content: 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): February 9, 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 February 9, 2005, a Complaint  was filed in the U.S.  District  Court for the
  Eastern District of Pennsylvania by investors  seeking the return of $175,000 in
  equity  investments  made  in  Sonex  Research,  Inc.  during  2004,  as well as
  unspecified  compensatory and punitive damages. The Complaint was filed by Bruce
  W. Majer of Plymouth  Meeting,  PA,  Allen W. Fortna of  Whitehall,  PA, and the
  Hermitage  Partnership  of  Philadelphia,  PA  (together,  referred  to  as  the
  "Investors").  In a  private  financing,  Mr.  Majer  and Mr.  Fortna  made cash
  investments  of  $60,000  and  $70,000,  respectively,  in April  2004,  and the
  Hermitage  Partnership  made a cash  investment  of $45,000 in August 2004.  The
  Investors  purchased a total of 700,000 shares of the Company's  common stock at
  $.25 per share and warrants to purchase an additional 700,000 shares exercisable
  at $.25 per share.
  
  The Complaint is an action for federal and state  securities  fraud,  common law
  fraud,  and related  claims by these  investors who believe they were induced to
  purchase securities based on a series of false and misleading statements, and is
  filed against  Sonex,  its former  President,  CEO and director  Roger D. Posey,
  former director Jim Z.I. Williams, current CFO, Secretary and director George E.
  Ponticas,  and Dr. Andrew A. Pouring,  current Sonex Chairman of the Board,  CEO
  and President (together, referred to as the "Defendants").
  
  Dr. Pouring and Mr. Ponticas,  who comprise the current  management and Board of
  Directors of Sonex, believe that many aspects of the claims in the Complaint are
  without merit and contain  factual  inaccuracies.  Management  believes that the
  issuance  of the  securities  to these  investors  was made in  accordance  with
  applicable federal and state securities laws.
  
  Mr. Posey joined Sonex as its  President in February  2004. In March 2004 he was
  named a director and in July 2004 he was named CEO. Based on the  recommendation
  of Mr.  Posey,  in April 2004 Mr.  Williams was named a director of the Company.
  Mr. Williams of Toronto,  Canada,  is a former business  associate and friend of
  Mr.  Posey.  In October 2004 Mr.  Posey  resigned as CEO and  President,  and in
  November 2004, first Mr. Posey and later Mr. Williams resigned from the Board of
  Directors.
  
  This  Form 8-K  filing,  including  the  discussion  presented  below,  has been
  prepared by current  management of Sonex,  while former  officials Mr. Posey and
  Mr. Williams have not communicated with the Company.  Sonex has not yet obtained
  advice from legal counsel relating to the Complaint.
  
  The  Complaint  states  that  Mr.  Majer  is a former  colleague  of Mr.  Posey.
  Management believes that Mr. Fortna is Mr. Majer's brother-in-law. The Hermitage
  Partnership was formed by friends,  family members and colleagues of Mr. Majer's
  for the sole purpose of investing in Sonex. The Complaint  alleges that the four
  named Sonex officials devised,  orchestrated and implemented a fraudulent scheme
  to induce the investors to purchase equity securities to fund Company operations
  and pay their own salaries, based primarily on the following misstatements:
  
  1. that Mr. Posey was uniquely  qualified to implement  the  Company's  business
  plan,  when in fact he was  subject to a  restrictive  covenant  with his former
  employer,  BRD Noise and Vibration  Control  ("BRD") of Wind Gap, PA, that would
  ultimately force him to resign;
  
  2. that a multi-million  dollar financing from a group of Canadian investors was
  imminent when in fact the financing was highly  speculative and had no realistic
  chance of being consummated; and
  
  3. that the law firm which was assisting with the financing had agreed to accept
  payment in the form of stock  rather then cash,  when in fact the fee  agreement
  required  payment in cash,  the  Company  had agreed to pay a cash  retainer  of
  $50,000,  and the law firm had invoiced the company for services rendered in the
  amount of $102,000.
  
  As to the first allegation,  the Complaint actually  acknowledges that Mr. Majer
  was aware of Mr.  Posey's  restrictive  covenant  with BRD prior to Mr.  Majer's
  making an  investment  and  inducing  others to make an  investment.  Management
  believes  Mr.  Majer  worked with Mr.  Posey at BRD,  and had agreed to join Mr.
  Posey  at  Sonex if and when the  Company  concluded  a major  financing  it was
  seeking to be in a position to implement a new business  plan that was presented
  to  potential  investors.  Based on the fact  that Mr.  Majer  was  aware of the
  existence of the restrictive  covenant,  Mr. Majer's prior relationship with Mr.
  Posey, and because Mr. Posey told Mr. Majer that Sonex planned to acquire BRD if
  and when the Company concluded the major financing sought,  management  believes
  that the Investors,  prior to purchasing  the  securities,  determined  that the
  existence of the restrictive covenant was not an impediment to implementation of
  the business plan.
  
  As to the second  allegation,  the Company maintains that no  misrepresentations
  were made concerning the multi-million  dollar financing it sought from Canadian
  investors introduced to Sonex by Mr. Posey and Mr. Williams.  The Company made a
  good faith effort to pursue and conclude such financing.
  
  As to the third  allegation,  the Company  maintains that no  misrepresentations
  were made  concerning  the  payment  terms of the  retainer  agreement  with the
  Florida law firm which was serving as  securities  counsel.  In its December 31,
  2003 Annual  Report on Form 10-KSB filed with the SEC in April 2004 prior to the
  acceptance of the investments, the Company clearly disclosed in the notes to the
  financial statements that an upfront payment to this law firm was made in stock,
  that the law firm required a cash retainer of $50,000 prior to June 30, 2004 for
  continued representation.
  
  The Complaint also states that Dr. Pouring and Mr.  Ponticas knew that Mr. Posey
  came to Sonex  shortly  after  leaving BRD. In fact,  they did not know,  as Mr.
  Posey did not list  this job on the  resume he  provided  to Sonex  prior to his
  being hired as President in February  2004.  Dr.  Pouring and Mr.  Ponticas were
  made aware of this  previous  employment  and the  existence of the  restrictive
  covenant some time after the investments had been made.
  
  Mr. Posey had been named  President  on the basis of his plan to develop,  raise
  capital for, and implement an updated  business  plan, the primary goal of which
  was  to  transition  Sonex  from  a  research  and  development  company  into a
  technology and manufacturing  enterprise. In September 2004 Dr. Pouring reviewed
  Mr. Posey's performance in the context of the Company's poor financial condition
  and lack of  commercial  progress.  Mr.  Posey then offered to resign as CEO and
  President,  citing the  Company's  inability  to  consummate  the major  capital
  infusion with which to execute the business  plan. In October 2004 the Company's
  Board of Directors and Mr. Posey mutually concluded that it would be in the best
  interests  of all  parties  for the Board to accept his offer to resign.  In the
  meantime, the revelation that Mr. Posey had failed to disclose to management the
  existence of the restrictive covenant with BRD led to an internal investigation.
  Management also was subsequently informed of potentially questionable actions by
  Mr.  Williams.  Mr.  Posey then  resigned  from the Board of  Directors in early
  November, shortly after which followed the resignation of Mr. Williams.
  
  The Company's ongoing internal  investigation  was providing strong  indications
  that  the  circumstances  of  Mr.  Posey's  departure  were,  in  actuality,   a
  resignation  by Mr. Posey "without good reason" and a termination by the Company
  "with cause" as these terms are defined in his employment  agreement.  Mr. Posey
  initiated  dialog with the Company in which he indicated a desire to return much
  of the  compensation  he had been  awarded;  however,  he has since  indicated a
  change of position.  The Company is currently evaluating a course of action with
  respect to Mr. Posey and Mr.  Williams  within the  limitations  of its resource
  constraints.
  
  
  
  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.
  
  
  February 14, 2005
  
  SONEX RESEARCH, INC.
  Registrant
  
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer and Secretary
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text: 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): February 9, 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 February 9, 2005, a Complaint  was filed in the U.S.  District  Court for the
  Eastern District of Pennsylvania by investors  seeking the return of $175,000 in
  equity  investments  made  in  Sonex  Research,  Inc.  during  2004,  as well as
  unspecified  compensatory and punitive damages. The Complaint was filed by Bruce
  W. Majer of Plymouth  Meeting,  PA,  Allen W. Fortna of  Whitehall,  PA, and the
  Hermitage  Partnership  of  Philadelphia,  PA  (together,  referred  to  as  the
  "Investors").  In a  private  financing,  Mr.  Majer  and Mr.  Fortna  made cash
  investments  of  $60,000  and  $70,000,  respectively,  in April  2004,  and the
  Hermitage  Partnership  made a cash  investment  of $45,000 in August 2004.  The
  Investors  purchased a total of 700,000 shares of the Company's  common stock at
  $.25 per share and warrants to purchase an additional 700,000 shares exercisable
  at $.25 per share.
  
  The Complaint is an action for federal and state  securities  fraud,  common law
  fraud,  and related  claims by these  investors who believe they were induced to
  purchase securities based on a series of false and misleading statements, and is
  filed against  Sonex,  its former  President,  CEO and director  Roger D. Posey,
  former director Jim Z.I. Williams, current CFO, Secretary and director George E.
  Ponticas,  and Dr. Andrew A. Pouring,  current Sonex Chairman of the Board,  CEO
  and President (together, referred to as the "Defendants").
  
  Dr. Pouring and Mr. Ponticas,  who comprise the current  management and Board of
  Directors of Sonex, believe that many aspects of the claims in the Complaint are
  without merit and contain  factual  inaccuracies.  Management  believes that the
  issuance  of the  securities  to these  investors  was made in  accordance  with
  applicable federal and state securities laws.
  
  Mr. Posey joined Sonex as its  President in February  2004. In March 2004 he was
  named a director and in July 2004 he was named CEO. Based on the  recommendation
  of Mr.  Posey,  in April 2004 Mr.  Williams was named a director of the Company.
  Mr. Williams of Toronto,  Canada,  is a former business  associate and friend of
  Mr.  Posey.  In October 2004 Mr.  Posey  resigned as CEO and  President,  and in
  November 2004, first Mr. Posey and later Mr. Williams resigned from the Board of
  Directors.
  
  This  Form 8-K  filing,  including  the  discussion  presented  below,  has been
  prepared by current  management of Sonex,  while former  officials Mr. Posey and
  Mr. Williams have not communicated with the Company.  Sonex has not yet obtained
  advice from legal counsel relating to the Complaint.
  
  The  Complaint  states  that  Mr.  Majer  is a former  colleague  of Mr.  Posey.
  Management believes that Mr. Fortna is Mr. Majer's brother-in-law. The Hermitage
  Partnership was formed by friends,  family members and colleagues of Mr. Majer's
  for the sole purpose of investing in Sonex. The Complaint  alleges that the four
  named Sonex officials devised,  orchestrated and implemented a fraudulent scheme
  to induce the investors to purchase equity securities to fund Company operations
  and pay their own salaries, based primarily on the following misstatements:
  
  1. that Mr. Posey was uniquely  qualified to implement  the  Company's  business
  plan,  when in fact he was  subject to a  restrictive  covenant  with his former
  employer,  BRD Noise and Vibration  Control  ("BRD") of Wind Gap, PA, that would
  ultimately force him to resign;
  
  2. that a multi-million  dollar financing from a group of Canadian investors was
  imminent when in fact the financing was highly  speculative and had no realistic
  chance of being consummated; and
  
  3. that the law firm which was assisting with the financing had agreed to accept
  payment in the form of stock  rather then cash,  when in fact the fee  agreement
  required  payment in cash,  the  Company  had agreed to pay a cash  retainer  of
  $50,000,  and the law firm had invoiced the company for services rendered in the
  amount of $102,000.
  
  As to the first allegation,  the Complaint actually  acknowledges that Mr. Majer
  was aware of Mr.  Posey's  restrictive  covenant  with BRD prior to Mr.  Majer's
  making an  investment  and  inducing  others to make an  investment.  Management
  believes  Mr.  Majer  worked with Mr.  Posey at BRD,  and had agreed to join Mr.
  Posey  at  Sonex if and when the  Company  concluded  a major  financing  it was
  seeking to be in a position to implement a new business  plan that was presented
  to  potential  investors.  Based on the fact  that Mr.  Majer  was  aware of the
  existence of the restrictive  covenant,  Mr. Majer's prior relationship with Mr.
  Posey, and because Mr. Posey told Mr. Majer that Sonex planned to acquire BRD if
  and when the Company concluded the major financing sought,  management  believes
  that the Investors,  prior to purchasing  the  securities,  determined  that the
  existence of the restrictive covenant was not an impediment to implementation of
  the business plan.
  
  As to the second  allegation,  the Company maintains that no  misrepresentations
  were made concerning the multi-million  dollar financing it sought from Canadian
  investors introduced to Sonex by Mr. Posey and Mr. Williams.  The Company made a
  good faith effort to pursue and conclude such financing.
  
  As to the third  allegation,  the Company  maintains that no  misrepresentations
  were made  concerning  the  payment  terms of the  retainer  agreement  with the
  Florida law firm which was serving as  securities  counsel.  In its December 31,
  2003 Annual  Report on Form 10-KSB filed with the SEC in April 2004 prior to the
  acceptance of the investments, the Company clearly disclosed in the notes to the
  financial statements that an upfront payment to this law firm was made in stock,
  that the law firm required a cash retainer of $50,000 prior to June 30, 2004 for
  continued representation.
  
  The Complaint also states that Dr. Pouring and Mr.  Ponticas knew that Mr. Posey
  came to Sonex  shortly  after  leaving BRD. In fact,  they did not know,  as Mr.
  Posey did not list  this job on the  resume he  provided  to Sonex  prior to his
  being hired as President in February  2004.  Dr.  Pouring and Mr.  Ponticas were
  made aware of this  previous  employment  and the  existence of the  restrictive
  covenant some time after the investments had been made.
  
  Mr. Posey had been named  President  on the basis of his plan to develop,  raise
  capital for, and implement an updated  business  plan, the primary goal of which
  was  to  transition  Sonex  from  a  research  and  development  company  into a
  technology and manufacturing  enterprise. In September 2004 Dr. Pouring reviewed
  Mr. Posey's performance in the context of the Company's poor financial condition
  and lack of  commercial  progress.  Mr.  Posey then offered to resign as CEO and
  President,  citing the  Company's  inability  to  consummate  the major  capital
  infusion with which to execute the business  plan. In October 2004 the Company's
  Board of Directors and Mr. Posey mutually concluded that it would be in the best
  interests  of all  parties  for the Board to accept his offer to resign.  In the
  meantime, the revelation that Mr. Posey had failed to disclose to management the
  existence of the restrictive covenant with BRD led to an internal investigation.
  Management also was subsequently informed of potentially questionable actions by
  Mr.  Williams.  Mr.  Posey then  resigned  from the Board of  Directors in early
  November, shortly after which followed the resignation of Mr. Williams.
  
  The Company's ongoing internal  investigation  was providing strong  indications
  that  the  circumstances  of  Mr.  Posey's  departure  were,  in  actuality,   a
  resignation  by Mr. Posey "without good reason" and a termination by the Company
  "with cause" as these terms are defined in his employment  agreement.  Mr. Posey
  initiated  dialog with the Company in which he indicated a desire to return much
  of the  compensation  he had been  awarded;  however,  he has since  indicated a
  change of position.  The Company is currently evaluating a course of action with
  respect to Mr. Posey and Mr.  Williams  within the  limitations  of its resource
  constraints.
  
  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.
  
  February 14, 2005
  
  SONEX RESEARCH, INC.
  Registrant
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer and Secretary