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 12, 2007
  
  
                              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 12, 2007, the Registrant  Sonex Research,  Inc.  ("Sonex")  issued a
  news release  announcing  that it intends to respond to a notice from the SEC by
  entering into an offer of settlement  to revoke the  registration  of its Common
  Stock.  The  Registrant  also posted the following  announcement  regarding this
  subject to its website www.sonexresearch.com:
  
  
  SONEX INTENDS TO RESPOND TO SEC NOTICE BY ENTERING INTO OFFER
  OF SETTLEMENT WITH THE SEC TO REVOKE STOCK REGISTRATION
  
  
  ANNAPOLIS,  MARYLAND,  February 12, 2007 - SONEX RESEARCH,  INC. (OTC:  SONX), a
  leader in the field of combustion  technology,  announced today that it recently
  received a letter from the Securities and Exchange  Commission  ("SEC")  stating
  that  because  Sonex  is  delinquent  in  its  annual  and  quarterly  reporting
  requirements  under  Section 13(a) of the  Securities  Exchange Act of 1934 (the
  "Exchange  Act"),  the Company may be subject,  without  further  notice,  to an
  administrative  proceeding under Section 12(j) of the Exchange Act to revoke its
  registration  under the  Exchange  Act if all  required  reports  were not filed
  within 15 days of the date of the letter.
  
  Sonex is unable to file all required  reports within the prescribed time period.
  The Company has  determined  that the most prudent course of action is to submit
  an  Offer  of  Settlement  (the  "Offer")  to  the  SEC in  anticipation  of the
  proceedings  that may be instituted  against Sonex by the SEC. Sonex has been in
  contact  with the SEC  (through  counsel) and intends to submit the Offer to the
  SEC within the next few days and,  shortly  thereafter,  Sonex  expects to enter
  into a Consent  Order with the SEC. The Consent  Order is expected to state that
  Sonex has failed to comply with  Exchange Act Section  13(a) and Rules 13a-1 and
  13a-13 thereunder while its Common Stock was registered with the Commission, and
  to order that pursuant to Section 12(j) of the Exchange Act, registration of the
  Common Stock of Sonex  registered  pursuant to Section 12 of the Exchange Act be
  revoked.  Additionally,  upon the final order signed by the SEC,  Sonex's common
  stock  will no  longer  be  allowed  to trade  over the  counter  (the  stock is
  currently quoted on the Pink Sheets  Electronic  Quotation  Service),  which may
  adversely affect the value and liquidity of the stock.
  
  In making the decision to enter into the Offer,  management  considered a number
  of factors and obtained  advice of legal counsel.  Management  believes that had
  Sonex  failed to respond to the notice  from the SEC rather  than  proposing  to
  submit an Offer of Settlement,  the SEC's  Division of Enforcement  likely would
  have issued an Order Instituting Proceedings before an Administrative Law Judge,
  resulting in a default revocation of registration.
  
  Sonex has not filed an Annual  Report on Form 10-KSB for any year  subsequent to
  the year ending December 31, 2003, nor quarterly  reports on Form 10-QSB for any
  period  subsequent  to the quarter  ending  September  30,  2004.  Sonex  became
  delinquent  in its  filings  with the SEC  primarily  because of the lack of the
  financial  resources to engage an independent  registered public accounting firm
  to conduct audits of the related  financial  statements and the lack of staffing
  to  prepare  the  periodic  reports,  due in large  part to the  amount  of time
  management  has devoted and the amount of funds Sonex has spent in responding to
  litigation.  Sonex has continued to file with the SEC, however,  Current Reports
  on Form 8-K to disclose all  material  events.  The 8-K filings,  as well as the
  past Forms 10-KSB and 10-QSB,  are  available  upon request from Sonex or on the
  SEC's website at www.sec.gov.  Additionally, Sonex intends to continue to report
  on  all  material  events  by  posting  such   information  on  its  website  at
  www.sonexresearch.com.
  
  Once the  Company's  registration  is  revoked  and  there is no longer a public
  market for its Common Stock,  stockholders  will be prohibited from transferring
  or selling  their shares  except in exempt  transactions  that are in compliance
  with the United  States and  applicable  state  securities  laws.  For  example,
  shareholders  may be  able  to  sell or  transfer  their  shares  as long as the
  shareholders   consult  with  their  own  legal  counsel  and  comply  with  the
  requirements of Rule 144 and other applicable  sections of the Securities Act of
  1933. Further, the Company will only be able to raise additional capital through
  the  issuance  of stock or debt in private  offerings  that are exempt  from the
  registration requirements of the Securities Act of 1933.
  
  Should the  Company be in a position in the future to have its  securities  once
  again  registered,  it can do so by filing the appropriate  form of registration
  statement with the SEC. While there is  considerable  expense  associated with a
  registration  statement,  Sonex understands that it would not also have to incur
  the costs of filing all previously delinquent reports.
  
  Dr. Andrew A. Pouring, Sonex Chairman of the Board, CEO and President, said "The
  consent to revocation of SEC  registration is not expected to have any immediate
  adverse effect on the operations of the Company.  We look forward to building on
  increased  commercial  interest in the Sonex  Combustion  System (SCS) for heavy
  fuel engines (HFEs)."
  
  In November 2006 (as previously  disclosed on the Form 8-K filed with the SEC on
  November 7, 2006),  Sonex licensed a part of the SCS HFETM technology to Insitu,
  Inc. (Bingen, WA, www.insitu.com),  a pioneer developer of long-range, unmanned,
  autonomous  aircraft.  Insitu  is best  known for its long  endurance,  low cost
  unmanned  aerial  systems  (UAS)  such as the  ScanEagle(R)  UAS,  developed  in
  partnership  with Boeing [NYSE:  BA].  ScanEagle is used to provide services for
  the US Marine Corps,  US Navy,  and  Australian  Army,  and has logged more than
  30,000 hours of flight time since being deployed in 2004. In January 2007 Insitu
  announced that it set an endurance  flight mark for its ScanEagle by running its
  engine  modified  with  licensed  HFE  technology  from Sonex,  along with other
  enhancements  developed by Insitu engineers,  on JP-5 heavy fuel. Insitu expects
  to sell  ScanEagles  equipped with engines  incorporating  SCS HFETM  technology
  later this year.  Sonex  continues  to provide  services  to Insitu for  further
  development of licensed SCS HFETM  technology  under a  Collaboration  Agreement
  also signed in November 2006.
  
  Dr.  Pouring added that as word spreads of the Insitu license and successful HFE
  flight,  Sonex is fielding  numerous  inquiries for its HFE conversion  process.
  "Sonex expects to generate new funded projects for the continued development and
  commercial  application  of the SCS HFETM  technology.  Our challenge will be to
  expand the Company's capabilities,  which may require additional funding. We are
  assessing  the  future  needs  of the  Company  and  will  work  to  develop  an
  appropriate  strategy  for  moving  forward,  including  how  best  to  maximize
  shareholder  value.  Sonex seeks to attract  qualified,  capable  assistance  to
  pursue  commercialization  not only of the SCS HFETM  technology but also of its
  piston-based  technology  for larger  engines.  It is  possible,  however,  that
  revocation  of our SEC  registration  may make  raising  capital and  attracting
  qualified people more difficult."
  
  "Management  will  continue  to  work  hard  towards  the  best  result  for our
  shareholders" said Dr. Pouring.  "I believe the commercial  potential of the SCS
  technology  will permit  shareholders  to realize  significant  value from their
  holdings,  whether  through a strategic  corporate  transaction  of some form or
  through future public trading of our stock."
  
  
  Contact:  George E. Ponticas,  CFO, Sonex  Research,  Inc.,  tel:  410-266-5556,
  email: george.ponticas@sonex-na.com, website: www.sonexresearch.com.
  
  
  ScanEagle(R) is a registered trademark of the Boeing Company.
  
  
  About Sonex
  
  Sonex  Research,  Inc.,  a leader  in the  field of  combustion  technology,  is
  developing its patented Sonex Combustion  System (SCS)  piston-based  technology
  for in-cylinder  control of ignition and  combustion,  designed to increase fuel
  mileage and reduce  emissions  of internal  combustion  engines.  Sonex plans to
  complete  development,  commercialize  and  market  its  Sonex  Controlled  Auto
  Ignition (SCAI)  combustion  process to the automotive  industry to improve fuel
  efficiency of gasoline powered vehicles.  Additionally,  independent third-party
  testing has confirmed the potential of the SCS application  for  direct-injected
  diesel  engines  to  significantly   reduce  harmful  soot  in-cylinder  without
  increasing  fuel  consumption.  Other  SCS  designs  are being  used to  convert
  gasoline engines of various sizes to operate on safer, diesel-type "heavy fuels"
  for use in military and commercial  applications requiring light weight and safe
  handling  and  storage  of fuel,  such as in UAVs  (unmanned  aerial  vehicles).
  
  
  CAUTION REGARDING FORWARD-LOOKING STATEMENTS
  
  "Forward-looking"  statements  contained in this report, as well as all publicly
  disseminated  material about the Company, are made pursuant to the "safe harbor"
  provisions of the Private  Securities  Litigation Act. Such statements are based
  on current  expectations,  estimates,  projections and assumptions by management
  with respect to matters such as commercial acceptance of the SCS technology, the
  impact of  competition,  and the  Company's  financial  condition  or results of
  operations.  Readers are cautioned  that such  statements  are not guarantees of
  future  performance and involve risks and uncertainties  that could cause actual
  results to differ  materially from those  expressed in any such  forward-looking
  statements.
  
  
  
                                   ###
  
  
  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 12, 2007
  
  
  SONEX RESEARCH, INC.
  Registrant
  
  
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer and Secretary
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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": "07603297"}, "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): February 12, 2007
  
                              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 12, 2007, the Registrant  Sonex Research,  Inc.  ("Sonex")  issued a
  news release  announcing  that it intends to respond to a notice from the SEC by
  entering into an offer of settlement  to revoke the  registration  of its Common
  Stock.  The  Registrant  also posted the following  announcement  regarding this
  subject to its website www.sonexresearch.com:
  
  SONEX INTENDS TO RESPOND TO SEC NOTICE BY ENTERING INTO OFFER
  OF SETTLEMENT WITH THE SEC TO REVOKE STOCK REGISTRATION
  
  ANNAPOLIS,  MARYLAND,  February 12, 2007 - SONEX RESEARCH,  INC. (OTC:  SONX), a
  leader in the field of combustion  technology,  announced today that it recently
  received a letter from the Securities and Exchange  Commission  ("SEC")  stating
  that  because  Sonex  is  delinquent  in  its  annual  and  quarterly  reporting
  requirements  under  Section 13(a) of the  Securities  Exchange Act of 1934 (the
  "Exchange  Act"),  the Company may be subject,  without  further  notice,  to an
  administrative  proceeding under Section 12(j) of the Exchange Act to revoke its
  registration  under the  Exchange  Act if all  required  reports  were not filed
  within 15 days of the date of the letter.
  
  Sonex is unable to file all required  reports within the prescribed time period.
  The Company has  determined  that the most prudent course of action is to submit
  an  Offer  of  Settlement  (the  "Offer")  to  the  SEC in  anticipation  of the
  proceedings  that may be instituted  against Sonex by the SEC. Sonex has been in
  contact  with the SEC  (through  counsel) and intends to submit the Offer to the
  SEC within the next few days and,  shortly  thereafter,  Sonex  expects to enter
  into a Consent  Order with the SEC. The Consent  Order is expected to state that
  Sonex has failed to comply with  Exchange Act Section  13(a) and Rules 13a-1 and
  13a-13 thereunder while its Common Stock was registered with the Commission, and
  to order that pursuant to Section 12(j) of the Exchange Act, registration of the
  Common Stock of Sonex  registered  pursuant to Section 12 of the Exchange Act be
  revoked.  Additionally,  upon the final order signed by the SEC,  Sonex's common
  stock  will no  longer  be  allowed  to trade  over the  counter  (the  stock is
  currently quoted on the Pink Sheets  Electronic  Quotation  Service),  which may
  adversely affect the value and liquidity of the stock.
  
  In making the decision to enter into the Offer,  management  considered a number
  of factors and obtained  advice of legal counsel.  Management  believes that had
  Sonex  failed to respond to the notice  from the SEC rather  than  proposing  to
  submit an Offer of Settlement,  the SEC's  Division of Enforcement  likely would
  have issued an Order Instituting Proceedings before an Administrative Law Judge,
  resulting in a default revocation of registration.
  
  Sonex has not filed an Annual  Report on Form 10-KSB for any year  subsequent to
  the year ending December 31, 2003, nor quarterly  reports on Form 10-QSB for any
  period  subsequent  to the quarter  ending  September  30,  2004.  Sonex  became
  delinquent  in its  filings  with the SEC  primarily  because of the lack of the
  financial  resources to engage an independent  registered public accounting firm
  to conduct audits of the related  financial  statements and the lack of staffing
  to  prepare  the  periodic  reports,  due in large  part to the  amount  of time
  management  has devoted and the amount of funds Sonex has spent in responding to
  litigation.  Sonex has continued to file with the SEC, however,  Current Reports
  on Form 8-K to disclose all  material  events.  The 8-K filings,  as well as the
  past Forms 10-KSB and 10-QSB,  are  available  upon request from Sonex or on the
  SEC's website at www.sec.gov.  Additionally, Sonex intends to continue to report
  on  all  material  events  by  posting  such   information  on  its  website  at
  www.sonexresearch.com.
  
  Once the  Company's  registration  is  revoked  and  there is no longer a public
  market for its Common Stock,  stockholders  will be prohibited from transferring
  or selling  their shares  except in exempt  transactions  that are in compliance
  with the United  States and  applicable  state  securities  laws.  For  example,
  shareholders  may be  able  to  sell or  transfer  their  shares  as long as the
  shareholders   consult  with  their  own  legal  counsel  and  comply  with  the
  requirements of Rule 144 and other applicable  sections of the Securities Act of
  1933. Further, the Company will only be able to raise additional capital through
  the  issuance  of stock or debt in private  offerings  that are exempt  from the
  registration requirements of the Securities Act of 1933.
  
  Should the  Company be in a position in the future to have its  securities  once
  again  registered,  it can do so by filing the appropriate  form of registration
  statement with the SEC. While there is  considerable  expense  associated with a
  registration  statement,  Sonex understands that it would not also have to incur
  the costs of filing all previously delinquent reports.
  
  Dr. Andrew A. Pouring, Sonex Chairman of the Board, CEO and President, said "The
  consent to revocation of SEC  registration is not expected to have any immediate
  adverse effect on the operations of the Company.  We look forward to building on
  increased  commercial  interest in the Sonex  Combustion  System (SCS) for heavy
  fuel engines (HFEs)."
  
  In November 2006 (as previously  disclosed on the Form 8-K filed with the SEC on
  November 7, 2006),  Sonex licensed a part of the SCS HFETM technology to Insitu,
  Inc. (Bingen, WA, www.insitu.com),  a pioneer developer of long-range, unmanned,
  autonomous  aircraft.  Insitu  is best  known for its long  endurance,  low cost
  unmanned  aerial  systems  (UAS)  such as the  ScanEagle(R)  UAS,  developed  in
  partnership  with Boeing [NYSE:  BA].  ScanEagle is used to provide services for
  the US Marine Corps,  US Navy,  and  Australian  Army,  and has logged more than
  30,000 hours of flight time since being deployed in 2004. In January 2007 Insitu
  announced that it set an endurance  flight mark for its ScanEagle by running its
  engine  modified  with  licensed  HFE  technology  from Sonex,  along with other
  enhancements  developed by Insitu engineers,  on JP-5 heavy fuel. Insitu expects
  to sell  ScanEagles  equipped with engines  incorporating  SCS HFETM  technology
  later this year.  Sonex  continues  to provide  services  to Insitu for  further
  development of licensed SCS HFETM  technology  under a  Collaboration  Agreement
  also signed in November 2006.
  
  Dr.  Pouring added that as word spreads of the Insitu license and successful HFE
  flight,  Sonex is fielding  numerous  inquiries for its HFE conversion  process.
  "Sonex expects to generate new funded projects for the continued development and
  commercial  application  of the SCS HFETM  technology.  Our challenge will be to
  expand the Company's capabilities,  which may require additional funding. We are
  assessing  the  future  needs  of the  Company  and  will  work  to  develop  an
  appropriate  strategy  for  moving  forward,  including  how  best  to  maximize
  shareholder  value.  Sonex seeks to attract  qualified,  capable  assistance  to
  pursue  commercialization  not only of the SCS HFETM  technology but also of its
  piston-based  technology  for larger  engines.  It is  possible,  however,  that
  revocation  of our SEC  registration  may make  raising  capital and  attracting
  qualified people more difficult."
  
  "Management  will  continue  to  work  hard  towards  the  best  result  for our
  shareholders" said Dr. Pouring.  "I believe the commercial  potential of the SCS
  technology  will permit  shareholders  to realize  significant  value from their
  holdings,  whether  through a strategic  corporate  transaction  of some form or
  through future public trading of our stock."
  
  Contact:  George E. Ponticas,  CFO, Sonex  Research,  Inc.,  tel:  410-266-5556,
  email: george.ponticas@sonex-na.com, website: www.sonexresearch.com.
  
  ScanEagle(R) is a registered trademark of the Boeing Company.
  
  About Sonex
  
  Sonex  Research,  Inc.,  a leader  in the  field of  combustion  technology,  is
  developing its patented Sonex Combustion  System (SCS)  piston-based  technology
  for in-cylinder  control of ignition and  combustion,  designed to increase fuel
  mileage and reduce  emissions  of internal  combustion  engines.  Sonex plans to
  complete  development,  commercialize  and  market  its  Sonex  Controlled  Auto
  Ignition (SCAI)  combustion  process to the automotive  industry to improve fuel
  efficiency of gasoline powered vehicles.  Additionally,  independent third-party
  testing has confirmed the potential of the SCS application  for  direct-injected
  diesel  engines  to  significantly   reduce  harmful  soot  in-cylinder  without
  increasing  fuel  consumption.  Other  SCS  designs  are being  used to  convert
  gasoline engines of various sizes to operate on safer, diesel-type "heavy fuels"
  for use in military and commercial  applications requiring light weight and safe
  handling  and  storage  of fuel,  such as in UAVs  (unmanned  aerial  vehicles).
  
  CAUTION REGARDING FORWARD-LOOKING STATEMENTS
  
  "Forward-looking"  statements  contained in this report, as well as all publicly
  disseminated  material about the Company, are made pursuant to the "safe harbor"
  provisions of the Private  Securities  Litigation Act. Such statements are based
  on current  expectations,  estimates,  projections and assumptions by management
  with respect to matters such as commercial acceptance of the SCS technology, the
  impact of  competition,  and the  Company's  financial  condition  or results of
  operations.  Readers are cautioned  that such  statements  are not guarantees of
  future  performance and involve risks and uncertainties  that could cause actual
  results to differ  materially from those  expressed in any such  forward-looking
  statements.
  
                                   ###
  
  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 12, 2007
  
  SONEX RESEARCH, INC.
  Registrant
  
  /s/ George E. Ponticas
  ----------------------
  George E. Ponticas
  Chief Financial Officer and Secretary