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): March 31, 1997
  
  
                                SONEX RESEARCH, INC.
  
                 (Exact name of registrant as specified in Charter)
  
  
                             Maryland 0-14465 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)
  
  
  
  
  <PAGE>
  
  
  
                               ITEM 5. - OTHER EVENTS
  
  
       On March 31, 1997, Sonex Research, Inc. (the "Company") completed a private
  financing  in which it raised  $330,000  from a small  number  of the  Company's
  existing  shareholders who qualified as accredited  investors.  Investments were
  accepted in the minimum  amount of $15,000 in the form of a Unit  consisting  of
  20,000 shares of the Company's $.01 par value common stock (the "Common  Stock")
  and five-year  warrants to purchase an additional  10,000 shares of common stock
  at $.75 per share.
  
       As previously  reported in a Form 8-K filing dated  February 28, 1997,  the
  Company received an equity investment of $250,000 from Proactive Partners,  L.P.
  and  certain  of  its  affiliates  (collectively  referred  to as  "Proactive").
  Proactive are the largest  beneficial  owners of the  Company's  Common Stock by
  virtue  of their  holdings  of  convertible  Preferred  Stock and  Common  Stock
  purchase warrants.
  
  
  
  
                     ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
  
  
       Attached hereto as Exhibit 1 is the pro-forma  balance sheet of the Company
  as of December 31, 1996 assuming the two equity investments  described in Item 5
  above had taken place on that date.
  
  
  <PAGE>
  
  
                                SONEX RESEARCH, INC.
                             CURRENT REPORT ON FORM 8-K
                               PRO FORMA BALANCE SHEET
                                  DECEMBER 31, 1996
                                     (Unaudited)
  
  
                                          As previously
                                             reported     Adjustments   Pro forma
                                             --------     -----------  ----------
  
       ASSETS
  
  Current assets                           $   232,137    $ 580,000    $  812,137
  
  Loans to employees - long-term                15,000                     15,000
  
  Patents and technology                       239,308                    239,308
  
  Property and equipment                        28,008                     28,008
  
                                           $   514,453    $ 580,000    $1,094,453
                                           -----------    ---------    ----------
  
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities                      $   790,991                 $  770,991
                                           -----------                 ----------
  
  Preferred stock - 1,550,001 shares            15,500                     15,500
  Common stock - 16,214,020 shares as
       previously reported; 16,987,353
       shares pro forma                        162,140   $   7,733        169,873
  Additional paid-in capital                19,165,535     572,267     19,737,802
  Unrealized increase in value of
       marketable securities                    36,800                     36,800
  Accumulated deficit                      (19,656,513)               (19,656,513)
                                           -----------                -----------
  
       Total stockholders' equity             (276,538)    580,000        303,462
                                           -----------    --------    -----------
  
                                           $   514,543   $ 580,000     $1,094,453
                                           -----------   ---------     ----------
  
  
  
  
  
       The pro forma adjustments reflect the cash investments aggregating $580,000
  pursuant to which the Company issued 773,333 shares of Common Stock.
  
  
  <PAGE>
  
  
                                     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 8, 1997                                SONEX RESEARCH, INC.
                                               Registrant
  
  
  
                                                   /s/ George E. Ponticas
                                               -----------------------------
                                               George E. Ponticas
                                               Chief Financial Officer
  
  
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "SONEX RESEARCH INC", "cik": "0000723312", "assigned-sic": "8731", "irs-number": "521188993", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14465", "film-number": "97576251"}, "business-address": {"street1": "23 HUDSON ST", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4102665556"}, "mail-address": {"street1": "23 HUDSON STREET", "city": "ANNAPOLIS", "state": "MD", "zip": "21401"}}
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): March 31, 1997
  
                                SONEX RESEARCH, INC.
  
                 (Exact name of registrant as specified in Charter)
  
                             Maryland 0-14465 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)
  ITEM 5. - OTHER EVENTS
  
       On March 31, 1997, Sonex Research, Inc. (the "Company") completed a private
  financing  in which it raised  $330,000  from a small  number  of the  Company's
  existing  shareholders who qualified as accredited  investors.  Investments were
  accepted in the minimum  amount of $15,000 in the form of a Unit  consisting  of
  20,000 shares of the Company's $.01 par value common stock (the "Common  Stock")
  and five-year  warrants to purchase an additional  10,000 shares of common stock
  at $.75 per share.
  
       As previously  reported in a Form 8-K filing dated  February 28, 1997,  the
  Company received an equity investment of $250,000 from Proactive Partners,  L.P.
  and  certain  of  its  affiliates  (collectively  referred  to as  "Proactive").
  Proactive are the largest  beneficial  owners of the  Company's  Common Stock by
  virtue  of their  holdings  of  convertible  Preferred  Stock and  Common  Stock
  purchase warrants.
  
                     ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
  
       Attached hereto as Exhibit 1 is the pro-forma  balance sheet of the Company
  as of December 31, 1996 assuming the two equity investments  described in Item 5
  above had taken place on that date.
  SONEX RESEARCH, INC.
                             CURRENT REPORT ON FORM 8-K
                               PRO FORMA BALANCE SHEET
                                  DECEMBER 31, 1996
                                     (Unaudited)
  
                                          As previously
                                             reported     Adjustments   Pro forma
                                             --------     -----------  ----------
  
       ASSETS
  
  Current assets                           $   232,137    $ 580,000    $  812,137
  
  Loans to employees - long-term                15,000                     15,000
  
  Patents and technology                       239,308                    239,308
  
  Property and equipment                        28,008                     28,008
  
                                           $   514,453    $ 580,000    $1,094,453
                                           -----------    ---------    ----------
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities                      $   790,991                 $  770,991
                                           -----------                 ----------
  
  Preferred stock - 1,550,001 shares            15,500                     15,500
  Common stock - 16,214,020 shares as
       previously reported; 16,987,353
       shares pro forma                        162,140   $   7,733        169,873
  Additional paid-in capital                19,165,535     572,267     19,737,802
  Unrealized increase in value of
       marketable securities                    36,800                     36,800
  Accumulated deficit                      (19,656,513)               (19,656,513)
                                           -----------                -----------
  
       Total stockholders' equity             (276,538)    580,000        303,462
                                           -----------    --------    -----------
  
                                           $   514,543   $ 580,000     $1,094,453
                                           -----------   ---------     ----------
  
       The pro forma adjustments reflect the cash investments aggregating $580,000
  pursuant to which the Company issued 773,333 shares of Common Stock.
  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 8, 1997                                SONEX RESEARCH, INC.
                                               Registrant
  
                                                   /s/ George E. Ponticas
                                               -----------------------------
                                               George E. Ponticas
                                               Chief Financial Officer