1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED: MARCH 31, 1996; OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD _________ TO __________ COMMISSION FILE NUMBER: 2-95626-D SIONIX CORPORATION ------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) UTAH 87-0428526 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5405 Morehouse Drive, Suite 250, San Diego, California 92121 - - - ------------------------------------------------------ --------------------- (Address of principal executive offices) (Zip Code) (619) 622-0200 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------- (Former name or former address, 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 a registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] On March 31, 1996, there were 22,147,472 shares of the registrant's Common Stock, $.001 par value, outstanding. 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The condensed financial statements included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 1996 and the results of its operations and changes in its financial position from inception through March 31, 1996 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. LIQUIDITY AND CAPITAL RESOURCES By virtue of the Company's merger with Automatic Control Corporation, the Company has made substantial progress to become a viable business. This combination, treated as a pooling-of-interests, generated sizable increases in the Company's cash and capital positions. Although the Company's interim balance sheet reflects a negative working capital, management believes that with the release of the Company's initial products, this position will change by the end of the 2nd Quarter of 1996. Management is also in discussion with a number of groups considering an investment in the Company for working capital purposes, including the possibility of a secondary offering. RESULTS OF OPERATIONS For the 1st Quarter of 1996, the Company is reporting a loss of $353,000 or $0.02 per share. This loss was a result of the costs necessary to complete the development of the Company's initial products, computer software and hardware used to automate and optimize water monitoring processes of small to medium sized public and private water treatment facilities. The initial release of the Company's software program will occur during the 2nd Quarter of 1996, on a geographical basis beginning with California. The preliminary response from various water treatment officials who have seen preview versions of the software program have been very favorable. To further expand the marketing of the Company's products and services the Company has established a home page on the World Wide Web of the internet at http://www.sionix.com. 2 3 PART II - OTHER INFORMATION. ITEM 1. LEGAL PROCEEDINGS. At the present time there are no legal proceedings against the Company and the Company is unaware of any unasserted claim or assessment which will have a material effect on the financial position or future operations of the Company. ITEM 2. CHANGES IN SECURITIES. Not required. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not required. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On January 23, 1996, the Company held a Special Meeting of the Shareholders. The purpose of said meeting was to consider and act upon the proposals to (1) Amend the Articles of Incorporation to change the name of the corporation to SIONIX CORPORATION; and (2) Amend the Articles of Incorporation to provide that any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting pursuant to Section 1-10a-704 of the Utah Revised Business Corporation Act, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. There were 22,105,569 shares of the common stock entitled to vote at the meeting. There were present in person or by proxy at the meeting 13,788,658 shares. Both proposals were approved by the shareholders with 13,788,658 shares voting for adoption of the proposals. There were no votes against the proposals. ITEM 5. OTHER INFORMATION. Not required. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter for which this report covers. 3 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 CORPORATION A UTAH CORPORATION Dated: May 14, 1996 By: /s/ JACK F. MOOREHEAD ------------------------- Name: Jack F. Moorehead Title: President Dated: May 14, 1996 By: /s/ MICHAEL A. TAYLOR ------------------------- Name: Michael A. Taylor Title: Chief Financial Officer 4 5 SIONIX CORPORATION (A Development Stage Company) March 31, 1996 and 1995 Financial Statements 6 TABLE OF CONTENTS Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 7 INDEPENDENT AUDITOR'S REPORT To the Board of Directors Sionix Corporation (A Development Stage Company) San Diego, California The accompanying consolidated balance sheets of Sionix Corporation (a development stage company) as of March 31, 1996, and the related statements of operations, stockholders' equity, and cash flows for the three months then ended and for the three months ended March 31, 1995 and from inception on October 31, 1994 through March 31, 1996 were not audited by us and, accordingly, we do not express an opinion on them. The accompanying balance sheet of Sionix Corporation as of December 31, 1995 was audited by us and we expressed an unqualified opinion on it in our report dated February 14, 1996. Jones, Jensen & Company May 6, 1996 8 SIONIX CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, December 31, 1996 1995 ------------------ ------------------ (Unaudited) CURRENT ASSETS Cash in banks $ 100,656 $ 229,407 Prepaid expenses and deposits 6,996 73,391 ------------------ ------------------ Total Current Assets 107,652 302,798 ------------------ ------------------ PROPERTY AND EQUIPMENT - NET 69,803 64,306 ------------------ ------------------ INTANGIBLES - NET 1,220,489 1,235,489 ------------------ ------------------ TOTAL ASSETS $ 1,397,944 $ 1,602,593 ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Loan payable $ 50,000 $ 56,500 Accrued expenses 105,319 44,690 ------------------ ------------------ Total Current Liabilities 155,319 101,190 ------------------ ------------------ STOCKHOLDERS' EQUITY Common stock $.001 par value, 100,000,000 shares authorized, 22,147,472 and 4,370,370 shares issued and outstanding, respectively 22,147 4,370 Additional paid-in capital 4,820,856 4,744,633 Accumulated deficit (1,268,578) (915,800) Less-subscription receivable (2,331,800) (2,331,800) ------------------ ------------------ Total Stockholders' Equity 1,242,625 1,501,403 ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,397,944 $ 1,602,593 ================== ================== The accompanying notes are an integral part of these financial statements. 4 9 SIONIX CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From Inception on For the Three Months Ended October 3, March 31, 1994, Through --------------------------------------- March 31, 1996 1995 1996 ----------------- ------------------ ------------------ REVENUE $ - $ - $ - ----------------- ------------------ ------------------ EXPENSES Research and development 200,701 35,684 716,179 Depreciation and amortization 19,495 - 96,900 Administrative and marketing 131,508 155 436,791 ----------------- ------------------ ------------------ Total Expenses 351,704 (35,839) 1,249,870 ----------------- ------------------ ------------------ (LOSS) FROM OPERATIONS (351,704) (35,839) (1,249,870) ----------------- ------------------ ------------------ OTHER INCOME (EXPENSE) Interest (1,074) - (18,708) ----------------- ------------------ ------------------ Total Other Income (Expense) (1,074) - (18,708) ----------------- ------------------ ------------------ NET LOSS $ (352,778) $ (35,839) $ (1,268,578) ================= ================== ================== LOSS PER SHARE $ (0.02) $ (0.00) $ (0.07) ================= ================== ================== The accompanying notes are an integral part of these financial statements. 5 10 SIONIX CORPORATION (A Development Stage Company) Statements of Stockholders' Equity From Inception on October 3, 1994 through March 31, 1996 (Unaudited) Common Stock Additional -------------------------------- Paid-in Accumulated Shares Amount Capital Deficit -------------- -------------- -------------- --------------- Balance, October 3, 1994 - $ - $ - $ - Shares issued to initial stockholders in October 1994 at par 10,000 10 90 - Net loss from October 3, 1994 through December 31, 1994 - - - (1,521) -------------- -------------- -------------- --------------- Balance, December 31, 1994 10,000 10 90 (1,521) Issuance of common stock for assignment of rights recorded at predecessor cost 1,990,000 1,990 (1,990) - Issuance of common stock for services at $0.25 per share 572,473 572 135,046 - Issuance of common stock for debt at $0.25 per share 188,561 188 47,347 - Issuance of common stock for debt at $0.50 per share 595,860 596 297,334 - Issuance of common stock for debt at $2.00 per share 98,194 98 196,290 - Issuance of common stock for debt at $4.00 per share 156,025 156 623,944 - Issuance of common stock for cash at $4.00 per share 138,040 138 552,022 - Issuance of common stock for subscription note receivable at $4.00 per share 414,200 414 1,652,658 - -------------- -------------- -------------- --------------- Balance forward 4,163,353 $ 4,162 $ 3,502,741 $ (1,521) -------------- -------------- -------------- --------------- The accompanying notes are an integral part of these financial statements. 6 11 SIONIX CORPORATION (A Development Stage Company) Statements of Stockholders' Equity From Inception on October 3, 1994 through March 31, 1996 (Unaudited) Common Stock Additional -------------------------------- Paid-in Accumulated Shares Amount Capital Deficit -------------- -------------- -------------- --------------- Balance forward 4,163,353 $ 4,162 $ 3,502,741 $ (1,521) Issuance of common stock for future production costs at $6.00 per share 112,500 113 674,887 - Issuance of common stock for cash at $6.00 per share 94,517 95 567,005 - Net loss for the year ended March 31, 1996 - - - (914,279) -------------- -------------- -------------- --------------- Balance, March 31, 1996 4,370,370 4,370 4,744,633 (915,800) Recapitalization through merger with Coronado Capital Corporation (Note 3) 17,734,902 17,735 (50,235) - Issuance of common stock for cash at $3.00 per share 42,200 42 126,458 - Net loss for the three months ended March 31, 1996 - - - (352,778) -------------- -------------- -------------- --------------- Balance, March 31, 1996 22,147,472 $ 22,147 $ 4,820,856 $ (1,268,578) ============== ============== ============== =============== The accompanying notes are an integral part of these financial statements. 7 12 SIONIX CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception on For the Three Months Ended October 3, March 31, 1994, Through --------------------------------------- March 31, 1996 1995 1996 ------------------ ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) $ (352,778) $ (35,839) $ (1,268,578) Depreciation and amortization 19,495 - 96,900 Common stock issued for services - - 135,618 (Increase) decrease in other current assets 66,395 - (6,996) Increase in accrued expenses 28,129 7,740 72,820 ------------------ ---------------- ------------------ Net Cash Provided (Used) by Operating Activities (238,759) (28,099) (970,236) ------------------ ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of intangibles - - (33,173) Purchase of fixed assets (9,992) (29,627) (51,106) ------------------ ----------------- ------------------ Net Cash Provided (Used) by Investing Activities (9,992) (29,627) (84,279) ------------------ ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES Repayment of notes payable (6,500) - (6,500) Proceeds from sale of stock 126,500 - 1,105,191 Increase in notes payable - 70,585 56,500 ------------------ ----------------- ------------------ Net Cash Provided (Used) by Financing Activities 120,000 70,585 1,155,171 ------------------ ----------------- ------------------ INCREASE (DECREASE) IN CASH (128,751) 12,859 100,656 CASH AT BEGINNING OF PERIOD 229,407 - - ------------------ ----------------- ------------------ CASH AT END OF PERIOD $ 100,656 $ 12,859 $ 100,656 ================== ================= ================== CASH PAID FOR: Interest $ 1,074 $ - $ 18,708 Income taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements. 8 13 SIONIX CORPORATION (A Development Stage Company) Statements of Cash Flows (Continued) From Inception on For the Three Months Ended October 3, 1994, Through <March 31, March 31, --------------------------------------- ------------------ 1996 1995 1996 ------------------ ----------------- ------------------ Supplemental disclosures of non- cash investing and financing activities: Increase in subscription notes receivable and future production costs receivable $ - $ - $ (2,331,800) Addition to debt for acquisition of intangibles - 1,273,285 1,302,914 Common stock issued for services - - 135,618 The accompanying notes are an integral part of these financial statements. 9 14 SIONIX CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 1996 and 1995 NOTE 1 - COMPANY ORGANIZATION AND BUSINESS ACTIVITY Organization - Sionix Corporation (the "Company") was incorporated in Nevada on October 3, 1994. The Company was formed to design, develop, and market an automatic water filtration system primarily for small water districts. Development Stage - The Company is in the development stage and its efforts through March 31, 1996 have been principally devoted to research and development, organizational activities, and raising capital. As of March 31, 1996, the Company does not yet have revenues from the sale of its water filtration systems. The ultimate recovery of investments and costs is dependent on future profitable operations, which presently cannot be determined. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recognition of Revenue - The Company recognizes income and expense on the accrual basis of accounting. Commitments and Contingencies - The Company has no commitments or contingencies not disclosed in the financial statements. Property and Equipment - Property and equipment are stated at cost. Depreciation is computed using the straight-line method over a five year life. Intangibles - Intangibles are stated at cost. Amortization is computed over the estimated useful lives. Research and Development - The Company entered into an agreement with Sionix Technology (ACT) on February 28, 1995. Under this agreement, ACT acts as research and development consultant for the Company. In consideration for the performance of this agreement, the Company agrees to pay ACT total reimbursement of costs for consulting plus 5% as a consulting fee. ACT is a related party through significant common ownership. All research and development costs are expensed as incurred. Earnings (Loss) Per Share - The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Provision for Income Taxes - No provision for income taxes have been recorded due to net operating losses. The Company will account for income taxes pursuant to FASB Statement No. 109. The Internal Revenue Code contains provisions which may limit the loss carryforwards available should certain events occur, including significant changes in stockholder ownership interests, accordingly the tax benefit of the loss carryovers is offset by a valuation allowance of the same amount. The loss carryovers of approximately $1,265,000 expire by the year 2011. 10 15 SIONIX CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 1996 and 1995 NOTE 3 - ACQUISITION AGREEMENT AND PLAN OF REVERSE MERGER On December 1, 1995, the Company entered into an Acquisition Agreement and Plan of Reverse Merger with Coronado Capital Corporation (Coronado). The shareholders of the Company and Coronado approved the merger on December 21, 1995 and December 28, 1995, respectively. The merger was effective on January 5, 1996. Under the terms of the merger agreement between the two companies, the stock of Coronado was reverse-split on a 1-for-4 basis effective as of January 16, 1996, and each pre-merger shareholder of the Company shall receive 4.819 new shares of the surviving corporation. As a result of the merger, the pre-merger shareholders of the Company make up approximately 95.0% of the total issued and outstanding shares of Coronado, following the effective date of the merger. Under the terms of the merger agreement, the name of Coronado was changed to Sionix Corporation. On January 23, 1996, the shareholders approved the change of the Company's name to "SIONIX CORPORATION." NOTE 4 - STOCKHOLDERS' EQUITY Subscription Receivable - During the year ended March 31, 1996, 414,200 shares of common stock were issued in return for notes in the amount of $1,656,800. These notes are secured by the shares issued are non-recourse otherwise. They have stated interest rate of 6% and have maturity dates ranging from March 1, 1998 to September 7, 1998. In addition to the above mentioned notes, the Company entered into an agreement for future production costs. Under this agreement, the Company issued 112,500 shares at $6.00 per share for production costs valued at $675,000. NOTE 5 - RELATED PARTY TRANSACTIONS Sionix Technology (ACT) is related to the Company through significant common control. The Company has purchased from ACT research and development services and various pieces of office equipment. 11