
subordinated debentures to a group of institutional and accredited investors.
 The 12% Subordinated Convertible Notes mature on July 29, 2009 or  
sooner if declared due and payable by the holder upon the occurrence of an event
of default, and bear interest at the rate of 12% per annum. The debentures
will be convertible into common stock at a conversion price of $0.25 per share
from and after such time as the authorized common stock is increased in
accordance with applicable federal and state laws. In the event of an offering
of common stock, or securities convertible into common stock, at a price,
conversion price or exercise price less than the conversion price (a “dilutive
issuance”), then the conversion price of any then outstanding subordinated
convertible notes will be reduced to equal such lower price, except in
connection with certain exempt issuances.  In an event of default, the
conversion price will be reduced to $0.15 per share. As part of the above
offering, the Company issued warrants to purchase 3,333,333 shares of common
stock, which expire five years from the date of grant, are exercisable at an
exercise price of $0.30 per share from and after such time as the authorized
common stock is increased in accordance with applicable federal and state laws,
and may be exercised on a cashless basis at the election of the
holder.  In the event of a dilutive issuance, the exercise price of
the warrants will be reduced to equal the price of the securities issued in the
dilutive issuance, except in connection with certain exempt
issuances.
 
 On
October 22, 2009, the 12% Subordinated Convertible Notes were amended. The
amendment extended the maturity date of the notes to April 29, 2010 and reduced
the conversion price to $0.15 per share. Pursuant to the amendment, interest
accrued through October 22, 2009 totaling $154,583 has been added to the
original principal amount.
 
 The
requirement to increase the number of authorized shares of common stock is a
condition that has not occurred, and is not certain to occur. Therefore, the
Company has not recognized the related beneficial conversion feature or the
warrants related to these notes. If and when this condition does occur, the
Company will recognize the beneficial conversion feature and warrants at fair
value on the date the number of authorized shares is increased. The notes will
be converted into 7,697,222 shares of common stock at a conversion price of
$0.15 per share. These shares were excluded from the earnings per share
calculation, as they cannot be converted until the number of authorized shares
of common stock is increased.
 
 At the
completion of the offering on July 29, 2008, Calico Capital Management, LLC
acted as the financial advisor for the Company and received a fee of $40,000.
LBS Financial Services, LLC acted as an agent for the Company in arranging the
transaction and received a fee of $120,000. The Company recorded these fees as
an expense.
 
 As of
December 31, 2009 and September 30, 2009, the principal outstanding totaled
$1,154,583 and $1,000,000, respectively.
 
 Accrued interest
on the notes amounted to $26,557 and $141,040 at December 31, 2009 and September
30, 2009, respectively, and is included in accrued expenses. For the three
months ended December 31, 2009 and 2008, interest expense was $40,101 and
$30,247, respectively.
 
 16
 10% Convertible
Debentures
 
 During
December 2009, the Company completed an offering of $240,000 in principal amount
of convertible debentures to a group of institutional and accredited investors.
 The 10% Convertible Debentures mature on various dates beginning in May
2010 through June 2010  or sooner if declared due and payable by the
holder upon the occurrence of an event of default, and bear interest at the rate
of 10% per annum. The debentures will be convertible into common stock at a
conversion price of $0.15 per share from and after such time as the authorized
common stock is increased in accordance with applicable federal and state laws.
As part of the above offering, the Company issued warrants to purchase 1,000,000
shares of common stock at exercise price of $0.25 per share.
 
 If the
Company at any time on or after the date of the 10% Convertible Debentures
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of common stock into a greater
number of shares, the conversion price in effect immediately prior to such
subdivision will be proportionately reduced.  If the Company at any
time on or after the date of the 10% Convertible Debentures combines (by
combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of common stock into a smaller number of shares, the
conversion price in effect immediately prior to such combination will be
proportionately increased.
  The
requirement to increase the number of authorized shares of common stock is a
condition that has not occurred, and is not certain to occur. Therefore, the
Company has not recognized the related beneficial conversion feature or the
warrants related to these notes. If and when this condition does occur, the
Company will recognize the beneficial conversion feature and warrants at fair
value on the date the number of authorized shares is increased. The note will be
converted into 1,600,000 shares of common stock at a conversion price of $0.15
per share. These shares were excluded from the earnings per share calculation,
as they cannot be converted until the number of authorized shares of common
stock is increased.
 
 As of
December 31, 2009, the principal outstanding totaled $240,000 of which $40,000
is reflected in the accompanying balance sheet as an “other receivable.” The
proceeds of $40,000 were received in January 2010.
 
 Accrued interest
on the notes amounted to $1,329 at December 31, 2009 and is included in accrued
expenses. For the three months ended December 31, 2009, interest expense was
$1,329.
 
 Short-Term Convertible
Note
 
 On
October 26, 2009, a short-term promissory note with Trillium Partners for the
total amount of $50,000 was amended, which extended the maturity date of the
note to January 20, 2010. The amendment further allows the note to be
convertible into shares of the Company’s common stock at $0.15 per share. The
note is not eligible for conversion until the Company increases its authorized
number of common shares to an amount that is sufficient to enable conversion of
this note. As of December 31, 2009, the note has been reclassified from
“short-term promissory notes payable” to “convertible notes, net of debt
discount” as presented in the accompanying balance sheet.
 
 As of
December 31, 2009, the outstanding principal balance of the short-term
convertible note was $50,000. Accrued interest on the note amounted to
$2,556 at December 31, 2009, and is included in accrued expenses. Interest
expense on this note for the three months ended December 31, 2009 was
$1,278.
 
 NOTE 10
– 10%  SUBORDINATED DEBENTURES
 
 In
January 2008, the Company completed an offering of $425,000 in principal amount
of Subordinated Debentures to a group of institutional and accredited investors.
The Subordinated Debentures matured on December 31, 2008, and bear interest
at the rate of 10% per annum. As part of the above offering, the Company
issued warrants to purchase 850,000 shares of common stock, which expire five
years from the date of grant.
 
 On May
22, 2009, the Company entered into an amendment, exchange and waiver agreement
with each holder of the Subordinated Debentures. The terms of the agreement
included the waiver of any claim for default under Section 3.01(a) under the
original debentures, an exchange of the original debenture for a new debenture
equal to the outstanding principal and accrued interest through May 22, 2009,
and the amendment of the exercise price of all outstanding warrants from $0.40
to $0.175.
 
 As of
December 31, 2009 and September 30, 2009, the principal outstanding totaled
$482,493, and there was no unamortized warrant discount.
 
 Accrued interest
on the notes amounted to $29,796 and $17,466 at December 31, 2009 and September
30, 2009, respectively, and is included in accrued expenses.
 
 For the
three months ended December 31, 2009 and 2008, interest expense was $12,330 and
$10,179, respectively, and amortization expense for the warrant discount was $0
and $24,204, respectively, which was included in interest expense in the other
income (expense) section of the statement of income.
 
 The
Company is seeking to renegotiate the terms of these notes. The Company has not
received any demand for payment on these notes.
 
 17


NOTE
11 – WARRANT AND OPTION LIABILITY





The
Company issued warrants as part of debt issuances, stock issuances, and
services.  The warrants and options qualify as derivative instruments
with the fair value of the warrants and options being $4,001,778 and
$7,937,620 at December 31, 2009 and September 30, 2009,
respectively.  The fair value was determined using the Black-Scholes
option pricing model under the following assumptions:




December
      31,
                2009
              
              
              September
      30,
                2009(Unaudited)Risk
      free rate of return
              
              0.47%
      to 2.69
              %
              
              0.40%
      to 2.31
              %Volatility
              
              151%
      to 218
              %
              
              155%
      to 230
              %Dividend
      yield
              
              0
              %
              
              0
              %Expected
      term
              
              1.20
      to 4.96 years
              
              
              1.45
      to 4.73 years





NOTE 12 –BENEFICIAL CONVERSION
FEATURES LIABILITY





Between
October 17, 2006 and February 27, 2007, the Company issued 25 secured
convertible promissory notes for total proceeds to the Company of $750,000
(“Convertible Notes 1”). Convertible Notes 1 could be converted into shares of
the Company’s common stock at a conversion price of $0.05 per share. Convertible
Notes 1 contained a provision that would automatically adjust the conversion
price if equity securities or instruments convertible into equity securities
were issued at a conversion price of less than $0.05.





On June
6, 2007, the Company issued 5 convertible promissory notes for a total of
$86,000 (“Convertible Notes 2”).  No warrants were issued in
connection with Convertible Notes 2. Convertible Notes 2 mature on December 31,
2008 and are convertible into common stock at $0.01 per share.





As a
result of the issuance of Convertible Notes 2, the conversion price for
Convertible Notes 1 was adjusted down from $0.05 to $0.01.  The
decrease in the conversion price increased the potential dilutive shares from
15,000,000 to 75,000,000, and this subsequently increased the total outstanding
and potential dilutive shares over the authorized common share limit of
150,000,000.  Because there were insufficient authorized shares to
fulfill all potential conversions, the Company classified all embedded
conversion options as liabilities. On August 13, 2009, the holders agreed to
forever waive any reduction of the conversion price that would have occurred as
a result of the issuance of Convertible Notes 2.  Therefore, the
conversion rate was increased to $0.04.





As of
December 31, 2009 and September 30, 2009, the Company had $911,158 and $893,571
convertible notes and interest, respectively, which could be converted into
16,866,359 and 16,527,565 shares of common stock, respectively.  The
Company determined the fair value of the beneficial conversion option to be
$1,134,753 and $2,001,143 at December 31, 2009 and September 30, 2009,
respectively, using the Black-Scholes model with the following
assumptions:


December
      31,
              
              
              September
      30,2009
              
              
              2009(Unaudited)Risk
      free rate of return
              
              
              0.47
              %
              
              
              0.14
              %Volatility
              
              
              153
              %
              
              
              132
              %Dividend
      yield
              
              
              0
              %
              
              
              0
              %Expected
      term
              
              0.75
      Years
              
              
              0.25
      Years




NOTE
13 – STOCKHOLDERS' EQUITY
 
 Common
Stock
 
 The
Company has 150,000,000 authorized shares of common stock, par value $0.001 per
share.  As of December 31, 2009 and September 30, 2009, the Company
had 148,795,946 shares of common stock issued. As of December 31, 2009 and
September 30, 2009, there were 481,900 shares of common stock subject to
cancellation. Subsequent to cancellation, the total issued and outstanding
shares of common stock would be 148,314,046.
 
 On June
10, 2009, the Company entered into an agreement to convert $120,000 of
outstanding legal fees for a total of 600,000 shares of common stock. In
connection with the agreement, if the Company’s average closing price of its
common stock is $0.15 or less for the 10 trading days preceding December 10,
2009, the Company is required to issue an additional 200,000 shares of common
stock. The Company’s average closing price of its stock was $0.11. Pursuant to
the agreement, the Company is required to issue an additional 200,000 shares of
common stock. The closing price of the Company’s common stock was $0.095. As of
December 31, 2009, the Company recorded $19,000 as “shares to be issued” in the
accompanying statement of stockholders’ deficit.
 
 18
 
 Stock
Options
 
 A summary
of the Company’s stock options activities:






WeightedWeighted
                
                
                
                
                
                AverageAverage
                
                
                Aggregate
                
                
                RemainingNumber
                
                
                Exercise
                
                
                Intrinsic
                
                
                Contractualof
      Options
                
                
                Price
                
                
                Value
                
                
                LifeOutstanding
      at October 1, 2009
                
                
                19,301,316
                
                
                $
                0.18
                
                
                $
                287,356
                
                
                
                3.02Granted
                
                
                800,000
                
                
                
                0.15Expired
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -Exercised
                
                
                -
                
                
                
                -Outstanding
      at December 31, 2009
                
                
                20,101,316
                
                
                $
                0.17
                
                
                $
                -
                
                
                
                2.86Exercisable
      at December 31, 2009
                
                
                19,622,110
                
                
                $
                0.18
                
                
                $
                -
                
                
                
                2.82


Options
outstanding and exercisable as of December 31, 2009:


Weighted
              
              
              
              
              
              WeightedAverage
              
              
              
              
              
              AverageRemaining
              
              
              
              
              
              RemainingExercise
              
              
              Options
              
              
              Contractual
              
              
              Options
              
              
              ContractualPrice
              
              
              Outstanding
              
              
              Life
              
              
              Exercisable
              
              
              Life$
              0.15
              
              
              
              15,167,790
              
              
              
              2.83
              
              
              
              14,688,584
              
              
              
              2.78$
              0.25
              
              
              
              4,933,526
              
              
              
              2.96
              
              
              
              4,933,526
              
              
              
              2.9620,101,316
              
              
              
              2.86
              
              
              
              19,622,110
              
              
              
              2.82




During
December 2009, the Company granted a total 800,000 options to its new Chief
Executive Officer and Chief Financial Officer in connection with their
employment agreements. The options vest immediately and have a term of five
years. As there were insufficient shares to fulfill potential exercises of these
options, derivative accounting was triggered at the date of grant. The weighted
average grant-date fair value of these options was $70,762.   The fair
value of these options was estimated on the date of the grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
 
 ·
              risk
      free rate of return of 2.35%;
 ·
              volatility
      of 219%;
 ·
              dividend
      yield of 0%; and
 ·
              expected
      term of 5 years.
 
 At
December 31, 2009, the fair value of these options was $78,599 using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
 
 ·
              risk
      free rate of return of 2.35%;
 ·
              volatility
      of 218%;
 ·
              dividend
      yield of 0%; and
 ·
              expected
      term of 4.96 years.
  19
  STOCK
WARRANTS
 
 A summary
of the Company’s warrants activities:
  WeightedAverage
                  
                  
                  AggregateNumber
                  
                  
                  Exercise
                  
                  
                  Intrinsicof
      Warrants
                  
                  
                  Price
                  
                  
                  ValueOutstanding
      at October 1, 2009
                  
                  
                  39,699,099
                  
                  
                  $
                  0.18
                  
                  
                  $
                  850,320Granted
                  
                  
                  1,000,000
                  
                  
                  
                  0.25Expired
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      as of December 31, 2009
                  
                  
                  40,699,099
                  
                  
                  $
                  0.21
                  
                  
                  $
                  -Exercisable
      as of December 31, 2009
                  
                  
                  36,365,766
                  
                  
                  $
                  0.20
                  
                  
                  $
                  -
 Warrants
outstanding and exercisable as of December 31, 2009:
  WeightedAverageRemaining
                
                
                Weighted
      AverageExercise
                
                
                Warrants
                
                
                Warrants
                
                
                Contractual
                
                
                Exercise
      PricePrice
                
                
                Outstanding
                
                
                Exercisable
                
                
                Life
                
                
                Outstanding
                
                
                Exercisable$
                0.10
                
                
                
                11,850,000
                
                
                
                11,850,000
                
                
                
                1.64
                
                
                $
                0.10
                
                
                $
                0.10$
                0.15
                
                
                
                1,041,000
                
                
                
                1,041,000
                
                
                
                4.53
                
                
                $
                0.15
                
                
                $
                0.15$
                0.18
                
                
                
                850,000
                
                
                
                850,000
                
                
                
                3.04
                
                
                $
                0.18
                
                
                $
                0.18$
                0.25
                
                
                
                20,829,312
                
                
                
                19,829,312
                
                
                
                3.13
                
                
                $
                0.25
                
                
                $
                0.25$
                0.30
                
                
                
                6,128,787
                
                
                
                2,795,454
                
                
                
                3.08
                
                
                $
                0.30
                
                
                $
                0.3040,699,099
                
                
                
                36,365,766
                
                
                
                2.72
                
                
                $
                0.21
                
                
                $
                0.20
 
 During
December 2009, the Company completed an offering of $240,000 in principal amount
of convertible debentures to a group of institutional and accredited investors.
 As part of the above offering, the Company issued warrants to purchase
1,000,000 shares of common stock at exercise price of $0.25 per share, which
expire five years from date of grant.
 
 NOTE 14
– COMMITMENTS
  Operating
Lease
 
 As of
August 1, 2008, the Company entered into a 36 month lease for an industrial site
consisting of approximately 12,000 square feet of administrative offices and a
manufacturing facility.  Monthly lease payments for the period from
August 1, 2008 through July 31, 2009 are $8,650 plus common area maintenance
charges; monthly lease payments for the period from August 1, 2009 through July
31, 2010 are $8,995 plus common area maintenance charges and monthly lease
payments for the period from August 1, 2010 through July 31, 2011 are $9,355
plus common area maintenance charges.  The lease agreement includes an
option to extend the lease for an additional 36 months. If the option is
exercised, monthly payments over the three year term would be $9,730 plus common
area maintenance charges from August 1, 2011 through July 31, 2012, $10,118 plus
common area maintenance charges from August 1, 2012 through July 31, 2012, and
$10,523 plus common area maintenance charges from August 1, 2013 through July
31, 2014.
 
 On
December 22, 2009, the Company vacated the administrative offices and
manufacturing facility. No formal agreement has been reached by the Company with
the lessor relating to the future aggregate minimum annual lease payments
arising from this lease agreement. As of December 31, 2009, the Company has
recorded the future minimum rental and common area maintenance charges under the
lease agreement totaling $197,455 and is included in the accompanying statement
of operations as “loss on lease termination” in the other income (expense)
section.
 
 Total
rent expense under this operating lease was $30,495 and $29,460 for the three
months ended December 31, 2009 and 2008, respectively.
 
 Issuance of Shares of Common
Stock for Services
 
 On June
10, 2009, the Company entered into an agreement to convert $120,000 of
outstanding legal fees for a total of 600,000 shares of common stock. However,
if the average closing price of the Common Stock is $0.15 or less for the 10
trading days preceding December 10, 2009, the Company is required to issue an
additional 200,000 shares of common stock.  The Company’s average
closing price of its stock was $0.11. Pursuant to the agreement, the Company is
required to issue an additional 200,000 shares of common stock. The closing
price of the Company’s common stock was $0.095. As of December 31, 2009, the
Company recorded $19,000 as “shares to be issued” in the accompanying statement
of stockholders’ deficit.
 
 20
  NOTE 15
– 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 December 31, 2009, the Company has incurred
cumulative losses of $24,152,292 including net income for the three months ended
December 31, 2009 of $4,738,245. As the Company has no cash flow from
operations, its ability to transition from a development stage company
to an operating company is entirely dependent upon obtaining adequate cash to
finance its overhead, research and development activities, and acquisition of
production equipment. It is unknown when, if ever, the Company will achieve a
level of revenues adequate to support its costs and expenses. In order for the
Company to meet its basic financial obligations, including salaries, debt
service and normal operating expenses, it plans to sell additional units of its
water treatment system, and to seek additional equity or debt financing. Because
of the Company’s history and current debt levels, there is considerable doubt
that the Company will be able to obtain financing. The Company’s ability to meet
its cash requirements for the next twelve months depends on its ability to
obtain such financing. Even if financing is obtained, any such financing will
likely involve additional fees and debt service requirements which may
significantly reduce the amount of cash we will have for our operations.
Accordingly, there is no assurance that the Company will be able to implement
its plans.
 
 As
mentioned in Notes 8, 9, and 10, the Company has short-term promissory notes,
convertible notes, and subordinated debentures that have matured. The Company is
in the process of renegotiating the terms of the notes with the note holders to
extend the maturity date. If the Company is unsuccessful in extending the
maturity date, the Company may not be able to continue as a going concern. The
Company is continuing its efforts to obtain customers for its ELIXIR product,
expanding its sales efforts worldwide as well as expanding the industries it
targets for possible customers. The Company also has future plans for additional
products, and revisions to its current products. In support of this the Company
plans to hire additional personnel who have the industry experience and the
training so that they can be immediately effective in the building of the
Company. The Company is also considering alternatives related to its
manufacturing capabilities and believes that it can effectively outsource most
if not all of its production to contract manufacturers. This would reduce costs
and improve the quality of its products. It is also continuing to seek
additional investment capital in the form of debt or equity to sustain continued
operations, and considering certain changes to its capital structure to become
more attractive to potential investors and business partners. Last, to manage
these activities the Company has hired new senior management who have the
manufacturing, finance and public company experience necessary to manage the
Company.
 
 NOTE
16 – SUPPLEMENTAL CASH FLOW INFORMATION
 
 Supplemental
information of non-cash financing and investing activities:
 
 During
December 2009, the Company issued $40,000 in 10% Convertible Debentures that
were reflected in the accompanying balance sheet as an “other receivable” as the
proceeds of $40,000 were received in January 2010.
 
 Accrued
interest of $154,583 relating to 12% Subordinated Convertible Notes was
reclassified to principal pursuant to an amendment dated October 22,
2009.
 
 On
October 26, 2009, a short-term promissory note of $50,000 was amended that
allowed the note to be convertible into shares of the Company’s common stock at
$0.15 per share.
 
 NOTE 17
– RELATED PARTY TRANSACTION
 
 A
director of the Company loaned $25,000 to the Company as part of the completion
of its 10% Convertible Debentures offering. See Note 8 under "10% Convertible
Debentures.”
 
 During
December 2009, impaired production machinery and equipment was sold to a
director of the Company for $10. Upon the sale of the machinery and equipment,
the responsibility of the removal and cost of the removal of the property from
the Company’s former operating headquarters rested with the director. The
machinery and equipment was removed by the director prior to December 31,
2009.
  21
 
 NOTE 18
– RESTATEMENT
 
 Between
October 17, 2006 and February 27, 2007, the Company issued 25 Convertible Notes
1 for total proceeds to the Company of $750,000. Convertible Notes 1 could be
converted into shares of the Company’s common stock at a conversion price of
$0.05 per share. Convertible Notes 1 contained a provision that would
automatically adjust the conversion price if equity securities or instruments
convertible into equity securities were issued at a conversion price of less
than $0.05 per share.
 
 On June
6, 2007, the Company issued 5 Convertible Notes 2 for total proceeds to the
Company of $86,000.  No warrants were issued in connection with
Convertible Notes 2. Convertible Notes 2 mature on December 31, 2008, and are
convertible into common stock at $0.01 per share.
 
 As a
result of the issuance of Convertible Notes 2, the conversion price for
Convertible Notes 1 was adjusted down from $0.05 to $0.01.  The
decrease in the conversion price increased the potential dilutive shares from
15,000,000 to 75,000,000, and this subsequently increased the total outstanding
and potential dilutive shares over the authorized common share limit of
150,000,000.  Because there were insufficient authorized shares to
fulfill all potential conversions, the Company should have classified all
potentially dilutive securities as derivative liabilities as of June 6,
2007.  The Company researched its debt and equity instruments and
determined that the potentially dilutive securities were as
follows:
 
 ·
              Warrants
      and Options
 ·
              Beneficial
      Conversion Features
 
 The
following adjustments were made to the Company's financial statements
for the periods ended December 31, 2009:




As
      Previously Stated December 31, 2008
              
              
              Benficial
      Conversion Features
              
              
              Warrants
      and Options
              
              
              As
      Restated December 31, 2008Statement
      of Operations (for the three months ended December 31,
    2008)Gain
      on change in fair value of warrant and option liability
              
              $
              1,851,368
              
              
              $
              -
              
              
              $
              652,687
              
              
              $
              2,504,055Gain
      on change in fair value of beneficial conversion liability
              
              
              26,000
              
              
              
              3,835,073
              
              
              
              -
              
              
              
              3,861,073Statement
      of Cash Flows (for the three months ended December 31,
    2008)Net
      income
              
              $
              948,905
              
              
              $
              3,835,073
              
              
              $
              652,687
              
              
              $
              5,436,665Gain
      on change in fair value of warrant and option liability
              
              
              (1,851,368
              )
              
              
              -
              
              
              
              (652,687
              )
              
              
              (2,504,055
              )Gain on
      change in fair value of beneficial conversion liability
              
              
              (26,000
              )
              
              
              (3,835,073
              )
              
              
              -
              
              
              
              (3,861,073
              )
 
 22




PART
I, ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
 
 The
information in this quarterly report on Form 10-Q contains forward-looking
statements.  These forward-looking statements involve risks and
uncertainties, including statements regarding our capital needs, business
strategy and expectations.  Any statements contained in this report
that are not statements of historical facts may be deemed to be forward-looking
statements.  In some cases, you can identify forward-looking
statements by terminology such as may, will, should, expect, plan, intend,
anticipate, believe, estimate, predict, potential or continue, the negative of
such terms or other comparable terminology.  Actual events or results
may differ materially from those events or results included in the
forward-looking statements.  In evaluating these statements, you
should consider various factors, including the risks outlined from time to time
in the reports we file with the Securities and Exchange
Commission.  Some, but not all, of these risks include, among other
things:
 
 ·
              our
      inability to obtain the financing we need to continue our
      operations;
 
 ·
              changes
      in regulatory requirements that adversely affect our
    business;
 
 ·
              loss
      of our key personnel; and
  ·
              risks
      over which we have no control, such as the general global downturn in the
      economy which may adversely affect spending by government
      agencies.
  We do not
intend to update forward-looking statements.  You should refer to and
carefully review the information in future documents we file with the Securities
and Exchange Commission.
 
 Overview
 
 Plan
of Operation
 
 During
the next fiscal year, we plan to continue marketing and selling our DAF and
ELIXIR water treatment system to potential domestic and international customers.
We believe that the operation of the units at Villa Park Dam ("VPD") and
Arkansas will position us to aggressively market the Sionix products to oil and
gas drillers, mining operators, global disaster and emergency relief
organizations, third world countries, domestic public water utilities, private
companies requiring water treatment, and other potential
customers.  The projects at VPD and Arkansas will serve as a sales
tool for possible applications and installations. Once we obtain sufficient
financing, we plan to engage in substantial promotional activities in connection
with the sales of the Sionix units, including media exposure and access to other
public agencies and potential private customers. We have demonstrated the unit
at the VPD to numerous prospective clients over several years and are
considering different alternative uses for this unit.
 
 We intend
to contract with outside manufacturers to begin production of the Sionix
products. We anticipate that most of our capital needs will need to be funded by
equity financing until such time that we have received orders for, and deposits
with respect to, our products.
 
 Restatement of Financial
Statements
 Between
October 17, 2006 and February 27, 2007, the Company issued 25 secured
convertible promissory notes for total proceeds to the Company of $750,000
(“Convertible Notes 1”). Convertible Notes 1 could be converted into shares of
the Company’s common stock at a conversion price of $0.05 per share. Convertible
Notes 1 contained a provision that would automatically adjust the conversion
price if equity securities or instruments convertible into equity securities
were issued at a conversion price of less than $0.05 per share.
  On
June 6, 2007, the Company issued 5 convertible promissory notes for a total of
$86,000 (“Convertible Notes 2”).  No warrants were issued in
connection with Convertible Notes 2. Convertible Notes 2 mature on December 31,
2008 and are convertible into common stock at $0.01 per share.
  23
 As
a result of the issuance of Convertible Notes 2, the conversion price for
Convertible Notes 1 was adjusted down from $0.05 to $0.01.  The
decrease in the conversion price increased the potential dilutive shares from
15,000,000 to 75,000,000, and this subsequently increased the total outstanding
and potential dilutive shares over the authorized common share limit of
150,000,000.  Because there were insufficient authorized shares to
fulfill all potential conversions, the Company should have classified all
potentially dilutive securities as derivative liabilities as of June 6, 2007.
The Company researched its debt and equity instruments and determined that the
potentially dilutive securities were as follows:
  ●Warrants
and Options
 ● Beneficial
Conversion Features
  The
following adjustments were made to our financial statements for the periods
ended December 31, 2009:
  As
      Previously Stated December 31, 2008
                  
                  
                  Benficial
      Conversion Features
                  
                  
                  Warrants
      and Options
                  
                  
                  As
      Restated December 31, 2008Statement
      of Operations (for the three months ended December 31,
    2008)Gain
      on change in fair value of warrant and option liability
                  
                  $
                  1,851,368
                  
                  
                  $
                  -
                  
                  
                  $
                  652,687
                  
                  
                  $
                  2,504,055Gain
      on change in fair value of beneficial conversion liability
                  
                  
                  26,000
                  
                  
                  
                  3,835,073
                  
                  
                  
                  -
                  
                  
                  
                  3,861,073Statement
      of Cash Flows (for the three months ended December 31,
    2008)Net
      income
                  
                  $
                  948,905
                  
                  
                  $
                  3,835,073
                  
                  
                  $
                  652,687
                  
                  
                  $
                  5,436,665Gain
      on change in fair value of warrant and option liability
                  
                  
                  (1,851,368
                  )
                  
                  
                  -
                  
                  
                  
                  (652,687
                  )
                  
                  
                  (2,504,055
                  )Gain on
      change in fair value of beneficial conversion liability
                  
                  
                  (26,000
                  )
                  
                  
                  (3,835,073
                  )
                  
                  
                  -
                  
                  
                  
                  (3,861,073
                  )
 Results
of operations
 
 Three
Months Ended December 31, 2009 Compared to Three Months Ended December 31,
2008
 
 Revenues
for the three months ended December 31, 2009 and 2008 were $1,620,000 and
$0.  As of December 31, 2009, we completed the delivery of the
filtration systems and recognized the contract into revenue during the three
months ended December 31, 2009. As of December 31, 2008, revenue from this order
has not been recognized because the units were not yet completed and delivered.
Our costs associated with the delivery of this unit were $1,091,500, or 67%
of revenue, which included on-site modification and repair of the unit
based on the unexpected demanding environment which the unit is being used. We
achieved a gross profit from normal operations of $528,500 or 33% of
revenue.
 
 We
incurred operating expenses of $370,567 during the three months ended December
31, 2009, a decrease of $442,298 or 54%, as compared to $812,865 for the three
months ended December 31, 2008.  General and administrative expenses
were $252,755 during the three months ended December 31, 2009, a decrease of
$368,788 or 59%, as compared to $621,543 for the three months ended December 31,
2008.  The decrease in general and administrative expenses contributed
to the significant decrease in operating expenses. Research and development
expenses were $110,943 during the three months ended December 31, 2009, a
decrease of $68,020 or 38%, as compared to $178,963 for the three months ended
December 31, 2008.  Overall expenses were down due to limited capital
available for spending, and the reduction of overhead costs.
  24
  Liquidity
and Capital Resources
 
 The
Company had cash and cash equivalents of $14,594 and $22,982 and at December 31,
2009 and September 30, 2009, respectively. The Company’s source of liquidity has
been the sale of its securities and deposits received from orders for one water
treatment system. The Company expects to receive additional orders for water
treatment systems but if it does not receive additional orders or if these
orders do not satisfy its capital needs, the Company expects to sell its
securities or obtain loans to meet its capital requirements.  The
Company has no binding commitments for financing and, with the exception of the
orders it received during the 2008 fiscal year, no additional orders
were received for the sale of water treatment systems.  There can
be no assurance that sales of the Company’s securities or of its water treatment
systems, if such sales occur, will provide sufficient capital for its operations
or that the Company will not encounter unforeseen difficulties that may deplete
its capital resources more rapidly than anticipated. As of December 31, 2009,
approximately $1,780,000 in principal and interest of certain promissory notes
issued by the Company were due.  The Company has not yet paid the
notes and no demand for payment has been made.
 
 Operating
Activities
 
 During
the three months ended December 31, 2009, the Company used $208,388 of cash in
operating activities. Non-cash adjustments included $6,869 for
depreciation, $70,762 and $19,000 for stock-based compensation to an employee
and to a consultant, respectively, $11,217 for the impairment of property and
equipment, and $197,455 for loss on the termination of a lease. Cash provided by
operating activities included $1,069,460 in inventory, $18,708 in other current
assets, $118,804 in accounts payable, and $36,486 in accrued expenses. Cash used
in operating activities included $2,400 in other assets, and $1,620,000 in
customer deposits, $4,006,604 for warrant and option liability, and $866,390 in
beneficial conversion liability.
 
 During
the three months ended December 31, 2008, the Company used $652,207 of cash in
operating activities.  Non-cash adjustments included $12,359 for
depreciation, $27,094 for the amortization of warrant and beneficial conversion
feature, $57,581 for the impairment of property and equipment. Cash provided by
operating activities included $199,660 in accounts payable, and $122,261 in
accrued expenses, stock-based compensation to employees of $208,244, and
stock-based compensation to consultants of $10,508. Cash used in operating
activities included $318,474 for inventory, $42,977 for other current assets,
$2,504,055 for warrant and option liability, and $3,861,073 for beneficial
conversion feature liability.
 
 Investing
Activities
 
 During
the three months ended December 31, 2009, the Company acquired property and
equipment totaling $0, as compared to $3,157 during the three months ended
December 31, 2008.
 
 Financing
Activities
 
 Financing
activities provided $200,000 to the Company during the three months ended
December 31, 2009 and related to proceeds received from convertible
debentures.  During the three months ended December 31, 2008, cash was
not provided by or used in financing activities.
 
 As of
December 31, 2009, the Company had an accumulated deficit of $24,152,292.
Management anticipates that future operating results will continue to be subject
to many of the problems, expenses, delays and risks inherent in a
newly established business enterprise, many of which the Company
cannot control.
 
 Material
Trends, Events or Uncertainties
 
 We are
not certain how the current economic downturn may affect our
business.  Because of the global recession, government agencies and
private industry may not have the funds to purchase our water treatment
systems.  It may also be more difficult for us to raise capital in the
current economic environment. Other than as discussed herein, the Company does
not know of any material trends, events or uncertainties that may impact its
operations in the future.
 25
 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 December 31, 2009, the Company has incurred
cumulative losses of $24,152,292 including net income for the three months ended
December 31, 2009 of $4,738,245. As the Company has no cash flow from
operations, its ability to operate is entirely dependent upon
obtaining adequate cash to finance its overhead, research and development
activities, and acquisition of production equipment. It is unknown when, if
ever, the Company will achieve a level of revenues adequate to support its costs
and expenses. In order for the Company to meet its basic financial obligations,
including rent, salaries, debt service and operations, it plans to seek
additional equity or debt financing. Because of the Company’s history and
current debt levels, there is considerable doubt that the Company will be able
to obtain financing. The Company’s ability to meet its cash requirements for the
next twelve months depends on its ability to obtain such financing. Even if
financing is obtained, any such financing will likely involve additional fees
and debt service requirements which may significantly reduce the amount of cash
we will have for our operations. Accordingly, there is no assurance that the
Company will be able to implement its plans.
 
 The
Company expects to continue to incur substantial operating losses for the
foreseeable future, and it cannot predict the extent of the future losses or
when it may become profitable, if ever. The Company expects to incur increasing
sales and marketing, research and development and general and administrative
expenses. Also, the Company has a substantial amount of short-term debt, which
will need to be repaid or refinanced, unless it is converted into equity. As a
result, if the Company begins to generate revenues from operations, those
revenues will need to be significant in order to cover current and anticipated
expenses. These factors raise substantial doubt about the Company's ability to
continue as a going concern unless it is able to obtain substantial additional
financing in the short term and generate revenues over the long term. If the
Company is unable to obtain financing, it would likely discontinue its
operations.
 
 As
mentioned in Notes 8, 9 and 10, the Company has convertible notes and
subordinated notes payable that have matured. The Company is in the process of
renegotiating the terms of the notes with the note holders to extend the
maturity date. If the Company is unsuccessful in extending the maturity date,
the Company may not be able to continue as a going concern.
 
 Contractual
Obligations
 
 At
December 31, 2009, our significant contractual obligations were as
follows:
 
 Payments
      due by PeriodLess
      than
              
              
              One
      to
              
              
              Three
      to
              
              
              More
      ThanOne
      Year
              
              
              Three
      Years
              
              
              Five
      Years
              
              
              Five
      Years
              
              
              TotalNotes
      payable, related parties
              
              $
              107,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              107,000Short-term
      promissory notes and subordinated debt
              
              
              822,492
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              822,492Convertible
      notes
              
              
              1,942,778
              
              
              
              240,000
              
              
              
              -
              
              
              
              -
              
              
              
              2,182,778Operating
      lease obligations
              
              
              171,505
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              171,505Total
              
              $
              3,043,775
              
              
              $
              240,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              3,283,775
 
 Off-Balance
Sheet Arrangements
 
 Our
Company has no outstanding off-balance sheet arrangements.
 
 Application
of Critical Accounting Policies and Estimates
 
 The
preparation of our financial statements in accordance with U.S. GAAP requires
management to make judgments, assumptions and estimates that affect the amounts
reported. A critical accounting estimate is an assumption about highly uncertain
matters and could have a material effect on the financial statements if another,
also reasonable, amount were used or a change in the estimate is reasonably
likely from period to period. We base our assumptions on historical experience
and on other estimates that we believe are reasonable under the circumstances.
Actual results could differ significantly from these estimates. There were no
changes in accounting policies or significant changes in accounting
estimates from the 2009 fiscal year.
 
 Management
believes the following critical accounting policies reflect its more significant
estimates and assumptions.
  26
 Revenue Recognition.
The Company plans to recognize revenue when there is persuasive evidence of an
arrangement, title and risk of loss has passed to the customer, delivery has
occurred or the services have been rendered, the sales price is fixed or
determinable and collection of the related receivable is reasonably assured. In
general, the Company plans to require a deposit from a customer before a unit is
fabricated and shipped.  It is the Company's policy to require an
arrangement with its customers, either in the form of a written contract or
purchase order containing all of the terms and conditions governing the
arrangement, prior to the recognition of revenue. Title and risk of loss will
generally pass to the customer at the time of delivery of the product to a
common carrier. At the time of the transaction, the Company will assess whether
the sales price is fixed or determinable and whether or not collection is
reasonably assured. If the sales price is not deemed to be fixed or
determinable, revenue will be recognized as the amounts become due from the
customer. The Company does not plan to offer a right of return on its products
and the products will generally not be subject to customer acceptance rights.
The Company plans to assess collectability based on a number of factors,
including past transaction and collection history with a customer and the
creditworthiness of the customer. The Company plans to perform ongoing credit
evaluations of its customers' financial condition. If the Company determines
that collectability of the sales price is not reasonably assured, revenue
recognition will be deferred until such time as collection becomes reasonably
assured, which is generally upon receipt of payment from the customer. The
Company plans to include shipping and handling costs in revenue and cost of
sales.
 
 Support Services. The
Company plans to provide support services to customers primarily through service
contracts, and it will recognize support service revenue ratably over the term
of the service contract or as services are rendered.
 
 Warranties.  The
Company's products are generally subject to warranty, and related costs will be
provided for in cost of sales when revenue is recognized. Once the Company has a
history of sales, the Company's warranty obligation will be based upon
historical product failure rates and costs incurred in correcting a product
failure. If actual product failure rates or the costs associated with fixing
failures differ from historical rates, adjustments to the warranty liability may
be required in the period in which determined.
 
 Allowance for Doubtful
Accounts. The Company will evaluate the adequacy of its allowance for
doubtful accounts on an ongoing basis through detailed reviews of its accounts
and notes receivables.  Estimates will be used in determining the
Company's allowance for doubtful accounts and will be based on historical
collection experience, trends including prevailing economic conditions and
adverse events that may affect a customer's ability to repay, aging of accounts
and notes receivable by category, and other factors such as the financial
condition of customers. This evaluation is inherently subjective because
estimates may be revised in the future as more information becomes available
about outstanding accounts.
 
 Inventory Valuation.
Inventories will be stated at the lower of cost or market, with costs generally
determined on a first-in first-out basis. We plan to utilize both specific
product identification and historical product demand as the basis for
determining excess or obsolete inventory reserve. Changes in market conditions,
lower than expected customer demand or changes in technology or features could
result in additional obsolete inventory that is not saleable and could require
additional inventory reserve provisions.
 
 Goodwill and other
Intangibles. Goodwill and intangible assets with indefinite lives will be
tested annually for impairment in accordance with the provisions of Financial
Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 350,
“Intangibles, Goodwill and Other.” We will use our judgment in assessing whether
assets may have become impaired between annual impairment tests. We perform our
annual test for indicators of goodwill and non-amortizable intangible assets
impairment in the fourth quarter of our fiscal year or sooner if indicators of
impairment exist.
 
 Legal Contingencies.
From time to time we may be a defendant in litigation. As required by ASC Topic
450, “Contingencies,” we are required to determine whether an estimated loss
from a loss contingency should be accrued by assessing whether a loss is deemed
probable and the loss amount can be reasonably estimated, net of any applicable
insurance proceeds. Estimates of potential outcomes of these contingencies are
developed in consultation with outside counsel. While this assessment is based
upon all available information, litigation is inherently uncertain and the
actual liability to fully resolve this litigation cannot be predicted with any
assurance of accuracy. Final settlement of these matters could possibly result
in significant effects on our results of operations, cash flows and financial
position.
 
 Warrant Liability.
The Company calculates the fair value of warrants and options using the Black
Sholes model. Assumptions used in the calculation include the risk free interest
rate, volatility of the stock price, and dividend yield. Estimates used in the
calculation include the expected term of the warrants or options.
 
 Accrued Derivative
Liabilities. The Company applies ASC Topic 815, “Derivatives and
Hedging,” which provides a two-step model to determine whether a financial
instrument or an embedded feature is indexed to an issuer’s own stock and thus
able to qualify for equity treatment. Liability accounting is triggered for the
Company as there were insufficient shares to fulfill all potential conversions.
The Company determines which instruments or embedded features require liability
accounting and records the fair values as an accrued derivative liability. The
changes in the values of the accrued derivative liabilities are shown in the
accompanying statements of income as “gain (loss) on change in fair value of
warrant and option liability” and “gain (loss) on change in fair value of
beneficial conversion liability.”
 
 Recently Issued Accounting
Pronouncements
 
 In April
2009, the Financial Accounting Standards Board (“FASB”) issued an accounting
standard to make the other-than-temporary impairments guidance more operational
and to improve the presentation of other-than-temporary impairments in the
financial statements. This standard will replace the existing requirement that
the entity’s management assert it has both the intent and ability to hold an
impaired debt security until recovery with a requirement that management assert
it does not have the intent to sell the security, and it is more likely than not
it will not have to sell the security before recovery of its cost basis. This
standard provides increased disclosure about the credit and noncredit components
of impaired debt securities that are not expected to be sold and also requires
increased and more frequent disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses. Although this
standard does not result in a change in the carrying amount of debt securities,
it does require that the portion of an other-than-temporary impairment not
related to a credit loss for a held-to-maturity security be recognized in a new
category of other comprehensive income and be amortized over the remaining life
of the debt security as an increase in the carrying value of the security. This
standard became effective for interim and annual periods ending after
June 15, 2009. The adoption of this standard did not have a material impact
on the Company’s financial statements.
 
 In April
2009, the FASB issued an accounting standard that requires disclosures about
fair value of financial instruments not measured on the balance sheet at fair
value in interim financial statements as well as in annual financial statements.
Prior to this accounting standard, fair values for these assets and liabilities
were only disclosed annually. This standard applies to all financial instruments
within its scope and requires all entities to disclose the method(s) and
significant assumptions used to estimate the fair value of financial
instruments. This standard does not require disclosures for earlier periods
presented for comparative purposes at initial adoption, but in periods after the
initial adoption, this standard requires comparative disclosures only for
periods ending after initial adoption. The adoption of this standard did not
have a material impact on the disclosures related to the Company's financial
statements.
 
 27
 
 In June
2009, the FASB issued an update of ASC Topic 105, “Generally Accepted Accounting
Principles,” that amends the accounting and disclosure requirements for
transfers of financial assets. This accounting standard requires greater
transparency and additional disclosures for transfers of financial assets and
the entity’s continuing involvement with them and changes the requirements for
derecognizing financial assets. In addition, it eliminates the concept of a
qualifying special-purpose entity (“QSPE”). This accounting standard is
effective for financial statements issued for fiscal years beginning after
November 15, 2009. Management has not completed the assessment of
the impact this new standard will have on the Company’s financial
statements.
 
 In
June 2009, the FASB issued guidance which amends certain ASC concepts
related to consolidation of variable interest entities (formerly SFAS
No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance
is effective for fiscal years beginning after November 15, 2009. Management
is currently evaluating the potential impact the adoption of this guidance will
have on the Company’s financial statements.
 
 In June
2009, the EITF reached final consensus on ASU 2009-15, “Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing.” ASU 2009-15 provides guidance for accounting and reporting for
own-share lending arrangements issued in contemplation of a convertible debt
issuance. At the date of issuance, a share-lending arrangement entered into on
an entity’s own shares should be measured at fair value in accordance with ASC
Topic 820 and recognized as an issuance cost, with an offset to additional
paid-in capital. Loaned shares are excluded from basic and diluted earnings per
share unless default of the share-lending arrangement occurs. The amendments
also require several disclosures including a description and the terms of the
arrangement and the reason for entering into the arrangement. The effective
dates of the amendments are dependent upon the date the share-lending
arrangement was entered into and include retrospective application for
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009. Management is currently evaluating the potential impact
of ASU 2009-15 on the Company’s financial statements.
 
 In August
2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring
liabilities at fair value. This ASU provides additional guidance clarifying the
measurement of liabilities at fair value in circumstances in which a quoted
price in an active market for the identical liability is not available; under
those circumstances, a reporting entity is required to measure fair value using
one or more of the valuation techniques, as defined. This ASU is effective for
the first reporting period, including interim periods, beginning after the
issuance of this ASU. The adoption of this ASU did not have a material impact on
the Company’s financial statements.
  In
October 2009, the FASB issued ASU 2009-13, "Multiple-Deliverable Revenue
Arrangements." now codified under FASB ACT Topic 605, "Revenue Recognition." ASU
2009-13 requires entities to allocate revenue in an arrangement using estimated
selling pricing of the delivered goods and services based on a selling price
hierarchy. The amendment eliminated the residual method of revenue allocation
and requires revenue to be allocated using the relative selling price method.
ASU 2009-13 should be applied on a prospective basis for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010, with early adoption permitted. The Company is currently evaluating the
potential impact of ASU 2009-13 on the financial statements.
 
 In
December 2009, the FASB issued ASC Topic 860, “Transfers and Servicing.” ASC
Topic 860 amends prior accounting guidance to enhance reporting about transfers
of financial assets, including securitizations, and where companies have
continuing exposure to the risks related to transferred financial assets. The
new authoritative accounting guidance eliminates the concept of a “qualifying
special-purpose entity” and changes the requirements for derecognizing financial
assets. The new authoritative accounting guidance also requires additional
disclosures about all continuing involvements with transferred financial assets
including information about gains and losses resulting from transfers during the
period. The new authoritative accounting guidance under ASC Topic 860 will be
effective January 1, 2010 and is not expected to have a significant impact
on the Company’s financial statements.
 
 PART
I, ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
 
 As a
smaller reporting company, we are not required to provide this
disclosure.
 
 PART I,
ITEM 4T.  CONTROL AND PROCEDURES.
 
 (a)
Disclosure Controls and Procedures
 
 Regulations
under the Securities Exchange Act of 1934 require public companies to maintain
“disclosure controls and procedures,” which are defined to mean a company’s
controls and other procedures that are designed to ensure that information
required to be disclosed in the 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 Commission’s rules and
forms.
 
 28
 
 We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of the period covered by this
report.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that as of December 31, 2009, our
disclosure controls and procedures were not effective at the reasonable
assurance level due to the material weaknesses described below.
 
 A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies that result in more than a remote likelihood
that a material misstatement of the annual or interim financial statements will
not be prevented or detected.  Management has identified the following
three material weaknesses in our disclosure controls and
procedures:
 
 1.           We
do not have written documentation of our internal control policies and
procedures.  Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley
Act.  Management evaluated the impact of our failure to have written
documentation of our internal controls and procedures on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.
 
 2.           We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control.  Due to our size and nature, segregation
of all conflicting duties may not always be possible and may not be economically
feasible.  However, to the extent possible, the initiation of
transactions, the custody of assets and the recording of transactions should be
performed by separate individuals.  Management evaluated the impact of
our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.
 
 3.           We
do not have review and supervision procedures for financial reporting functions.
The review and supervision function of internal control relates to the accuracy
of financial information reported. The failure to review and supervise could
allow the reporting of inaccurate or incomplete financial information. Due to
our size and nature, review and supervision may not always be possible or
economically feasible.  Management evaluated the impact of our
significant number of audit adjustments and has concluded that the control
deficiency that resulted represented a material weakness.
 
 To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.
 
 (b)
Changes in internal control over financial reporting
 
   PART II,
ITEM 1.  LEGAL PROCEEDINGS.
  Not applicable.
  PARTII, ITEM
1A.  RISK FACTORS.
 As a smaller
reporting company, we are not required to provide this information.
 
 PART
II, ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 
 PART II, ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 
 None.
 29
 
 PART II, ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 During the
quarter ended December 31, 2009, no matters were submitted to a vote of security
holders.
  PART II, ITEM
5.  OTHER INFORMATION.
 
 Not
applicable.
 
 PART II, ITEM
6.  EXHIBITS.
 
 Exhibit
      No.
              
              Description
      of Exhibit3.1
              
              Articles
      of Incorporation (1)3.2
              
              Bylaws
      (1)31.1
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*31.2
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*32.1
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*32.2
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*
 
 * Filed
herewith.
 (1)
Incorporated by reference from our Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 15, 2003 as file number
002-95626-D.
 
 30
 
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 SIONIX
    CORPORATIONDate:
      February 16, 2010
                By:
                /s/ James
      R. CurrierJames
      R. CurrierChairman,
      Chief Executive Officer and Principal Executive Officer
  Date:
      February 16, 2010
                By:
                /s/
      David R. WellsDavid
      R. WellsPresident,
      Chief Financial Officer, Secretary/Treasurer, and Principal Financial and
      Accounting Officer
   31