SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2005
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 000-14465 52-1188993
(State or other (Commision file (IRS employer
jurisdiction of number) identification no.)
incorporation)
23 Hudson Street, Annapolis, MD 21401
(Address of principal executive offices)
(410) 266-5556
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 - OTHER EVENTS
On April 7, 2005, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
SONEX WON'T FILE FORM 10-KSB ON TIME,
BUT CEO REMAINS OPTIMISTIC
ANNAPOLIS, MARYLAND, April 7, 2005 - SONEX RESEARCH, INC. (OTC BB: SONX), a
leader in the field of combustion technology, last week filed for an automatic
extension of time to submit its Annual Report on Form 10-KSB for the year ended
December 31, 2004. The date for filing the Form 10-KSB with the Securities and
Exchange Commission (SEC), originally March 31, 2005, is now April 15, 2005, but
the Company now reports that it will not make the filing by this extended due
date.
In addition, Dr. Andrew A. Pouring, Sonex Chairman of the Board, CEO and
President, reports that the Company has substantially completed work under its
ongoing agreement with the Defense Advanced Research Projects Agency (DARPA) on
a project to develop a "heavy fuel" engine (HFE) combustion process for
potential Department of Defense (DoD) applications such as unmanned aerial
vehicles (UAVs). He explained that Sonex has demonstrated the potential for
lightweight, multi-cylinder engines running on JP-5, military kerosene-based
heavy fuel by application of a Sonex Combustion System (SCS) unthrottled, direct
fuel injection combustion process based on the Sonex Controlled Auto-Ignition
(SCAI) technology. The SCAI process is enabled by a proprietary Sonex piston
technology that achieves in-cylinder chemical kinetics at a moderate compression
ratio for auto ignition of the JP-5 to achieve engine stability and control, and
fuel consumption substantially lower than a gasoline baseline engine.
Dr. Pouring suggested that outcomes from the DARPA program could validate the
sparkless SCAI process for in-cylinder control of ignition and combustion for
potential application to gasoline powered automobiles to achieve better fuel
economy. He added that the Company hopes to be in a position to announce more
specific project results in the near future following acceptance by DARPA of the
Company's project report.
In its SEC filing for the extension of time to submit the 2004 Form 10-KSB,
Sonex explained that it did not have the funds to engage its independent
accountants to conduct the audit of the December 31, 2004 financial statements,
and that its limited staff did not have time to prepare the Form 10-KSB
document. The Company had also cautioned that it might not be in a position to
file the Form 10-KSB by the extended due date, but it now indicates that it will
not make the filing by April 15, 2005.
Sonex CFO, Secretary and board member George E. Ponticas reports that the time
spent this year by Dr. Pouring and he dealing with an investor lawsuit, and the
legal fees required, were among the factors resulting in the Company's inability
to prepare and file the Form 10-KSB. He added that failure to file the Form
10-KSB by the extended due date may have significant implications for the
Company until the filing is made, including the inability to register stock with
the SEC and inability for shareholders to sell restricted stock. Sonex will use
its best efforts to file the report as soon as resources permit.
While the Company continues to experience cash flow problems, Dr. Pouring
expressed optimism that revenue from the DARPA agreement, the modest amounts of
revenue being earned from work on HFEs for small UAV applications, and
additional short-term loans from shareholders will provide Sonex the time to
secure needed additional capital and/or revenue, and hire sufficient experienced
personnel, to take advantage of a number of potential business opportunities.
There is no assurance, however, that the Company will be able to achieve these
objectives. The Company's history of operating losses, significant financial
liabilities, and other risk factors mean that there still remains substantial
doubt about the Company's ability to continue as a going concern.
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 hereunto duly authorized.
April 7, 2005
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary