U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period ended: June 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Sionix Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
2082 Michelson Drive, Suite 306
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Address of Principal Executive Office (Street and Number)
Irvine, California 92612
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date.
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.
There is currently a shortage of staff available to assist with the
preparation of the registrant's quarterly report. Because of the staff
shortage, the registrant will require additional time to complete and
file the report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Marcus Woods 949 752-7980
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Sionix Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2008
/s/ Marcus Woods
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Marcus Woods, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
Attachment to Form 12b-25
Notice of Late Filing
Part IV, Item 3
The registrant expects to report significantly increased expenses and net loss
for the 3 and 9 month periods ended June 30, 2008.
The registrant expects to report operating expenses of approximately $923,831
for the three months ended June 30, 2008, an increase of $471,351 or
approximately 104%, as compared to $452,480 for the three months ended June 30,
2007 and of approximately $7,626,805 for the nine months ended June 30, 2008, an
increase of $6,670,414 or approximately 697%, as compared to $956,391 for the
nine months ended June 30, 2007. General and administrative expenses are
expected to be approximately $634,702 for the three months ended June 30, 2008,
an increase of $190,158 or approximately 43%, as compared to $444,544 for the
three months ended June 30, 2007 and approximately $6,755,429 for the nine
months ended June 30, 2008, an increase of $5,822,761 or approximately 624%, as
compared to $932,668 for the nine months ended June 30, 2007. The increase in
general and administrative expenses is primarily due to the issuance of warrants
and options.
Due to a decrease in warrant liability associated with the decrease in the fair
value of option and warrant liability for the three months ended June 30, 2008,
the registrant expects to report other income and (expense) of $(1,858,881) for
the three months ended June 30, 2008, an increase of $1,784,630 or approximately
2,404%, as compared to $(74,251) for the three months ended June 30, 2007. Due
to an increase in warrant liability and beneficial conversion feature liability,
the registrant expects to report other income and (expense) of approximately
$2,818,497 for the nine months ended June 30, 2008, an increase of $2,962,726 or
approximately 2,054%, as compared to $(144,229) for the nine months ended June
30, 2007. Interest expense is expected to increase to $313,696 during the three
months ended June 30, 2008, an increase of $239,389 or approximately 322%, as
compared to $74,307 for the three months ended June 30, 2007 and to $977,912
during the nine months ended June 30, 2008, an increase of $833,017 or
approximately 575%, as compared to $144,895 for the nine months ended June 30,
2007. The increase is primarily due to the amortization of the beneficial
conversion features discount.
Net loss is expected to be approximately $2,782,712 for the three months ended
June 30, 2008, an increase of $2,255,981 or approximately 428%, as compared to
$526,731 for the three months ended June 30, 2007, and approximately $4,809,208
for the nine months ended June 30, 2008, an increase of $3,707,688 or
approximately 337%, as compared to $1,101,520 for the nine months ended June 30,
2007.