UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): / X / Form 10-KSB / / Form 20-F / / Form 11-K
/ / Form 10-QSB / / Form N-SAR
For Period Ended: December 31, 2005 / / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item (s) to which the notification relates:
PART 1 - REGISTRANT INFORMATION
Sonex Research, Inc.
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Full Name of Registrant
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Former Name if Applicable
23 Hudson Street
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Address of Principal Executive Office (Street and Number)
Annapolis, MD 21401
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
/ / (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date;
and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant has not filed its Annual Report on Form 10-KSB for the year ended
December 31, 2004 because it lacks the financial resources to engage its
independent registered public accountanting firm, Hausser + Taylor LLC, to
conduct an audit of the related financial statements, and because it lacks the
staffing to prepare the Form 10-KSB itself due in large part to the amount of
time management has spent in responding to litigation. For the same reasons, the
Company has been unable to file its Quarterly Reports on Form 10-QSB for March
31, 2005, June 30, 2005 and September 30, 2005, nor will it be able to file its
Annual Report on Form 10-KSB for the year ended December 31, 2005 by the
extended due date. The Registrant will use its best efforts to file the Forms
10-KSB and Forms 10-QSB as soon as its financial resources and staffing permit.
The Registrant, however, is unable to predict when it will be able to make these
filings and there can be no assurance that the filings will be made at all. In
fact, via letter dated March 29, 2006, Hausser + Taylor LLC informed the
Registrant and the SEC of their decision to resign as auditor.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
George E. Ponticas 410 266-5556
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
/ / Yes / X / No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
/ / Yes / X / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Sonex Research, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 2006 By: /s/ George E. Ponticas
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George E. Ponticas, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
__________________________________ATTENTION____________________________________
INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).