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): May 28, 2002
  
  
                              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 May 28, 2002, Sonex  Research, Inc. (the  "Company") posted the
  following notice to shareholders on its website (www.sonexresearch.com):
  
  
                     COMPANY RESPONDS TO DECLINE IN STOCK PRICE;
                        CEO EXPRESSES CONFIDENCE IN PROSPECTS
  
  Annapolis, Maryland
  May 28, 2002
  
  To the Shareholders of SONEX RESEARCH, INC. (OTC BB: SONX):
  
  In light of the  sudden  decline in our stock  price at the end of last week,  I
  wanted to inform  you that  there have been no recent  adverse  developments  at
  Sonex and that management remains confident in the Company's prospects. In fact,
  both our CFO,  George E.  Ponticas,  and I  acquired  more  Sonex  shares in the
  Company's  most recent  private  financing at the end of March 2002,  and we are
  continuing  to defer  payment of  significant  portions of our current  wages to
  reduce the Company's cash flow requirements.
  
  The Company has high expectations of being awarded a significant contract in the
  near  future for SCS heavy fuel  engine  development.  Feedback to date has been
  positive on our proposal for  conversion  of an  automotive  gasoline  engine to
  operate on  diesel-type  heavy  fuel for  application  in a large UAV  (unmanned
  aerial vehicle) for the military.
  
  We also  believe the  prospects  are good for a potential  subcontract  award to
  Sonex for an effort  relating to a vehicular  diesel  engine  application  being
  developed  in  conjunction  with a  commercial  partner.  For  its  part in this
  proposed  program,  Sonex  would  work  on a  state-of-the-art,  multi-cylinder,
  automotive  diesel  engine to apply our SCRI  combustion  process.  A successful
  result from this proposed government funded program would provide SCRI data on a
  multi-cylinder diesel engine for presentation to any engine manufacturer without
  being subject to the  confidentiality  restrictions that exist in our commercial
  development programs.
  
  This month the Company engaged the services of a professional investor relations
  and financial communications firm to develop,  implement and maintain an ongoing
  program to increase the investment  community's  awareness of Sonex  activities.
  Shortly,  we will provide details on this new  relationship,  including  contact
  information and a website address.
  
  I remain very optimistic about the commercial prospects for the Sonex combustion
  technologies.  The Company will continue to seek the  resources  and  commercial
  partners necessary to complete development work.
  
  I wish to thank our shareholders for your continued support and patience.
  
  
                             Very truly yours,
  
  
                             Andrew A. Pouring, D.Eng.
                             Chief Executive Officer
  
                              **********************
  
  Sonex Research,  Inc., a leader in the field of combustion  technology,  has its
  SCS technology  protected by numerous patents issued and pending worldwide.  The
  Company is pursuing licensing agreements for the marketing, manufacture and sale
  of diesel truck engine  pistons  incorporating  its patented  technology for the
  reduction of emissions in vehicular direct injected turbocharged diesel engines,
  and has  conducted  demonstration  and  development  programs  with  some of the
  world's largest diesel engine manufacturers. Other SCS designs are being used to
  convert  small  gasoline  engines to heavy fuel use for military and  commercial
  applications.
  
  
  Caution Regarding Forward-Looking Statements
  
  This  announcement,  as well as all  publicly  disseminated  material  about the
  Company, contains information in the form of "forward-looking" statements within
  the meaning of the Private Securities  Litigation Act of 1995 (the "Act").  Such
  statements  are  based  on  current  expectations,  estimates,  projections  and
  assumptions by management with respect to, among other things,  trends affecting
  the Company's  financial  condition or results of  operations  and the impact of
  competition.  Such  statements  are not  guarantees  of future  performance  and
  involve risks and uncertainties,  all of which are difficult to predict and many
  of which are beyond the control of the Company.  In order to obtain the benefits
  of the  "safe  harbor"  provisions  of the  Act  for  any  such  forward-looking
  statements,  the  Company  cautions  shareholders,   investors  and  prospective
  investors  about  significant  factors which,  among other things,  have in some
  cases  affected the  Company's  actual  results and are in the future  likely to
  affect the Company's  actual  results and cause them to differ  materially  from
  those expressed in any such forward-looking statements. Accordingly, readers are
  cautioned  not to  place  undue  reliance  on such  forward-looking  statements.
  Shareholders,  investors and prospective investors should read this announcement
  in  conjunction  with the  Company's  most recent  Annual Report on Form 10-KSB,
  Quarterly  Report on Form  10-QSB,  and other  filings with the  Securities  and
  Exchange Commission available online in the EDGAR database at www.sec.gov.
  
  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.
  
  May 28, 2002
  
  SONEX RESEARCH, INC.
  Registrant
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer
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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": "02663409"}, "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): May 28, 2002
  
                              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 May 28, 2002, Sonex  Research, Inc. (the  "Company") posted the
  following notice to shareholders on its website (www.sonexresearch.com):
  
                     COMPANY RESPONDS TO DECLINE IN STOCK PRICE;
                        CEO EXPRESSES CONFIDENCE IN PROSPECTS
  
  Annapolis, Maryland
  May 28, 2002
  
  To the Shareholders of SONEX RESEARCH, INC. (OTC BB: SONX):
  
  In light of the  sudden  decline in our stock  price at the end of last week,  I
  wanted to inform  you that  there have been no recent  adverse  developments  at
  Sonex and that management remains confident in the Company's prospects. In fact,
  both our CFO,  George E.  Ponticas,  and I  acquired  more  Sonex  shares in the
  Company's  most recent  private  financing at the end of March 2002,  and we are
  continuing  to defer  payment of  significant  portions of our current  wages to
  reduce the Company's cash flow requirements.
  
  The Company has high expectations of being awarded a significant contract in the
  near  future for SCS heavy fuel  engine  development.  Feedback to date has been
  positive on our proposal for  conversion  of an  automotive  gasoline  engine to
  operate on  diesel-type  heavy  fuel for  application  in a large UAV  (unmanned
  aerial vehicle) for the military.
  
  We also  believe the  prospects  are good for a potential  subcontract  award to
  Sonex for an effort  relating to a vehicular  diesel  engine  application  being
  developed  in  conjunction  with a  commercial  partner.  For  its  part in this
  proposed  program,  Sonex  would  work  on a  state-of-the-art,  multi-cylinder,
  automotive  diesel  engine to apply our SCRI  combustion  process.  A successful
  result from this proposed government funded program would provide SCRI data on a
  multi-cylinder diesel engine for presentation to any engine manufacturer without
  being subject to the  confidentiality  restrictions that exist in our commercial
  development programs.
  
  This month the Company engaged the services of a professional investor relations
  and financial communications firm to develop,  implement and maintain an ongoing
  program to increase the investment  community's  awareness of Sonex  activities.
  Shortly,  we will provide details on this new  relationship,  including  contact
  information and a website address.
  
  I remain very optimistic about the commercial prospects for the Sonex combustion
  technologies.  The Company will continue to seek the  resources  and  commercial
  partners necessary to complete development work.
  
  I wish to thank our shareholders for your continued support and patience.
  
                             Very truly yours,
  
                             Andrew A. Pouring, D.Eng.
                             Chief Executive Officer
  
                              **********************
  
  Sonex Research,  Inc., a leader in the field of combustion  technology,  has its
  SCS technology  protected by numerous patents issued and pending worldwide.  The
  Company is pursuing licensing agreements for the marketing, manufacture and sale
  of diesel truck engine  pistons  incorporating  its patented  technology for the
  reduction of emissions in vehicular direct injected turbocharged diesel engines,
  and has  conducted  demonstration  and  development  programs  with  some of the
  world's largest diesel engine manufacturers. Other SCS designs are being used to
  convert  small  gasoline  engines to heavy fuel use for military and  commercial
  applications.
  
  Caution Regarding Forward-Looking Statements
  
  This  announcement,  as well as all  publicly  disseminated  material  about the
  Company, contains information in the form of "forward-looking" statements within
  the meaning of the Private Securities  Litigation Act of 1995 (the "Act").  Such
  statements  are  based  on  current  expectations,  estimates,  projections  and
  assumptions by management with respect to, among other things,  trends affecting
  the Company's  financial  condition or results of  operations  and the impact of
  competition.  Such  statements  are not  guarantees  of future  performance  and
  involve risks and uncertainties,  all of which are difficult to predict and many
  of which are beyond the control of the Company.  In order to obtain the benefits
  of the  "safe  harbor"  provisions  of the  Act  for  any  such  forward-looking
  statements,  the  Company  cautions  shareholders,   investors  and  prospective
  investors  about  significant  factors which,  among other things,  have in some
  cases  affected the  Company's  actual  results and are in the future  likely to
  affect the Company's  actual  results and cause them to differ  materially  from
  those expressed in any such forward-looking statements. Accordingly, readers are
  cautioned  not to  place  undue  reliance  on such  forward-looking  statements.
  Shareholders,  investors and prospective investors should read this announcement
  in  conjunction  with the  Company's  most recent  Annual Report on Form 10-KSB,
  Quarterly  Report on Form  10-QSB,  and other  filings with the  Securities  and
  Exchange Commission available online in the EDGAR database at www.sec.gov.
  
  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.
  
  May 28, 2002
  
  SONEX RESEARCH, INC.
  Registrant
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer