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): July 19, 2006
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 July 19, 2006, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
LITIGATION UPDATE
ANNAPOLIS, MARYLAND, July 19, 2006 - SONEX RESEARCH, INC. (OTC SONX) announced
that Global Equity Consultants, Inc. ("GECI"), which in September 2005 filed an
action for alleged non-delivery of stock pursuant to a consulting agreement, has
filed another lawsuit alleging violations of Maryland Corporation Law with
respect to interested director transactions. GECI has filed this action as a
stockholder derivative complaint challenging the grant by Sonex in early 2005 of
security interests in its patents to its officers and directors to secure
payment of compensation being deferred on an ongoing and future basis as well as
new loans and other financial obligations. GECI, whose president is James A.
Rose, II of Arnold, Maryland, claims that the transaction "is unfair and
unreasonable" to Sonex. Three local shareholders previously filed a lawsuit in
April 2005 challenging the grant of the security interests, but after
court-ordered mediation in July 2005, the matter was settled and voluntarily
dismissed by those plaintiffs in March 2006. Thus, GECI now has filed virtually
the same lawsuit that was previously voluntarily dismissed.
Earlier this year GECI attempted to amend its September 2005 lawsuit to add
these allegations as a Third Party Complaint specifically against Dr. Andrew A.
Pouring, Sonex Chairman of the Board, CEO and President, and George E. Ponticas,
CFO, Secretary and director. The Company responded on behalf of Dr. Pouring and
Mr. Ponticas by filing a Motion to Strike and/or Dismiss the Amended Complaint
and the Third Party Complaint because the stockholder derivative claim was
completely unrelated to the underlying case regarding the consulting agreement.
On July 6, 2006, the Court granted the Company's Motion to Strike and/or
Dismiss. Although the Company has yet to be served with the new lawsuit, GECI
has since filed a Stockholder Derivative Complaint in the Circuit Court for Anne
Arundel County, Maryland, against Dr. Pouring and Mr. Ponticas on its behalf and
on behalf of all other stockholders and Sonex, alleging that the two directors
unlawfully created a security interest in their favor on the assets of Sonex.
The Stockholder Derivative Complaint alleges that the security interest was
"procured by negligent and/or intentional concealment of material facts" and
seeks rescission of the transaction. The lawsuit also notes in support of the
allegations that other stockholders had brought a similar action, but it fails
to report that this action was voluntarily dismissed.
Dr. Pouring and Mr. Ponticas believe that the allegations in the Stockholder
Derivative Complaint are without merit and that the filing of the lawsuit does
not serve the best interests of Sonex stockholders as implied by GECI in the
Complaint.
GECI's Motion for Summary Judgment against the Company in the first case was
denied in April 2006, meaning that case may proceed to trial because there are
facts in dispute. While discovery is ongoing, the case must be concluded by
March 2007 under the Court's time standard deadline. Meanwhile, a securities
fraud action filed against Sonex in Federal court in Pennsylvania in February
2005 continues in litigation. The court has before it the Company's Motion to
Dismiss on which it will rule without a hearing. An overview of the litigation
activity during 2005 and 2006 is presented below.
Sonex management believes that the allegations in the ongoing actions are
without merit and the Company will prevail in court. Dr. Pouring stated "I don't
understand the motivation behind this latest lawsuit by Mr. Rose. Sonex has made
significant business progress since the granting of the security interests in
early 2005, particularly the announcement in June 2006 that the Company has
signed a Letter of Intent to enter into a licensing agreement for part of our
heavy fuel engine technology. In addition, despite its limited cash resources,
the Company to date has avoided filing for bankruptcy protection and has made
significant payments to outside creditors. These are clear indications that the
grant of the security interests, taken to keep the Company in operation, meets
the legal standard for interested director transactions that requires such
transactions to be fair and reasonable to a corporation. We are frustrated that
so much of our time, as well as scarce cash, is spent on defending groundless
litigation as opposed to focusing on the business and concluding transactions
such as the license contemplated by the recent letter of intent. We deny the
allegations in Mr. Rose's Stockholder Derivative Complaint and plan to timely
respond and defend ourselves accordingly. A further unfortunate complication of
the Stockholder Derivative Complaint is that it affects two non-affiliates of
Sonex who are parties to the security interests, consultant Mike Keller and
stockholder Sidney Gulick, and we regret that this lawsuit places their
financial security at risk."
February 2005 action alleging securities fraud (litigation ongoing)
In February 2005 a Complaint was filed in the U.S. District Court for the
Eastern District of Pennsylvania 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") seeking the return of $175,000 in
equity investments made in Sonex during 2004 plus unspecified compensatory and
punitive damages. The Complaint is an action for federal and state securities
fraud, common law fraud, and related claims by the Investors who believe they
were induced to purchase securities based on a series of alleged misstatements
and omissions, and is filed against Sonex, its former President, CEO and
director Roger D. Posey, former director Jim Z.I. Williams who was a former
business associate of Mr. Posey's, Dr. Andrew A. Pouring, Sonex Chairman of the
Board, CEO and President, and George E. Ponticas, Sonex CFO, Secretary and
director. The Plaintiffs claim, among other things, that the defendants withheld
information from them prior to their investments that has since rendered their
investments worthless.
Management believes that the allegations of the Complaint are without merit.
Many of the allegations relate to alleged statements and misrepresentations made
to the Investors in the presentation of the investment opportunity by Mr. Posey
and Mr. Rose, who introduced Mr. Posey to Sonex and was then engaged by the
Company in February 2004 to provide financial advisory and other consulting
services. Mr. Rose and/or GECI are mentioned numerous times in an Affidavit
filed by Mr. Majer and generally in the context of representations made by Mr.
Rose or Mr. Posey to the Investors.
In late March 2005 legal counsel for the Company filed on behalf of Sonex, Dr.
Pouring, and Mr. Ponticas, a Motion to Dismiss the Complaint for failure to
state a cognizable claim as a matter of law and for lack of jurisdiction over
the Company's current officers. Sonex management continues to believe that,
aside from failing to meet the legal requirements, the claims in the Complaint
are without merit, and that documents supplied to the Plaintiffs fully disclosed
the risks of an investment in Sonex. In late April 2005 the Court referred the
case to a magistrate judge for mediation, but the parties were unable to resolve
the case. In November 2005 the Plaintiffs filed their opposition to the
Company's Motion to Dismiss, and the Company followed with its own Reply in
Support of Motion to Dismiss.
A hearing scheduled for March 31, 2006 for oral arguments on the Company's
Motion to Dismiss was canceled by mutual request of the parties in the interest
of minimizing the expense of litigation; thus, the Court will rule on the Motion
without a hearing. No timetable for a decision by the Court has been provided.
The prevalence of Mr. Rose and his alleged role and tandem involvement with Mr.
Posey raised the issue of whether Mr. Rose is a necessary party to be joined as
a defendant. The Company believes that Dr. Pouring and Mr. Ponticas are
peripheral defendants to this case added more for settlement leverage than for
any alleged wrongdoing. In connection with its defense of a September 2005
lawsuit filed by GECI as described below, in January 2006 the Company filed an
Amended Counterclaim and Third Party Complaint requesting that judgment be
entered against Mr. Rose and GECI for indemnification in the amount of any
judgment entered against Sonex in the Majer case, although Sonex expressly
denies any and all liability to the Pennsylvania Plaintiffs.
April 2005 action alleging violations of Maryland corporation law (dismissed)
In April 2005 shareholders Robert T. Emmet of Annapolis, Maryland, Sidney L.
Gulick, 3d of Adelphi, Maryland, and Robert Martin, Jr. of Myersville, Maryland,
filed a Complaint in the Circuit Court for Anne Arundel County against Sonex,
Dr. Pouring and Mr. Ponticas alleging the fraudulent transfer of ownership of
the Company's patents to its officers. The Plaintiffs sought a $1 million
judgment in their favor for alleged violations of Maryland law regarding actions
by directors who have a financial interest in a particular transaction or
contract approved by the Board.
The Complaint concerned actions taken by management early in 2005 during a
period of extreme cash flow difficulties to insure that key personnel would
continue to provide services and loans in order for the Company to remain in
operation. The Company executed a First Loan and Security Agreement (the "FLSA")
effective as of January 2005 granting a priority security interest in its
patents to Dr. Pouring, Mr. Ponticas, and Michael I. Keller, the consultant who
serves as the Company's Director of Business Development and Technical Program
Manager, to secure payment of compensation being deferred on an ongoing and
future basis, new loans made to the Company, and personal financial guaranties
by Dr. Pouring of Company credit card obligations. The Company also executed a
Second Loan and Security Agreement (the "SLSA"), subordinated to the FLSA, in
favor of these individuals for financial obligations incurred prior to 2005. The
SLSA also applied to notes payable to Plaintiff Gulick.
In exchange for the grant of the security interests in the patents, Dr. Pouring,
Mr. Ponticas, and Mr. Keller agreed to stay, through March 31, 2005, any demand
for immediate payment of unpaid compensation earned beginning in January 2005.
Although that date passed, no demand for payment was made.
Sonex denied the allegations in the Complaint, asserting instead that these
shareholders misunderstood the facts concerning the actions taken by management
to keep Sonex in operation. A settlement of the case was reached through an
agreement to stay the case during court-ordered mediation in July 2005. The stay
was executed in October 2005. The Company, while continuing to deny the
allegations, settled the lawsuit in order to minimize the expense and disruption
to its business of continuing to litigate the case.
The Company continues to maintain title to its patents.
Under the settlement, the parties agreed to stay the case until March 31, 2006.
The Plaintiffs agreed to dismiss all monetary claims without prejudice (meaning
they had the right to refile monetary claims within the applicable statute of
limitations). In exchange, Dr. Pouring, Mr. Ponticas, and Mr. Keller agreed to
stay any demand for immediate payment of unpaid current compensation through
March 31, 2006 if they continued in the service of the Company or if no event of
default under the FLSA or SLSA occurs. The Company also agreed to invite the
Plaintiffs to participate in discussions and offer assistance and suggestions
regarding the appointment of independent directors to the Board of Directors of
Sonex. In addition, Mr. Gulick agreed to extend the due dates of notes payable
to him by the Company through March 31, 2006. The principal amounts of such
notes totaled $106,000, but the Company subsequently made a principal payment of
$6,000 in December 2005. Unpaid interest at December 31, 2005 was paid in
January 2006.
The Plaintiffs had 30 days from March 31, 2006 to petition the court to reopen
the case; otherwise, the case would be dismissed with prejudice, meaning that
the Plaintiffs would be barred from making such claims in the future. In early
March 2006, the Plaintiffs agreed to an early dismissal of the case. The
Stipulation of Voluntary Dismissal with Prejudice executed by the Plaintiffs was
filed with the court on March 24, 2006. The Company subsequently made a
principal payment of $5,000 to Mr. Gulick on March 31, 2006 and reached
agreement shortly with him on a further extension of the due date of the
remaining $95,000 notes payable to him to December 31, 2006. On June 30, 2006,
the Company made another principal payment of $5,000 to Mr. Gulick and paid all
accrued interest on the notes. Total note principal payments to Mr. Gulick since
January 2005 have aggregated $16,000.
Dr. Pouring, Mr. Ponticas and Mr. Keller continue to defer all of their current
compensation; however, subsequent to the January 2005 inception of the loan and
security agreements, the Company has been able to make payments on obligations
covered by the SLSA of approximately $160,000 to these individuals for
compensation due from years prior to 2005, payments on loans from Mr. Keller in
the principal amount of $20,000, and payments to reduce equipment lease
obligations by $20,300. The Company also has repaid loans made to the Company in
March 2005 by Dr. Pouring and Mr. Ponticas totaling $10,000 which were covered
by the FLSA.
As of June 30, 2006, financial obligations aggregating $1,164,200 are secured by
the Company's patents. The FLSA applies to total financial obligations of
$610,223, consisting of unpaid compensation of $501,984, loans, excluding
accrued interest, from Mr. Keller of $67,000, and Company credit card
obligations under personal financial guaranties by Dr. Pouring of $41,239. The
SLSA applies to total financial obligations of $553,977, consisting of unpaid
compensation of $452,275, loans, excluding accrued interest, of $90,000 from Mr.
Gulick and $5,000 from Mr. Keller, and Company equipment lease obligations under
personal financial guaranties by Dr. Pouring of $6,702. Mr. Keller has also
agreed to extend the due date of the remaining $72,000 in notes payable to him
to December 31, 2006.
As described below, GECI, beginning with an attempt in March 2006 to amend its
September 2005 lawsuit and subsequently via a Stockholder Derivative Complaint
filed in July 2006, has alleged the same violations of Maryland Corporation Law
regarding the FLSA and SLSA against Dr. Pouring and Mr. Ponticas as originally
filed in the Complaint, subsequently voluntarily dismissed, by former Plaintiffs
Emmet, Gulick and Martin.
September 2005 action for alleged non-delivery of stock (litigation ongoing)
In September 2005 GECI filed a Complaint in the Circuit Court in Anne Arundel
County, Maryland, demanding delivery of 1 million shares of Sonex common stock
without restrictions or, in the alternative, $1 million in damages, pursuant to
an April 30, 2004 Consulting Agreement with Sonex executed by Mr. Rose. Prior to
filing its response to the Complaint, Sonex filed a current report with the SEC
stating that GECI was compensated with delivery of 1 million shares of
unrestricted Sonex common stock, and indicating there was a dispute over whether
GECI was entitled to any additional compensation. Shortly thereafter, GECI filed
a First Amended Complaint for specific performance and breach of contract, now
seeking 750,000 shares of Sonex restricted common stock as opposed to 1 million
shares of Sonex common stock without restrictions or, in the alternative, $1
million in damages. At the same time, GECI filed a Motion for Summary Judgment.
In August 2003 Sonex was introduced to Mr. Rose by Mr. Emmet as a consultant who
was in the investor relations business and represented that he had experience
with similar companies raising capital and increasing distribution of their
stock. In January 2004 Mr. Rose introduced Sonex to Mr. Posey and recommended
Mr. Posey be hired as President of Sonex. On February 23, 2004, Sonex hired Mr.
Posey as President. Sonex contends that it reached verbal agreement with Mr.
Rose and GECI on a consulting relationship on February 23, 2004 to provide
business development, product planning, corporate structure, financial advisory,
and other services for one year through February 22, 2005. This verbal agreement
was confirmed by the minutes of the Sonex Board of Director's meeting dated
February 24, 2004. GECI then received 1 million shares of free-trading Sonex
common stock via transfer from four Sonex shareholders, including Mr. Emmet.
After the verbal agreement was reached on February 23, 2004, and after multiple
requests from Sonex, in March 2004 Mr. Rose delivered a written, unsigned
consulting agreement to Sonex confirming the terms of the verbal agreement
reached on February 23, 2004, including the type of services and total
compensation of 1 million shares of free-trading Sonex common stock. Mr. Rose
did not sign this agreement.
On or about April 8, 2004, Mr. Rose asked Mr. Posey to renegotiate the terms of
his compensation with Sonex. Mr. Williams was appointed to the Board of
Directors on April 15, 2004. On April 30, 2004, GECI and Sonex executed a new
consulting agreement, with an effective date of February 23, 2004 and
terminating on February 22, 2005, providing for the original 1 million shares of
free-trading Sonex common stock plus an additional 750,000 shares of Sonex
restricted common stock and warrants to purchase an additional 750,000 shares of
Sonex common stock. No additional services from those specified in the original
February 23, 2004 agreement were to be provided by Mr. Rose in consideration for
the additional stock and warrants. The three Directors that voted on April 30,
2004 on approval of the renegotiated Consulting Agreement were Mr. Williams, Mr.
Posey, and Dr. Pouring.
In October 2004 Mr. Majer, the lead plaintiff in the Pennsylvania lawsuit,
requested a meeting with Mr. Rose and Mr. Ponticas. At this meeting, Mr. Rose
informed Mr. Ponticas for the first time that GECI had transferred to Mr.
Williams in March 2004 and April 2004 a total of 300,000 of the free-trading
shares of Sonex common stock received by GECI in connection with the February
23, 2004 Consulting Agreement, with 200,000 of the shares being transferred on
April 16, 2004, the day after Mr. Williams was named a director of the Company.
Based on this information, in October 2005 Sonex filed an Answer denying the
allegations in GECI's First Amended Complaint and a Memorandum in Opposition to
GECI's Motion for Summary Judgment. The Company asserted that the Motion for
Summary Judgment should be denied for two central reasons. First, the April 30,
2004 Consulting Agreement was procured by negligent and/or intentional
concealment by Mr. Rose of the fact that GECI had transferred 300,000 shares of
Sonex stock to Mr. Williams, one of three members of the Board of Directors who
was to vote to approve the April 30, 2004 Consulting Agreement, which was a
renegotiation of the original February 23, 2004 agreement. Had Dr. Pouring known
of the transfer of stock to Mr. Williams by GECI, he would never have voted to
approve the additional compensation. Second, GECI failed to properly perform all
the general business consulting services set forth in the consulting agreement,
including but not limited to introducing Sonex to new sources of financing and
capital. Sonex asserted that there are material facts in dispute, and GECI is
not entitled to summary judgment as a matter of law.
In November 2005 Sonex filed a Counterclaim for Declaratory Judgment, requesting
the Court enter judgment against GECI and declare the Consulting Agreement void,
and enter judgment against GECI in the amount of $100,000. GECI filed an Answer
to Counterclaim in which it denied the Company's allegations and sought
dismissal of the Counterclaim.
The Plaintiffs in the Pennsylvania lawsuit above allege that Mr. Rose, as a
hired consultant and agent of Sonex, played an active role in the acts or
omissions alleged in each count. The Company contends that if the Pennsylvania
Plaintiffs prevail on any of the claims set forth in their lawsuit, Mr. Rose and
GECI are liable in whole or in part for those claims. Accordingly, in January
2006 the Company filed an Amended Counterclaim and Third Party Complaint
requesting that judgment be entered against Mr. Rose and GECI for
indemnification in the amount of any judgment entered against Sonex in the
Pennsylvania lawsuit, although Sonex expressly denies any and all liability to
the Pennsylvania Plaintiffs. In February 2006 GECI responded by filing an Answer
denying liability. In early March 2006 Mr. Rose filed an Answer also denying
liability.
On or about March 10, 2006, GECI filed an Amended Complaint and Third Party
Complaint alleging in Count III that the actions of Sonex, Dr. Pouring and Mr.
Ponticas in executing the FLSA and the SLSA granting security interests in the
Company's patents violate Maryland law regarding actions by directors who have a
financial interest in a particular transaction or contract approved by the
Board. GECI contended the execution of the FLSA and the SLSA represented an
"interested director transaction", was "procured by negligent and/or intentional
concealment of material facts", was "unfair and unreasonable to the corporation
and should be vacated".
As noted previously, on March 24, 2006, Sonex filed with the court the
Stipulation of Voluntary Dismissal with Prejudice executed by Plaintiffs Emmet,
Gulick and Martin in regard to that action which also challenged the execution
of the security interests. On March 27, 2006, Sonex filed a Motion to Strike
and/or Dismiss Count III of the Amended Complaint and Third Party Complaint.
Management believes that the execution of the loan and security agreements was
fair and reasonable to the Company and has permitted Sonex to continue in
operation since that time.
On April 11, 2006, GECI's Motion for Summary Judgment against the Company was
denied, meaning that case may proceed to trial because there are facts in
dispute. While discovery is ongoing, the case must be concluded by March 2007
under the Court's time standard deadline.
On July 6, 2006, the Company's Motion to Strike and/or Dismiss Count III of the
Amended Complaint and Third Party Complaint was granted.
July 2006 action alleging violations of Maryland corporation law (ongoing)
Shortly after the Company's Motion to Strike and/or Dismiss Count III of the
Amended Complaint and Third Party Complaint was granted on July 6, 2006, GECI
filed a Stockholder Derivative Complaint in the Circuit Court for Anne Arundel
County, Maryland, against Dr. Pouring and Mr. Ponticas on its behalf and on
behalf of all other stockholders and Sonex, alleging that the two directors
unlawfully created a security interest in their favor on the assets of Sonex.
The Stockholder Derivative Complaint alleges that the security interest was
"procured by negligent and/or intentional concealment of material facts" and
seeks rescission of the transaction. The lawsuit also notes in support of the
allegations that other stockholders (Emmet, Gulick and Martin) had brought a
similar action, but it fails to report that this action was voluntarily
dismissed.
Dr. Pouring and Mr. Ponticas believe that the allegations in the Stockholder
Derivative Complaint are without merit and that the filing of the lawsuit does
not serve the best interests of Sonex stockholders as implied by GECI in the
Complaint. Management believes that the grant of the security interests meets
the legal standard for interested director transactions that requires such
transactions to be fair and reasonable to a corporation, and have benefited the
Company.
Contact: George E. Ponticas, CFO, Sonex Research, Inc., tel: 410-266-5556,
email: george.ponticas@sonex-na.com, website: www.sonexresearch.com.
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.
RISK FACTORS
Additional information regarding the risks faced by Sonex is provided in the
Company's periodic filings with the Securities and Exchange Commission (SEC)
under the heading "Risk Factors". Such filings are available upon request from
the Company or online in the SEC's EDGAR database at www.sec.gov. The Company,
however, is delinquent in its filings with the SEC. It has not filed its Annual
Reports on Form 10-KSB for the years ended December 31, 2004 and 2005 because it
lacks the financial resources to engage its independent accountants to conduct
audits of the December 31, 2004 and 2005 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 2005 and 2006. The Company 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 addition, there can be no assurance that a public market for the
Company's Common Stock will continue to exist.
###
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.
July 19, 2006
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary