UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549


                                FORM 10-KSB


                ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 2002.
                      Commission file number 0-14465.


                           SONEX RESEARCH, INC.

                     Incorporated in State of Maryland
               23 Hudson Street, Annapolis, Maryland  21401
                     Telephone Number:  (410) 266-5556
               I.R.S. Employer Identification No. 52-1188993


Securities registered pursuant to Section 12(b) of the Act:

              Title of                     Name of each exchange on
             each class                        which registered

                None                                 None


Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, $.01 par value


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. YES NO

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Revenues for the year ended December 31, 2002 were $471,912.

The number of shares  outstanding of the Issuer's $.01 par value Common Stock as
of March 31, 2003 was  21,592,669.  The  aggregate  market value of voting stock
held by non-affiliates of the Registrant was $3,318,824 as of March 31, 2003.

Documents Incorporated by Reference:  None.




                                PART I


ITEM 1.  DESCRIPTION OF BUSINESS


                   CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Sections of this document,  as well as all publicly  disseminated material about
Sonex Research, Inc. ("Sonex" or the "Company"), contain expressions of beliefs,
expectations, or intentions, in the form of "forward-looking" statements as that
term is defined under  applicable  federal  securities laws. 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.
Words  such  as  "expects",  "anticipates",  "plans",  "believes",  "estimates",
variations of such words, and similar  expressions are intended to identify such
statements  that  include,  but are not limited  to,  projections  of  revenues,
earnings,  cash flows and contract awards. Such  forward-looking  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.

Forward-looking  statements  contained  herein speak only as of the date of this
report.  The Company  disclaims any  obligation to update these  statements  and
cautions readers not to place undue reliance on such statements.


                          COMPANY OVERVIEW

Sonex,  incorporated  in  Maryland  in  1980,  is an  engineering  research  and
development  firm that is  seeking to  commercialize  its  patented  proprietary
technology  (the  "Sonex  Combustion  System",  "SCS"  or  "Ultra  Clean  BurnTM
technology")  for  in-cylinder  control of ignition and combustion in engines of
various types.  The Company was  co-founded in 1980 by Dr. Andrew A. Pouring,  a
former  Professor of Aerospace  Engineering  and Chairman of the  Department  of
Aerospace Engineering at the U.S. Naval Academy. At Sonex, Dr. Pouring conducted
basic  research  into the  principle  of  in-cylinder  control of  ignition  and
combustion,  concentrating  on the piston.  By the late 1980's and early 1990's,
the  development  of the SCS had moved in the  direction  of  chemical/turbulent
enhancement of combustion  through  investigation of the effects of changing the
chemical  characteristics  and  fuel  disbursement  characteristics  within  the
combustion chamber.

The Company seeks to commercialize  its SCS technologies for a variety of engine
applications  for  commercial  and military  use. To date,  Sonex has engaged in
development and demonstration programs with the engine industry and has received
funding  from  the  federal  government  for  further  development  of  the  SCS
technologies.  The Company's  primary  objective is to execute broad  agreements
with engine and parts manufacturers for industrial  production of SCS components
under license from Sonex.

The SCS  technology  for  in-cylinder  control of  ignition  and  combustion  is
designed to

     |X| reduce emissions of diesel engines
     |X| increase fuel mileage of a new generation of gasoline engines
     |X| permit gasoline engines to run on safer, kerosene-based "heavy" fuels

The SCS improves the combustion of fuels in engines through design  modification
of the pistons in  four-stroke,  direct  injected (DI),  engines or the cylinder
heads  in  two-stroke,   spark-ignited   (SI),   gasoline   engines  to  achieve
chemical/turbulent  enhancement of combustion. The SCS process for both two- and
four-stroke  engines  achieves  in-cylinder  control of ignition and  combustion
through the chemical/turbulent  enhancement of combustion via combustion chamber
modifications  that change the chemical  characteristics  and fuel  disbursement
characteristics within the combustion chamber.

SCS  reductions  of soot in DI diesel truck  engines  have been  confirmed by an
independent  international  engine  consulting firm.  Evidence to date indicates
that the SCS is a significant new engine design  variable,  and that the synergy
of the SCS in combination with exhaust gas  recirculation  (EGR) can help reduce
exhaust  aftertreatment  requirements to meet future regulatory  standards.  The
Company believes that SCS diesel engine designs should provide reductions in the
cost and complexity of future exhaust aftertreatment systems.

Sonex also is seeking to show the  technical  feasibility  of achieving  reduced
fuel consumption while lowering emissions in a new class of DI gasoline engines,
yet overcoming the safety concern that vehicles would need to be reduced in size
and weight to improve  fuel  mileage.  A new branch of the SCS  focusing  on the
control of ignition may, with further  development,  enable DI gasoline  engined
automobiles,  currently  manufactured  and sold only in markets outside the U.S.
due to emissions considerations, to become emissions compliant in the U.S. while
providing  fuel  consumption  benefits.  In  addition,  the  evolution of hybrid
gasoline  and  electric  powered  vehicles  could be  accelerated  since a major
improvement in engine fuel mileage would provide  opportunities  for tradeoff of
vehicle weight versus power.

An SCS process for the  conversion  of reliable,  lightweight,  SI,  two-stroke,
gasoline engines to start and operate on  kerosene-based  "heavy" fuels has been
applied  successfully  in a variety  of  applications  such as  small,  remotely
controlled  military unmanned aerial vehicles (UAVs).  The military now requires
such  engines  to  operate  on less  volatile  heavy  fuels to reduce the hazard
associated  with  gasoline,  making heavy fuel engines  (HFEs) more suitable for
applications   where  gasoline  storage  and  use  are  undesirable.   Potential
applications of the SCS heavy fuel conversion process can be expanded to a range
of military  and  commercial  uses.  Sonex is also  developing a process for the
heavy fuel conversion of SI four-stroke gasoline engines, and has recently begun
investigating  the synergy of SCS technology with rotary  engines.  In addition,
Sonex is examining the potential, through cooperation with one or more companies
which have complementary technologies and production capabilities, of becoming a
supplier of small HFEs to military and commercial markets.

Present  Sonex  technology  development  is being  supported by U.S.  Government
funding, and the Company is also seeking committed business partners for further
technical  development  and  marketing  of the various SCS engine  applications.
Sonex believes that having one or more such partners experienced in dealing with
the  engine  and  automotive   industries  on   state-of-the-art   technological
developments  may  accelerate  commercial  acceptance  of  the  SCS  technology.
Development  efforts taking place currently under government  contracts to Sonex
could  facilitate  participation  by the engine and  automotive  industries  and
thereby  accelerate  commercialization  potential of the patented SCS technology
for in-cylinder control of ignition and combustion.

In January 2003 the Company  engaged the Annapolis,  Maryland  consulting  group
Paradigm Technologies, LLC ("Paradigm") to assess the Company's technologies and
business  model and suggest  approaches  for strategic  alliances and additional
market introductions for both commercial and military  applications.  Presently,
Company management and Paradigm are pursuing a number of initiatives. One of the
first  goals is to secure  cooperation  with one or more  companies  which  have
technologies complementary to the Sonex processes.  Additionally,  Paradigm will
also seek additional  funding for Sonex to conduct  technology  development work
necessary for addressing commercialization issues.

As  of  March  31,  2003,  the  Company  has  seven   full-time   employees  and
one part-time  employee,  and engages the part-time services of a consultant who
serves as its  director  of  business  development  and  manager  of  government
programs.  The Company also engages the services of several other  technical and
business  consultants as needed.  The Company has never  experienced a strike or
work stoppage, and believes its relations with its employees are good.


                            RISK FACTORS

In order to obtain the benefits of the "safe harbor" provisions under applicable
federal  securities  laws  for  any  "forward-looking"  statements  of the  type
described  previously  under  the  heading  "Caution  Regarding  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.

Factors  that could  cause  actual  results  to differ  materially  include  the
specific risks listed below. These risks and uncertainties are not the only ones
faced by the Company or that may adversely  affect its  business.  If any of the
following  risks  or  uncertainties  actually  occur,  the  Company's  business,
financial  condition  or results of  operations  could be  materially  adversely
affected.

  |X| ability  to  generate  cash flow from  revenue  or to secure  financing
      necessary  to fund future  operations
  |X| ability to  complete  technology development and demonstration programs,
      demonstrate commercial viability of SCS technology and execute licensing
      agreements that produce significant  revenue
  |X| ability to maintain and protect the Company's patents  and  proprietary
      information
  |X| ability to attract and retain skilled  personnel
  |X| ability to secure a long-term lease for the Company's existing facility
      or to secure an alternative location
  |X| changes in general economic conditions
  |X| competition from companies which have  substantially  greater financial,
      technical and marketing resources than does the Company

Furthermore,  since its inception in 1980, the Company has generated  cumulative
net  losses  in excess  of $22  million,  and may  continue  to incur  quarterly
operating losses for the foreseeable  future.  Operating results have fluctuated
significantly  in the past on an annual and quarterly basis, and are expected to
continue to fluctuate  significantly from quarter to quarter for the foreseeable
future. The business historically has not generated sufficient cash flow to fund
operations  without  resorting to external sources of capital.  The Company does
not have any bank  financing  arrangements.  Operating  funds  have been  raised
primarily  through  the sale of equity  securities  in both  public and  private
offerings, with revenues also providing limited operating cash.

The  Company  historically  has  derived  the  majority  of  its  revenues  from
engineering and development funding provided by established companies willing to
assist the Company in the  development of its SCS technology and, more recently,
from government  sources. In 2002,  however,  revenues increased  substantially,
providing  cash to fund the  majority  of the  Company's  operating  expenditure
requirements for the year. In 2003 revenues from  development and  demonstration
contracts are again  expected,  although  there can be no assurance,  to provide
most of the cash necessary to fund operations.

In the event that funding from  internal and external  sources is  insufficient,
the Company would have to cut back  significantly  its level of spending,  which
could  substantially  curtail the Company's  operations.  These reductions could
have an adverse effect on the Company's  relations with its potential  customers
and government funding sponsors.

The Company's success also depends in significant part on the continued services
of its key technical  and senior  management  personnel.  Losing one or more key
employees,  including for reasons of poor health,  disability,  or death,  could
have a material adverse effect on the Company's business, results of operations,
and  financial  condition.  Due to the expense  involved,  the Company  does not
maintain life  insurance  policies for any of its  employees.  Additionally,  in
order  to avoid  long-term  financial  commitments,  the  Company  does not have
employment agreements with any of its personnel.

Further,  the market  price of the  Company's  Common  Stock  could be  affected
adversely by the substantial  number of shares that are reserved for, and may be
issued in, the future.  As of March 31, 2003,  there were  21,592,669  shares of
Common  Stock  issued and  outstanding,  with an  additional  11,516,832  shares
reserved  for future  issuance  upon the  conversion  of  preferred  stock,  the
exercise of options and warrants, and the conversion of notes payable.


                        PRIMARY SCS DESIGN MODIFICATIONS

The SCS technology for four-stroke DI engines improves the process of combustion
through a  combination  of  chemical  and fluid  dynamic  effects  that occur by
modifying the engine's  combustion  chamber and the processes  occurring  within
that  chamber.  The SCS  processes  for DI engines  change only a single  engine
component (the piston) while introducing no additional parts and are self-driven
by the combustion  process.  Patented SCS piston designs for four-stroke engines
integrate  cavities  called  micro-chambers  (MCs)  which form a ring around the
piston bowl,  with each MC  positioned  with respect to each spray from the fuel
injector of a DI engine.  The MCs are  designed  to function  either as chemical
reactors  or  reservoirs,  depending  on the  specific  design  needs,  and  are
connected to the piston bowl by vents. For soot reduction,  the reservoirs/vents
are placed to increase  turbulence,  while for enhanced ignition the MCs produce
highly active  chemical  species from a fraction of the fuel-air charge that are
expelled on the intake  stroke of low  compression  ratio DI engines to fumigate
incoming air and serve as an ignition source.

The SCS process for the  conversion of  lightweight,  SI,  two-stroke,  gasoline
engines introduces  patented features which enable the combustion of heavy fuels
through  design  modification  of the  cylinder  heads to  achieve a  chemically
enhanced  combustion  process  while  still  relying  on the  spark to  initiate
combustion.  Sonex uses a machined  cylinder head and combustion  chamber insert
housing the proprietary SCS technology, and a glow plug-based fuel vaporizer for
cold  starting.  For engines  that have the  cylinder  head and  cylinder in one
single  casting,  the stock cylinder head is removed and the remaining  cylinder
casting is decked and  machined for  cylinder  head  screws.  The SCS heavy fuel
conversion  maintains the gasoline  engine's stock carburetion or fuel injection
system, intake and exhaust systems, spark ignition system, compression ratio and
weight. The SCS starting system uses  commercial-off-the-shelf 12V glow plugs to
directly  vaporize  the heavy fuel for cold  starting.  Once the engine has been
started, the starting system is disabled.



                     SCS FOR DI DIESEL ENGINES

The SCS "Low Soot Diesel Design" (LSDD),  based on the Sonex U.S. patents issued
in January 1999 and January  2001,  is a recent  invention in the series for the
SCS for  "classical"  DI  diesel  engines  and  involves  re-arrangement  of SCS
features to exploit new fundamental  understandings  of fluid dynamics.  The SCS
LSDD has shown significant reductions in soot and oxides of nitrogen (NOx) while
maintaining  fuel  consumption  and power.  The key feature of the SCS DI diesel
technology  is the  presence of improved  MCs in the piston which to some extent
produce and conserve  intermediate  chemical species from a small portion of the
incoming  fuel.  The  expulsion  of these  materials at high  velocity  enhances
turbulence  mixing,  achieving  better than a 50% soot  reduction  and a 10% NOx
reduction in the Sonex single cylinder, DI, normally aspirated laboratory engine
with no change in injection  timing.  Sonex has also  demonstrated  that the SCS
LSDD can be transferred to a modern turbocharged, intercooled DI diesel engine,
as described below.

Application  of the  LSDD for  achieving  reduced  diesel  emissions  is  highly
leveraged  when used with exhaust gas  recirculation  (EGR),  allowing  enhanced
ignition  with low soot  production  in the presence of large amounts of EGR. In
the Sonex  single  cylinder  research  engine,  as well as in a  multi-cylinder,
normally  aspirated  diesel  engine in the facility of a foreign  diesel  engine
manufacturer,  the synergy of SCS and EGR (at levels up to 45%) produced greater
NOx reduction  than the same engine without EGR over a range of loads and speeds
while maintaining the same soot level. Typically,  without the SCS, a high level
of NOx-reducing EGR produces at least a three-fold increase in soot.

Sonex has  participated in demonstration  and development  programs with some of
the largest multi-national diesel truck engine manufacturers.  The demonstration
process has gone from proof of concept using  screw-assembled  prototype pistons
fabricated  in-house  by Sonex  and  tested  by an  engine  manufacturer  in its
laboratories,  to working with piston  suppliers for the fabrication of finished
pre-production  pistons that would be used in field trials,  durability testing,
manufacturing  optimization,  and other tests required  before the start of full
series production.

Late in 2001  one of the  world's  leading  engine  engineering  and  powertrain
consulting  firms,  Ricardo  Consulting  Engineers Ltd of the U.K.,  completed a
study in which  they  reported  that a six  cylinder  DI diesel  engine  used in
medium-duty  trucks,  operating  with the SCS LSDD piston at the best  injection
timings, emitted up to 45% less soot than the stock engine, with equivalent fuel
consumption.  Ricardo  presented these findings,  as well as additional  results
from their  subsequent  Computational  Fluid  Dynamics  study of the  combustion
process,  in a technical  paper to the SAE May 2002 Fuels and Lubes  Conference.
Sonex  is  seeking   industrial   partners  to  pursue   joint   marketing   and
commercialization programs for the SCS LSDD technology.

Ricardo is introducing the SCS "Low Soot" design results to engine manufacturers
and piston suppliers.  The Ricardo program was conducted with the cooperation of
a major foreign diesel truck engine manufacturer; however, this manufacturer has
not proceeded with further development with Sonex.

Pre-production SCS pistons for the tests were fabricated by Federal-Mogul Corp.,
a major  international  supplier  of engine  components.  In 1998  Federal-Mogul
acquired  the former  T&N Piston  Products  Group of the U.K.  T&N had  invested
significant funds internally in developing  innovative and economical techniques
of manufacturing  Sonex pistons for series production.  Federal-Mogul,  however,
filed for  bankruptcy  protection  in the fall of 2001 to  protect  its  ongoing
component supply business from asbestos liabilities left from the acquisition of
T&N.  Late in 2001  Federal-Mogul  informed  the Company that it is focusing its
limited  resources  on core  businesses  and will no longer  participate  in SCS
research.

The  pre-production  SCS pistons  for the Ricardo  test  program  fabricated  by
Federal-Mogul,  as well as those for an earlier SCS design fabricated by another
piston  manufacturer,  required  special  metals  processing  methods.  For that
reason,  SCS piston  production  under these  methods  might have  resulted in a
higher than  expected  cost  premium for SCS  pistons.  As a result,  Sonex,  in
conjunction  with a  consultant  who is a former  design  engineer  with a major
piston manufacturer,  have developed a much simpler SCS piston production method
which can be used with existing series production machinery.

The Company has come to realize that it lacks the  resources  to address  issues
such as piston manufacturing  processes,  durability testing, and cost analysis.
The Company is now  seeking  commercial  partners,  such as  independent  engine
testing firms or major component  suppliers,  to achieve a maturation of the SCS
relative  to  the  expectations  of  engine  manufacturers.   In  the  meantime,
development of the LSDD is being  continued in 2003 under a program being funded
from a subcontract awarded to Sonex under a U.S. Department of Energy program as
described  in the  following  section  under the heading  "SCS and NEA  Membrane
Technology".


                     SCS FOR LOW COMPRESSION RATIO DI ENGINES

SCS Stratified Charge Radical Ignition (SCRI)

Sonex is  developing a new,  enhanced  SCS process with a design  similar to the
LSDD,  focusing on the control of ignition for low compression ratio four-stroke
DI engines.  The combustion  chamber  modifications for this process make use of
certain  chemically active products of combustion known as "free radicals" that,
in conventional internal combustion engines, are not carried from one combustion
cycle to the next. With this SCS process, radical (chemical) species that enable
ignition are created by  interaction  of the injected fuel spray with  specially
designed MCs in the piston side wall. In its early stages of development,  Sonex
termed this process Stratified Charge, Radical Ignition (SCRI), as free radicals
are isolated in MCs to be carried from one combustion  cycle to the next to take
advantage of the combustion enhancing  properties of the free radicals,  thereby
enabling ignition of all types of fuels and allowing more complete combustion of
the fuel.

SCRI is an unthrottled,  low compression ratio, sparkless,  compression ignition
process at gasoline  compression  ratios. The SCRI relies on direct injection of
fuel into the  cylinder  (rather  than in the  intake  manifold)  as well as the
production of radicals for ignition.  SCS microchambers for SCRI place a special
design emphasis on chemical  aspects,  allowing  controlled auto ignition of any
fuel at low compression  ratios.  The SCS SCRI process for  four-stroke  engines
achieves  compression  ignition-combustion  of  the  fuel  without  raising  the
compression  ratio to the levels found in diesel  engines.  The net result is an
engine that is fully  controllable  at all loads and speeds without  limitation,
has  extremely  low  emissions  and the fuel  economy  of a diesel  engine.  The
inherent  light weight of the gasoline  engine is preserved and peak  combustion
pressures are limited to those of gasoline operation.

The SCRI  process  for low  compression  ratio DI  engines  was  developed  in a
single-cylinder  research  engine  in the fully  equipped  Sonex  laboratory  in
Annapolis.  The SCRI  combustion  process for control of ignition and combustion
was researched initially on diesel-type fuel, and its ability to reduce NOx, the
hardest  emissions  for diesel engine makers to control,  was  confirmed.  Sonex
demonstrated  this ignition  control in a laboratory,  single cylinder engine in
meeting a U.S. Department of Defense (DoD) objective to convert gasoline engines
to diesel-type  heavy fuels,  while  retaining the  performance  and lightweight
advantages of a gasoline  engine.  The  laboratory  engine was adapted to run on
diesel-type  heavy  fuel  based on the SCS  piston  embodiments,  DI,  sparkless
ignition and low compression  ratio  controlled  combustion over a wide range of
speed and load.  The SCRI process  reduced  soot/particulates  and NOx emissions
substantially  while  maintaining  fuel  consumption  when compared to the stock
configuration of the diesel engine.

During 2001 a major international truck engine manufacturer  conducted the first
phase of a feasibility study of SCRI combustion technology aimed at transferring
the SCRI results achieved on the Sonex laboratory engine to a modern,  advanced,
four  cylinder,  medium-duty  truck diesel engine that employs all of the latest
diesel engine  technology  such as a high  pressure,  electronically  controlled
injection  system,  and  turbo-charging.  This program ended due to  operational
difficulties  and reductions in R&D funding  without  attaining the  performance
achieved by Sonex in the single-cylinder  engine. The manufacturer did find that
the SCRI process resulted in certain positive effects on combustion; however, it
concluded  that the concept was not close enough to production and would require
major  funding  for  further  research.  The study also  identified  some of the
problems  to be solved in  transferring  the SCRI  results  to a  multi-cylinder
engine.

The Company has come to realize that it lacks the  resources  to address  issues
such as piston manufacturing  processes,  durability testing, and cost analysis.
The Company is now  seeking  commercial  partners,  such as  independent  engine
testing firms or major component  suppliers,  to achieve a maturation of the SCS
relative  to  the  expectations  of  engine  manufacturers.   In  the  meantime,
development  of the SCRI for DI  engines  is being  continued  in 2003 under two
government  funded  programs as described  below under the headings "SCS and NEA
Membrane Technology" and "SCRI for Heavy Fuel Engines".


SCRI and HCCI Gasoline Combustion

Sonex  believes that SCRI will enable  practical  application  of an alternative
combustion process known as homogeneous charge compression  ignition (HCCI) that
is being examined by the worldwide automotive industry. HCCI has been studied by
many researchers for years because, in theory, it can lower emissions while also
achieving  reduced fuel  consumption.  The lack of a method for  controlling the
ignition point,  however,  has prevented practical  implementation of HCCI. With
its SCRI  process,  Sonex  believes it has attained the control of ignition that
will make HCCI  viable for  military  and  commercial  application.  A new Sonex
technical paper supporting the theoretical  aspects of SCRI will be presented by
Sonex  consultant  David A. Blank,  Ph.D.  in May 2003 at a joint U.S. and Japan
Society of Automotive Engineers Fuels and Lubricants meeting in Yokohama, Japan.

On the basis of the extensive SCRI single cylinder laboratory engine work it has
performed  with  alcohol  fuels,  Sonex  believes it has attained the control of
ignition  that  will  make  HCCI  viable  for  commercial  application  in a new
generation  of  gasoline  engines.  With the SCRI  combustion  process,  radical
(chemical) species that enable  compression  ignition are created by interaction
of the injected fuel spray with specially  designed  microchambers in the piston
side wall. The net result is an engine that is fully  controllable  at all loads
and speeds without  limitation,  has extremely low NOx  emissions,  and the fuel
economy of a diesel engine.

SCRI  combines  the best  aspects  of HCCI  without  its  inherent  limitations.
Combustion pressure is kept low so lightweight  gasoline engine construction can
be used. The spark plug is eliminated so diesel-like  radical  ignition is used;
its timing is fully controllable by the use of diesel-type direct injection into
the cylinder.

Spark   ignited  (SI),   direct   injected   gasoline   (GDI)  engines  used  in
five-passenger  automobiles manufactured and sold in Japan and Europe achieve 50
mpg  (highway) but cannot be sold in the U.S. due to high NOx  emissions,  which
require low sulfur gasoline to assure NOx  decomposition in an exhaust treatment
system that would be poisoned  with high sulfur  gasoline  sold in the U.S.  Low
sulfur gasoline will begin introduction in the U.S. in 2006. GDI engines operate
on high air-fuel ratios.  Direct injection uses unrestricted air flow and a fuel
injector in each cylinder of the engine to provide precisely timed, metered fuel
delivery  to  the  combustion   chamber  to  overcome  the  air  and  fuel  flow
inefficiencies of present gasoline engines.  Significantly,  all the GDI engines
reported  to date  are  complex,  use a  spark  plug  to  initiate  conventional
(non-homogeneous)  combustion,  require  premium  fuel,  and  do not  meet  U.S.
emissions standards for NOx regardless of the catalytic converter technology.

All automobile manufacturers are familiar with the potential benefits of the GDI
engine in performance, fuel consumption and cost-to-manufacture,  as well as the
challenging exhaust problem with NOx emissions.  Engine researchers know the key
to solving the GDI NOx problem is to replace SI, lean  combustion  with HCCI and
controlled,  high rate heat release combustion. The vexing challenge has been to
achieve a combustion  control mechanism that works effectively over the range of
engine operation expected of an automotive application.


Sonex believes that with further development using gasoline, SCS SCRI (sparkless
ignition) will enable practical  application of HCCI in GDI engined  automobiles
and improve on the current fuel economy  advantages and overcome the NOx problem
to  permit  the  sale of such  vehicles  in the U.S.  With its SCRI  in-cylinder
combustion  process,  Sonex  expects to be able to achieve  better  performance,
increased fuel mileage, and reduced NOx without sacrificing safety.

Sonex  now  feels  that the very  technically  descriptive  "Stratified  Charge,
Radical  Ignition"  name given  originally by Sonex to this enhanced SCS process
does not highlight the special ability of this process,  that is, control of low
compression ratio auto ignition in a DI engine.  Ignition control is the feature
lacking in HCCI  combustion  but which gives  remarkably  low emissions and good
fuel  economy.  Sonex is  considering  changing  the name of its SCRI process to
highlight  the control of  ignition,  and is  investigating  names such as Sonex
Controlled Auto Ignition (SCAI) and other  combinations which including the term
"controlled"  to better  communicate  this key feature.  Until  completion  of a
review of all  factors  associated  with  instituting  a formal  name change and
perhaps seeking trademark protection,  the Company will continue to use the SCRI
designation for this SCS process.


U.S. Fuel Economy Legislation

Fuel  economy of  vehicles  sold in the U.S. is a matter of public law under the
CAFE (Corporate Average Fuel Economy) legislation. For the past decade, the U.S.
automobile  industry has been successful in postponing any  legislative  actions
that would have led to an increase  in CAFE.  Recently,  however,  the future of
CAFE and other national fuel economy solutions have become front-page  political
issues.

The fuel economy  issue and  potential  increases in the CAFE  standards  were a
major  part of  Congressional  debate in 2002 on a broad  national  energy  bill
proposal.  Senate hearings early in the year regarding follow-on  legislation to
CAFE resulted in proposals  for much higher fuel economy  standards for the near
future.  Opponents of the proposals,  including  automakers and the White House,
objected on the basis that higher fuel  mileage can only be achieved by building
smaller, lighter - and therefore less safe - vehicles. Supporters of higher fuel
economy standards,  however, argued that by using technology currently available
to automakers,  the  improvements  can be  accomplished  without making vehicles
smaller.

Many automakers are focusing their attention on hybrid propulsion  technologies,
such as  gasoline/diesel-electric  power  plants,  rather than  improvements  in
combustion technology (more efficient ways of burning fuel). Hybrid power plants
utilize the  gasoline or diesel  engine  during  steady speed  operation.  These
engines  operate at high rpm to develop the needed power for highway  operation,
and suffer from added weight.

In March 2002 the Senate  rejected  proposed tough new  automobile  fuel economy
requirements and instead approved the Levin-Bond  Amendment to the Senate Energy
Bill that is more industry-friendly.  Under the amendment,  before any increases
in the CAFE standards are made, the Department of Transportation  (DOT) would be
tasked with  developing  CAFE proposals that would take into account a number of
factors,  including  technological and economic feasibility,  competitiveness of
U.S.  manufacturers,  and motor vehicle safety. The Senate and the House version
of the proposed Energy Bill did not proceed beyond the conference stage in 2002.
A new  Energy  Bill is being  developed  in 2003.  Sonex  provided  input to the
Department  of Energy,  the White House,  and House and Senate  conferees on the
synergy between a technologically  feasible increase in fuel mileage through the
paradigm-shifting  SCRI  combustion  process and  improved  safety.  The Company
expects to provide additional input to the legislative process in 2003.

Sonex believes that, with further development,  its SCRI, low compression ratio,
combustion process for unthrottled  operation can lead to conventional  gasoline
engined  vehicles that are 25% - 30% more fuel efficient  than today's  vehicles
while still meeting U.S. emissions standards. Sonex believes the SCRI technology
has the potential to achieve these benefits and overcome the safety concern that
vehicles  would need to be reduced in size and weight to improve  fuel  mileage.
Preliminary  work at Sonex on gasoline  has  demonstrated  that the SCRI process
does  achieve the desired  control of  ignition  and high rate of heat  releases
which are necessary to achieve improved fuel consumption and lower emissions.

The  Company  hopes to  progressively  mature the SCRI  process to  conclusively
demonstrate  that it  enables  fully-responsive  GDI  engines  of all sizes as a
viable,  near-term  alternative to longer-term solutions such as improvements in
hybrid  propulsion  systems and the  development of lighter  weight  vehicles or
years of further R&D required for fuel cell technology to become practical. Such
an  achievement  could also  accelerate  the  evolution  of hybrid  gasoline and
electric powered vehicles since a major improvement in engine fuel mileage would
provide opportunities for tradeoff of vehicle weight versus power.

Development of the SCRI for DI gasoline engines could be continued in 2003
as a result of the government  funded program described below under the headings
"SCRI for Heavy Fuel  Engines".  Outcomes  from this program for the transfer of
the SCRI single-cylinder laboratory engine results to a modern,  multi-cylinder,
diesel engine should lead to a gasoline powered version of the engine with which
to validate the SCRI technology.


SCS and NEA Membrane Technology

Sonex also is  investigating  the potential of implementing the SCS piston-based
technology in combination  with a diesel engine emissions  reduction  technology
being  developed  by  Compact  Membrane  Systems,  Inc.  (CMS),  of  Wilmington,
Delaware.  The CMS technology is based on a polymer membrane  technology for the
addition of nitrogen enriched air (NEA) to the diesel engine combustion  process
as an  alternative  to the  use of EGR as a  means  to  reduce  the  in-cylinder
production of NOx. If  successful,  the CMS method could provide the benefits of
EGR with reduced risk to engine wear,  with reduced heat load for cooling (EGR),
without the burden of additional  hardware and without significant impact on the
turbo-charger. In the past, the introduction of high levels of EGR to reduce NOx
emissions  has  been  shown  to   substantially   increase  the   production  of
soot/particulate  emissions. SCS piston designs, however, have shown the ability
to reduce diesel engine soot/particulate emissions when the engine operates with
high levels of EGR.

In 2001 the  U.S.  Department  of  Energy  (DOE)  awarded  CMS a Small  Business
Innovation  Research  (SBIR)  Program,  Phase I prime  contract to determine the
feasibility  of combining SCS piston  technology  with the CMS polymer  membrane
technology, and a subcontract was issued to Sonex. Phase I testing was conducted
on the Sonex laboratory, single-cylinder,  normally aspirated, DI diesel engine.
Results  showed  that  the  NEA  polymer  membrane  and the  SCS  piston  in the
single-cylinder   engine,   supercharged  by  Sonex,   have  the  potential  for
significant reduction of NOx without increasing soot/particulate emissions.

In the fourth quarter of 2002 the Company  received a $458,862  subcontract,  of
which $100,000 is cost-shared (funded) by Sonex, under DOE's SBIR Phase II prime
contract   awarded  earlier  in  the  year  to  CMS  to  transfer  the  Phase  I
single-cylinder  results to a  multi-cylinder  engine.  In March 2003 Sonex took
delivery  of  the  test  engine,   a   state-of-the-art,   three-cylinder,   DI,
turbo-charged,  automotive diesel engine used by a major  international  vehicle
manufacturer  in  the  U.S.  government  funded  PNGV  (Partnership  for  a  New
Generation  Vehicle).  The estimated  value of the  contribution  by the vehicle
manufacturer of the automotive  diesel engine and associated  technical  support
represents the Sonex cost-sharing portion of the subcontract.

Early  stages of the Phase II  project  will  focus on the  emissions  reduction
capabilities  of the SCS "Low Soot" and SCRI pistons  separately to provide data
for  evaluation  by  DOE  and  commercial   interests.   Subsequent  testing  in
combination   with  the  NEA  membrane  will   demonstrate   the  viability  for
commercialization  of the synergy of SCS  configurations  and the CMS membranes.
This program  would  provide  SCRI data on a  multi-cylinder  diesel  engine for
presentation to any engine manufacturer.


SCRI for Heavy Fuel Engines

The U.S.  Department  of Defense (DoD) and NATO now require the  elimination  of
gasoline  such that the primary  fuel for combat  support  equipment  shall be a
single  kerosene-based  "heavy fuel" (such as D2 diesel,  JP-5 and JP-8).  Heavy
fuels are less volatile than gasoline,  thereby  reducing the hazard  associated
with gasoline.  The  requirement  for a single military fuel is also a logistics
issue,  as the  military  seeks to minimize the number and  complexity  of fuels
required.  Large combat support equipment acquired by the military is powered by
diesel  engines  that can use heavy  fuels.  No  solution  has been  identified,
however, for the thousands of smaller engines, including those powering remotely
controlled  military  unmanned aerial vehicles  (UAVs),  small boats,  and other
applications for which gasoline storage, transport and use are undesirable.

In  October  2002 the  Company  received a $744,246  contract  from the  Defense
Advanced Research Projects Agency (DARPA) to begin the design and development of
an HFE conversion process for a gasoline  automotive engine for potential use in
a  developmental  UAV. The contract  program with DARPA  focuses on the SCS SCRI
process to convert an existing SI,  four-stroke,  gasoline  engine to heavy fuel
operation.  The primary  objective of this program is to transfer the SCRI heavy
fuel design achieved in the Sonex single-cylinder  laboratory engine to a modern
six-cylinder,  gasoline automotive engine,  eliminate the spark ignition system,
and produce the same power the engine originally produced on gasoline.

As of March  2003,  Sonex  has  completed  a design  review  with  DARPA  and is
progressing to engineer the hardware for the SCS conversion. Suppliers have been
engaged and are  responsive to this project.  Outcomes from this program  should
validate the SCRI technology for in-cylinder  control of ignition and combustion
that could be applied  later to a gasoline  powered  version.  The  duration  of
demonstration projects with automotive  manufacturers could be reduced since the
sparkless  SCRI process can  advantageously  employ the centrally  located spark
plug hole of most production  4-valve per cylinder  engines for the installation
of the injector.

In  addition,   the  Company   believes  the   availability   of  the  resultant
multi-cylinder,  four-stroke heavy fuel engine from a successful  outcome of the
DARPA project could lead to use in other military  engine  programs,  as well as
having  potential for use in the commercial  marine market in pleasure boats for
which a diesel fueled engine would be a safer  alternative to current  gasoline
engines which too often result in dangerous onboard fires.


                        SCS FOR SI HEAVY FUEL ENGINES

SCS for Small, Two-Stroke Engines

The Company,  in its laboratory  and under  contract with the U.S.  military and
defense  contractors,  has applied its proprietary  patented SCS starting system
and modified combustion chamber to the conversion of reliable,  lightweight, SI,
two-stroke,  gasoline  engines to start and operate on JP-5/JP-8  military heavy
fuels for a  variety  of  applications  such as small  UAVs.  The  military  now
requires  such  engines to operate on less  volatile  heavy  fuels to reduce the
hazard associated with gasoline,  making heavy fuel engines (HFEs) more suitable
for applications where gasoline storage and use are undesirable. The requirement
for a single  military fuel is also a logistics  issue, as the military seeks to
minimize the number and complexity of fuels.

The SCS process for the  conversion of  lightweight,  SI,  two-stroke,  gasoline
engines  incorporates  a machined  cylinder head and  combustion  chamber insert
housing the proprietary SCS technology.  For engines that have the cylinder head
and cylinder in one single  casting,  the stock cylinder head is removed and the
remaining  cylinder casting is decked and machined for cylinder head screws. The
SCS heavy fuel conversion  maintains the gasoline  engine's stock carburetion or
fuel  injection  system,  intake and exhaust  systems,  spark  ignition  system,
compression    ratio   and    weight.    The   SCS    starting    system    uses
commercial-off-the-shelf  12V glow plugs to directly vaporize the heavy fuel for
cold  starting.  Once the  engine  has been  started,  the  starting  system  is
disabled.

The Sonex HFE  technology  can be applied as a retrofit to  existing  engines or
during  manufacture of new engines.  Sonex HFEs have demonstrated the ability to
provide gasoline-like  performance over the full engine range without smoking or
"knocking",  which has been a major  shortcoming of other heavy fuel  conversion
technologies.   The  SCS  heavy  fuel  conversion   maintains  the  power,  fuel
consumption,  light weight,  low cost, and  practicality  of the gasoline engine
without the additional weight and expense of other powerplant alternatives being
considered to meet the requirement for heavy fuel operation,  such as diesel and
turbine engines.


SCS HFEs for the Military

Sonex  has  successfully  scaled  its  SCS  design  from  an  original  cylinder
displacement  of  18  cubic  centimeters  (cc)  to  an  engine  with  a  176  cc
displacement per cylinder,  and is confident that its proprietary SCS technology
is  scaleable  to cylinder  volumes  larger than 176cc.  An SCS  two-stroke  HFE
development  program has been initiated as described below on a  three-cylinder,
fuel injected gasoline engine which displaces 939 cc (313 cc/cylinder).

Under a "best efforts" feasibility  demonstration  contract from the U.S. Marine
Corps  (USMC)  Systems  Command  in  Quantico,  Virginia,  in 1998  the  Company
delivered five prototype UAV HFEs. Sonex successfully converted the existing SI,
carburetted, 100cc single cylinder, two-stroke, gasoline fueled engines to start
and run on  heavy  fuel,  leading  the USMC to  contract  Sonex  to  convert  an
additional forty UAV engines used in the Dragondrone UAV. The Dragondrone became
the first  tactical  UAV to be  certified  for  deployment  aboard  ship.  Other
potential  applications  include  outboard  engines,  small  watercraft  used as
targets, and generator sets.

The Company's objective is to capitalize on the success to date with SCS HFEs by
participation in new DoD programs. In addition,  Sonex seeks sponsors within the
DoD who are  obliged  to make an  effort  to comply  with the  directive  on the
elimination of gasoline when purchasing  numerous  commercially  available items
that are powered by two-stroke  gasoline  engines.  In recent months the Company
also has  been  developing  relationships  with  domestic  and  foreign  defense
contractors.

In the third quarter of 2002 the Company was awarded a subcontract  from Science
Applications  International Corporation (SAIC) of San Diego, to conduct a survey
of commercially  available  gasoline engines of approximately 72 horsepower and,
with the approval of SAIC,  select a candidate  engine for a "best  efforts" SCS
conversion  to start and operate on heavy fuels for use in a UAV weapon  system.
SAIC,  a leader in the  development  of advanced  gun weapon  systems  including
launchers  and  smart  projectiles,  is the DoD  prime  contractor  for this
developmental  UAV for which the  objective  is to develop and  demonstrate  the
military utility of a low cost loitering UAV system capable of providing several
hours of continuous electronic warfare jamming and loitering "on-demand" warhead
delivery.  Initial  funding  of  $200,000  to  Sonex  was  approved to begin the
project. SAIC also awarded a subcontract  to a competing  company to develop a
heavy fuel conversion for a rotary engine already in production.

During the  candidate  engine  survey and  selection  process,  the DoD  program
sponsor  increased the targeted  horsepower  requirement  to 100. Sonex and SAIC
together selected a candidate  two-stroke gasoline engine advertised to meet the
new  target  horsepower  requirement,  although  this  engine  was  not  yet  in
production.  Sonex  conducted  testing of the  selected  engine on  gasoline  to
develop  baseline  performance  data.  In the  meantime,  additional  funding of
$81,947 for Sonex was approved.

After repeated  testing,  Sonex found that the candidate  engine did not produce
the advertised power and suffered from operational problems as well. At the same
time,  SAIC  found  that the  competing  rotary  HFE  suffered  from  poor  fuel
consumption.  During the first  quarter of 2003,  the DoD  sponsor  expressed  a
desire to have Sonex work with the  competing  rotary HFE to focus on  improving
its fuel consumption.  DoD engine experts have concluded that Sonex has a unique
fuel  handling  and  combustion  technology,  which  when  applied to the rotary
engine, will allow for a reduction in fuel consumption and significantly improve
engine  performance  in a heavy  fuel  configuration.  The DoD  sponsor  has now
directed  SAIC to  develop  a new  statement  of work  and  arrange  for the two
companies  to work  together.  This joint  effort is expected  to be  formalized
during the second quarter of 2003.


SCS Potential for Heavy Fuel Rotary Engines

While  rotary  technology  has been the  subject of some work  worldwide,  it is
becoming an activity of focus and interest  for Sonex.  The Company has recently
developed  a patent  application  using  proprietary  techniques  to improve the
performance  of rotary  engines when  converted  to run on heavy fuels.  This is
accomplished by implementation of a unique and innovative Sonex process for fuel
injection and handling,  combined with a modification  to the rotary engine fuel
system and combustion process,  thus resulting in two very important  attributes
for engine performance.

The advantages for the rotary engine when compared to piston  technologies as in
two-stroke engines are clearly  significant.  The rotary engine has fewer moving
parts and is a very  simple and  elegant  technical  solution  for UAV  engines.
Rotary  engines  converted by Sonex to run on heavy fuel are expected to exhibit
efficient and steady performance.  Combustion efficiency is expected to improve,
thereby  decreasing  fuel  consumption  over  all  load  ranges,  which  is very
important for increasing  endurance and/or increasing available payload capacity
on UAVs.

During 2003 Sonex is exploring a  relationship  with another small company which
is  developing  rotary  engines  for use in  generator  sets  for  military  and
commercial use.


                     PATENTS AND PROPRIETARY INFORMATION

The Company has  endeavored  to protect its  technology by filing for patents in
the U.S. and in those foreign countries in which it may be able to commercialize
the SCS. The most recent U.S.  patents for the SCS DI diesel  engine  technology
were issued in January 1999 and January  2001,  and the most recent U.S.  patent
for the SCS heavy fuel engine  technology  was issued in January 1999.  The name
"SONEX" was registered at the U.S. Patent and Trademark Office in 1987.

The Company has also developed a significant body of trade secrets,  proprietary
information  and know-how  relating to its  technology.  Although the principles
underlying  the SCS concept are  capable of being  understood  by experts in the
field,  management  believes  that  it  would  be  difficult  to  apply  the SCS
successfully to any given engine configuration  without the benefit of the trade
secrets, know-how and proprietary information owned by the Company.

Management  believes that the Company's business depends  substantially upon the
protection  afforded by its granted  and pending  patents,  as well as its trade
secrets, proprietary information and know-how. All contracts outside the Company
involving  any exchange of  confidential  technical  information  are made under
secrecy agreements approved by the Company's patent counsel. In addition, all of
the  management  and  technical  employees  of the Company are  required to sign
non-disclosure agreements respecting the Company's technology.


                           COMPETITION

The  Company  faces   significant   competition  from  the  extensive   research
departments  of the  world's  major  vehicle  and  engine  manufacturers.  These
companies  exercise a bias toward in-house  technologies over those developed by
independent  suppliers.  Competition also comes from several  independent engine
testing  and  consulting  firms  around the world  which are in the  business of
developing engine  technologies.  The Company's  competitors have  substantially
greater  financial,  technical  and marketing  resources  than does the Company.
Accordingly,  the  Company  cannot be sure that it will  have the  resources  or
expertise to compete successfully in the future.

Although the experience and financial  resources of its  competitors  far exceed
those of the Company,  management  believes that the SCS can provide significant
advantages over the competition in terms of low cost, improved performance,  and
simplicity.


                       SECRECY AND NON-DISCLOSURE

Due to the  highly  competitive  nature  of the  world's  automotive  and  truck
industries,  in connection with its contracts and/or demonstration programs with
such  manufacturers,  Sonex is required to execute joint secrecy and  disclosure
agreements that, in most cases,  expressly prohibit the public disclosure of the
names and other  significant  information about the participants and the current
or  proposed  programs.  Failure  by  Sonex to  maintain  this  strict  level of
confidentiality would jeopardize its relationship with these organizations.



ITEM 2. DESCRIPTION OF PROPERTY


The Company's  principal  executive offices and testing facility are housed in a
single story building located at 23 Hudson Street,  Annapolis,  Maryland, 21401.
The facility is equipped with emissions and engine testing equipment and machine
shop and storage  facilities  necessary  to support the  laboratory.  Management
believes that this  facility is adequate and suitable for the Company's  present
needs,  and  that  all  of the  Company's  property  is  adequately  covered  by
insurance.  The building contains  approximately  6,000 square feet and is being
occupied  by the  Company  on a  month-to-month  basis  under  the  terms  of an
operating lease  agreement,  pursuant to which the property owner is required to
provide  thirty  days  notice if he wants the  Company to vacate  the  premises.
Management  will seek to  negotiate a new  long-term  lease for its  facility or
search for an  alternative  location  in the event that an  agreement  cannot be
reached for the existing  premises.  Management  believes that the resolution of
the  uncertainty  with respect to the facility  will not result in a significant
interruption in the operations of the Company.



ITEM 3. LEGAL PROCEEDINGS


As of the date of this  report,  management  is  aware  of no legal  proceedings
pending against the Company.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


At the 2002 Annual Meeting of the Company's  security holders held on October 9,
2002, the holders of the Company's  Common Stock  re-elected Mr. John H. Drewanz
as a Class II director for a term  expiring at the annual  meeting to be held in
2003, and the holders of the Company's  Preferred Stock  re-elected Mr. Lawrence
H. Hyde as a Class II director for a term  expiring at the annual  meeting to be
held in 2003, and Mr. Charles C.  McGettigan and Mr. Myron A. "Mike" Wick,  III,
as Class I  directors  for terms  expiring  at the annual  meeting to be held in
2005.  The only other  director  whose  term  continued  beyond the 2002  Annual
Meeting was Dr. Andrew A. Pouring,  a Class III Common Stock director whose term
expires at the annual meeting to be held in 2004.

No other matters were submitted to a vote of security  holders during the fourth
quarter of 2002.




                                PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                    PUBLIC TRADING OF COMMON STOCK

The Company's Common Stock currently is traded in the over-the-counter market on
the OTC Bulletin Board service under the symbol  "SONX".  The OTC Bulletin Board
is an electronic and screen-based quotation medium operated by NASDAQ. Quotation
information on OTC Bulletin Board stocks is available on  stockbrokers'  desktop
terminals.

The high and low closing  prices of the Common Stock for each  quarterly  period
since January 1, 2001 were as follows:


     Quarter ended:                      High       Low

        March 31, 2001                   $.25      $.14
        June 30, 2001                     .37       .22
        September 30, 2001                .33       .16
        December 31, 2001                 .40       .15
        March 31, 2002                    .23       .14
        June 30, 2002                     .16       .06
        September 30, 2002                .30       .06
        December 31, 2002                 .26       .14
        March 31, 2003                    .24       .15


The closing  prices of the Common Stock  presented  above were obtained from the
historical pricing information available on the NASDAQ website www.nasdaq.com.


        SHARES OUTSTANDING AND RESERVED FOR ISSUANCE; HOLDERS; DIVIDENDS

As of March 31, 2003, there were 21,592,669 shares issued and outstanding,  with
approximately  900  holders  of  record.  The  shares  for  approximately  1,800
additional  beneficial owners of the Common Stock are held of record (in "street
name") by brokers, dealers, banks, and other entities holding such securities of
record in nominee  name or otherwise or as a  participant  in a clearing  agency
registered pursuant to Section 17A of the Securities Exchange Act of 1934.

As of March 31, 2003, a total of 11,516,832 shares are reserved for future
Issuance as follows:  4,400,000  shares  issuable upon the conversion of
preferred  stock outstanding;  4,523,058  shares  issuable  upon the exercise of
options  granted under the Company's Stock Option Plan (the "Option Plan");
1,541,274 shares for options  available to be granted;  992,500 shares  issuable
upon the exercise of outstanding  warrants;  and 60,000 shares  issuable upon
the conversion of notes payable outstanding.

Presently the only securities  authorized for issuance under equity compensation
plans relate to the Option Plan.  Detailed  information  as of December 31, 2002
with respect to Common Stock issuable under the Plan,  including activity during
2002 and weighted average exercise prices,  is presented in tabular form in Note
14 to the accompanying financial statements.

The  Company  has never paid cash  dividends  on its  Common  Stock and does not
expect to pay any cash dividends in the foreseeable future.


                 RECENT SALES OF UNREGISTERED SECURITIES

During 2002 the Company  issued the following  securities  without  registration
under the Securities Act of 1933 (the "Securities Act"). The Company views these
issuances as  transactions  by an issuer not involving  any public  offering and
therefore as exempt from  registration  under  Sections  4(2) and/or 4(6) of the
Securities Act.

         In a private  financing  at the end of March 2002,  the Company  raised
         capital of $60,000, including $27,000 in cash investments, $27,000 from
         the conversion to equity of accrued liabilities to officers,  employees
         and consultants,  and cash proceeds of $6,000 through the issuance of a
         short-term  note that is  convertible  to  equity at the  option of the
         holder.  A total of 360,000  shares of the  Company's  Common Stock and
         five-year  warrants to purchase an additional  180,000 shares of Common
         stock at $.25 per share  were  issued  in this  financing,  and  60,000
         shares were  reserved for future  issuance  upon the  conversion of the
         note payable to Common Stock and associated  warrant to purchase Common
         Stock.

         In May 2002 and July 2002 the Company  issued a total of 20,000  shares
         of Common Stock to a consultant for services valued at $5,000.


The  certificates   representing  such  shares  are  endorsed  with  a  standard
restrictive  legend stating that the shares have not been  registered  under the
Securities Act or in any state or other jurisdiction, and that no disposition of
the shares may be made unless pursuant to an effective registration statement or
upon  the  issuance  of an  opinion  of the  Company's  legal  counsel  that the
disposition  may be made  pursuant to a valid  exemption  from any  registration
requirements.



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


Note:  Statements  made  in the  following  discussion  which  express  beliefs,
expectations,  or intentions, as well as those that are not historical fact, are
"forward-looking"  statements  that are  subject  to  risks,  uncertainties  and
assumptions.  Our actual  results,  performance  or  achievements  could  differ
materially  from those  expressed in any such  forward-looking  statements  as a
result of a variety of factors,  including the risks and uncertainties  referred
to under the "Caution Regarding  Forward-Looking  Statements" and "Risk Factors"
sections in Item 1 of this report.


                 ACCUMULATED LOSSES; SOURCES OF CAPITAL

Since its inception in 1980, the Company has generated  cumulative net losses in
excess of $22 million and may continue to incur quarterly  operating  losses for
the foreseeable future.  Operating results have fluctuated  significantly in the
past on an annual and quarterly basis, and are expected to continue to fluctuate
significantly  from quarter to quarter for the foreseeable  future. The business
historically has not generated  sufficient cash flow to fund operations  without
resorting  to external  sources of capital.  The Company  does not have any bank
financing  arrangements.  Operating funds have been raised primarily through the
sale of equity securities in both public and private offerings, with development
and  demonstration  contract revenues also providing limited operating cash. The

Company  historically  has derived the majority of its revenues from engineering
and development funding provided by established  companies willing to assist the
Company in the  development  of its SCS  technology  and,  more  recently,  from
government sources.

In 2002, however,  revenues increased substantially,  providing cash to fund the
majority of the Company's  operating  expenditure  requirements for the year. In
2003 revenues from development and  demonstration  contracts are again expected,
although  there can be no  assurance,  to provide most of the cash  necessary to
fund operations.

The Company is endeavoring to commercialize  its SCS technology and, toward that
end,  expects  significant  personnel  and financial  resources  will need to be
applied.  The  application  of  personnel  and  financial  resources  is greatly
constrained by the Company's liquidity problems and lack of capital.

In  January  2003 the  Company  entered  into a  consulting  agreement  with the
Annapolis,  Maryland  business  consulting  group  Paradigm  Technologies,   LLC
("Paradigm"), for the services of its president, Mr. Glenn R. Beach, as a Senior
Advisor to Sonex. Paradigm has been engaged to assess the Company's technologies
and business model and suggest approaches for strategic alliances and additional
market introductions for both commercial and military  applications.  Mr. Beach,
who has spent  much of his  career in the  defense  industry,  has  focused  his
attention on the Sonex process for converting  gasoline engines of various sizes
to operate  on safer,  kerosene-based  "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).

The Company's agreement with Paradigm extends through September 2003. Presently,
Company  management and Mr. Beach are pursuing a number of  initiatives.  One of
the first goals is to secure  cooperation  with one or more companies which have
technologies  complementary  to  the  Sonex  processes.  Additionally,  Paradigm
Technologies,  leveraging an extensive  network developed over many years with a
unique understanding and capability to access various agencies within the U.S.
Government, will also seek additional  funding for Sonex to conduct technology
development work necessary for addressing commercialization issues.


                    FINANCIAL POSITION AND LIQUIDITY

During much of 2001 and through the third quarter of 2002, the Company  operated
under  severe cash flow  difficulties.  At times during 2001 the  Company's  two
officers  voluntarily and at their own discretion deferred receipt of payment of
significant portions of their current wages to reduce the Company's monthly cash
requirements, although some of these amounts were repaid by the end of the year.

In late  December  2001 Sonex  took steps to reduce  further  its  monthly  cash
requirements   by   eliminating   one  full-time   technical   position  and  by
restructuring compensation arrangements with its part-time consultants. A second
full-time technical position became vacant at the end of February 2002.

Beginning once again in January 2002, the Company's officers voluntarily and at
their own  discretion  deferred  receipt of payment of  significant  portions of
their current  wages for most of the year to reduce the  Company's  monthly cash
requirements.  With the generation of cash flow from revenues  during the latter
part of 2002,  some of these amounts were repaid by the end of the year, and the
Company hired additional technical personnel. Since December 2002, the Company's
chief  financial  officer  has been  receiving  his  current  wages,  while  the
Company's chief executive  officer  continues to defer a significant  portion of
his current wages. Such wages payable to the Company's officers totaled $199,992
as of December 31, 2002 and are payable upon demand. Through March 31, 2003, the
Company's chief executive officer had deferred an additional $9,255.

The continued  deferral of portions of current  wages by the Company's  officers
cannot be expected to continue indefinitely, and the Company will be required to
pay such outstanding amounts as soon as cash flow permits. The amount and timing
of such payments will be determined at the discretion of the Company's officers,
as these amounts are not subject to the terms of the Company's written agreement
with current and former employees to defer payment of portions of their salaries
as described below.  Similar  arrangements exist for unpaid consulting fees, the
majority  of which  amounts  are  payable  to the  individual  who serves as the
Company's  director of business  development and technical  program manager on a
part-time basis.

As of March  31,  2003,  the  Company  had  available  cash and  equivalents  of
approximately  $110,000  and  accounts  receivable,   including  contract  costs
incurred but not yet billed,  of  approximately  $95,000.  Based upon  available
resources,  current and projected  spending  levels,  and expected  revenue from
current and  anticipated  contracts,  management  believes the Company will have
sufficient capital to fund operations until approximately December 31, 2003. The
Company's  prospects  beyond that time are  dependent  upon its ability to enter
into  significant  funded  contracts  for  the  further  development  of its SCS
technology,  establish  joint  ventures  or  strategic  partnerships  with major
industrial concerns,  or secure a major capital infusion.  There is no assurance
that the Company will be able to achieve these objectives.

In the event  sufficient  funding is not  available  through the  generation  of
revenues  or from  external  sources,  the Company  would have to  substantially
reduce  the level of its  operations.  Such a  reduction  could  have an adverse
effect on the Company's relationships with government funding sources, strategic
partners and potential customers.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern,  which  contemplates  continuity  of
operations,  realization  of  assets  and  satisfaction  of  liabilities  in the
ordinary course of business.  The propriety of use of the going concern basis is
dependent upon, among other things, the Company's ability to generate sufficient
revenue and ultimately achieve profitable operations.  These uncertainties raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying financial statements do not include any adjustments relating to
the  recoverability  of the carrying amounts of recorded assets or the amount of
liabilities that might result from the outcome of these uncertainties.




             ONGOING SALARY DEFERRALS BY OFFICERS AND EMPLOYEES

In order to help  conserve  the  Company's  limited cash  resources,  all of the
Company's  current  and  former  officers  and  certain of the  Company's  other
employees  for several  years have  voluntarily  deferred  receipt of payment of
significant  portions of their authorized  annual salaries at the request of the
Board of  Directors.  A written  agreement  between  these  individuals  and the
Company  was first  executed  in 1992 in  connection  with an  indispensable  $2
million  private  investment made by a venture capital group in exchange for the
issuance of a new class of convertible  preferred stock. The individuals who are

parties to this  agreement  have consented to the deferral of payment of amounts
so accumulated  until the Company has received  licensing revenue of at least $2
million or at such earlier date as the Board of  Directors  determines  that the
Company's cash flow is sufficient to allow such payment.  Since January 1, 1997,
however, there has been no further deferral of salary requested of the Company's
non-officer  employees.  The conditions that would require repayment of deferred
amounts have yet to occur.

At the  conclusion  of a legal  challenge by two former  officers of the Company
initiated  in  1993  demanding  full  payment  of  deferred  salaries  upon  the
termination of their  employment,  in 1996 the Maryland Court of Special Appeals

rejected this demand and ruled that the written agreement to defer  compensation
was a valid and enforceable contract.


                          RESULTS OF OPERATIONS

Condensed comparative results:

(Note: In order to conform to the classifications  used in 2002, certain amounts
for 2001 and 2000 presented in prior years as research and development  expenses
(R&D) have been reclassified to cost of revenue.)


                                              2002         2001         2000
                                           ----------   ----------   ----------

  Total revenue                            $  471,912   $  245,291   $  407,898
                                           ----------   ----------   ----------

  Cost of revenue                             266,837      164,698      302,994
  Research and development(R&D)expenses       224,881      435,249      379,087
  General and administrative(G&A)expenses     304,593      337,099      332,607
                                            ----------   ----------  ----------
  Total expenses                              796,311      937,046    1,014,688
                                            ----------   ----------  ----------

  Net loss from operations                   (324,399)    (691,755)    (606,790)

  Investment income                             2,759        1,400        4,860
                                           ----------   ----------   ----------

  Net loss                                 $ (321,640)  $ (690,355)  $ (601,930)
                                           ==========   ==========   ==========

The net loss for 2002 is $368,715,  or 53%, lower than the net loss for 2001, as
a significant  increase in revenue and an overall  reduction in personnel  costs
were offset in part by higher associated cost of revenue.  The net loss for 2001
is $88,425, or 15%, higher than the net loss for 2000, as a significant decrease
in revenue was offset in part by lower related cost of revenue.


Revenue and cost of revenue:

                                              2002         2001         2000
                                           ----------   ----------   ----------

     Defense/government revenue            $  471,912   $  145,291   $  337,898
     Commercial revenue                                    100,000       70,000
                                            ---------   ----------   ----------

       Total revenue                       $  471,912   $  245,291   $  407,898
                                           ==========   ==========   ==========


     Cost of revenue                       $  266,837   $  164,698   $  302,994
                                           ==========   ==========   ==========

The Company's  revenues consist of funding  received for technology  development
and demonstration  contracts entered into with commercial or  defense/government
entities.  Management is unable to predict  future  changes to  development  and
demonstration contract revenue because the amounts earned to date under previous
contracts have been  determined  through  negotiations  with such entities based
upon the level of effort  required and the level of funding that each entity has
been willing to commit. Management anticipates, however, that future revenue may
also include consulting fees earned while working together with manufacturers to
optimize  the  results  achieved on a  particular  manufacturer's  engine,  and,
ultimately,  license fees and royalty  revenue once the Company's  technology is
placed into  production  engines by  manufacturers.  The future  amounts of such
other types of revenue, however, cannot be reasonably estimated.

Cost of Revenue  primarily  consists of direct  labor  charges and other  direct
expenditures,  including those for consulting  services,  attributable to funded
programs, and allocated labor overhead charges.


Comparison of 2002 to 2001

Total revenue increased  $226,621,  or 92%, from 2001 to 2002. During the second
half of 2002 the Company was awarded two significant contracts and a significant
subcontract  from  branches of the U.S.  government  and military or their prime
contractors,  while there were no revenues  in 2002 from  commercial  contracts.
Department of Defense (DoD) and other government revenue for 2001 came from four
contracts,  three of which  were for  development  of the  Company's  heavy fuel
technology for military  applications.  The three contracts in 2001 for military
applications  all were completed in that year, while work on the fourth contract
from the government extended into early 2002.

The following is a listing of the three major new projects. Detailed discussions
of each program are provided in Item 1 of this report.


      Subcontract  awarded by  Science  Applications  International  Corporation
      (SAIC),  a large DoD prime  contractor.  Awarded  third  quarter  of 2002.
      Initial  funding of $200,000,  later  increased by $81,947.  Completion in
      2003.

      Prime contract  awarded by the Defense Advanced  Research  Projects Agency
      (DARPA).  Awarded  fourth  quarter of 2002.  Total  funding  of  $744,246.
      Completion expected in late 2003 or early 2004.

      Subcontract  awarded by Compact  Membrane  Systems,  Inc.  (CMS) under its
      prime  contract  from the U.S.  Department  of  Energy  (DOE)  for a Small
      Business  Innovation  Research (SBIR) Program,  Phase II project.  Awarded
      fourth  quarter  of 2002.  Total  award to  Sonex  of  $458,862,  of which
      $100,000 is cost-shared (funded) by Sonex.
      Completion expected in 2004.

Revenues from these three  programs,  work on each of which continues into 2003,
totaled  $391,155 and represented 83% of total revenues  recognized in 2002. The
following table summarizes  revenue recognized in 2002 and the potential revenue
remaining for future periods in connection with these three  programs.  Although
management  believes  that each  program  will be funded for the  entire  amount
awarded to date, there is no assurance that this will be the case.


                                             SAIC         DARPA        CMS/DOE
                                         ----------    ----------    ----------

Revenue recognized in 2002               $  226,247    $  109,024    $   55,884
Potential revenue for future periods         55,700       635,622       302,978
                                         ----------    ----------    ----------

                                         $  281,947    $  744,646    $  358,862
                                         ==========    ==========    ==========


Progress on commercial  applications  of the Company's  diesel engine  emissions
reduction  technology slowed considerably in 2002, but outcomes in 2003 from two
of the new  defense/government  projects  are  expected  to be  transferable  to
commercial  applications.  All of the revenue from commercial contracts for 2001
was earned in  connection  with the Company's  diesel  engine piston  technology
under a program with a foreign engine  manufacturer  for a feasibility  study of
the Company's SCRI  technology in diesel truck  engines.  There was no follow-on
work with this manufacturer once the program was completed.

Cost of revenue increased from 2001 to 2002 as a result of the increased revenue
generated in 2002. As more  contracts were secured,  a higher  percentage of R&D
(direct  labor)  personnel's  time was spent on funded  contracts in 2002 versus
2001, with the associated  charges being recorded as Cost of Revenue rather than
R&D. On the whole,  a higher  percentage  of total R&D costs were  classified as
Cost of Revenue in 2002  (54%) as  opposed to 2001  (27%),  as new hires in 2002
were brought on to work almost  exclusively on funded  contracts.  The increased
workload also resulted in higher direct costs  associated with funded  contracts
in 2002 versus 2001.



Comparison of 2001 to 2000

Total  revenue   decreased   $162,607,   or  40%,   from  2000  to  2001,   with
defense/government   revenue   declining  by  $192,607,   or  57%,   from  2000.
Defense/government  revenue  for 2001 came from four  contracts,  three of which
were for UAV gasoline engine conversions to heavy fuel operation.  Approximately
$260,000 of the defense  revenue  reported  for 2000  relates to a  sub-contract
awarded in 1999 from a prime contractor to the U.S. Navy pursuant to which Sonex
demonstrated   the  technical   feasibility   of  converting  an  existing  high
performance, gasoline fueled engine for marine use to start and operate on heavy
fuels. The Company devoted a significant  portion of its available  resources to
the  performance of this  sub-contract  from late in 1999 through  mid-2000 when
work was  substantially  completed.  The  Company  did not  receive a  follow-on
contract  from the Navy,  and no other  contract of similar size was received in
2001.  The  remaining  defense  revenue  for  2000  consisted  of  five  smaller
contracts,  including  three  contracts for UAV gasoline  engine  conversions to
heavy fuel operation.

Revenue from  commercial  contracts,  earned in connection with the Company's DI
diesel engine piston technology, increased $30,000 from 2000 to 2001. All of the
revenue for 2001 was earned from a program  with a foreign  engine  manufacturer
for a  feasibility  study of the  Company's  SCRI  technology  in  diesel  truck
engines.  Revenue of $50,000 also was earned in 2000 from this  manufacturer  in
connection  with a test program for the  Company's  SCS "Low Soot"  design.  The
Company also recognized  revenue of $20,000 in 2000 from a second foreign engine
manufacturer. None of these programs continued beyond 2001.

Cost of  revenue  decreased  from 2000 to 2001 as a result of the lower  revenue
generated in 2001,  primarily resulting from the completion in 2000 of the major
contract from the Navy.  As a result,  a smaller  percentage of R&D  personnel's
time was spent on funded  contracts  in 2001 versus  2000,  with the  associated
charges  being  recorded as R&D rather than cost of revenue.  Such  amounts were
substantially  higher  in 2000  than in 1999  due to the  relative  sizes of the
government  contracts being performed at the time. A small portion of total cost
of revenue for each period represented  charges directly  attributable to funded
commercial projects.


Research and development (R&D) expenses:

                                              2002         2001         2000
                                           ----------   ----------   ----------
  Personnel (includes stock and options):
    Employee compensation                  $  255,443   $  335,605   $  333,027
    Taxes & benefits                           30,491       54,730       48,594
    Consulting fees                            44,008       64,587      115,672
                                           ----------   ----------   ----------
    Total personnel                           329,942      454,922      497,293

  Project parts and supplies                   66,532       28,116       49,343
  Occupancy                                    46,151       47,591       48,785
  Depreciation, patent amortization
    and write-off of abandoned patents         35,133       52,326       62,409
  Patent maintenance and renewal fees           8,022        7,243        8,831
  Other expenses                                5,938        9,749       15,420
                                           ----------   ----------   ----------
    Total R&D expenses                        491,718      599,947      682,081

  Less amounts classified as cost of revenue:
    Personnel                                (159,250)    (106,168)    (192,330)
    Labor overhead                            (51,151)     (53,917)     (74,407)
    Project parts and supplies                (55,637)      (3,598)     (32,951)
    Other expenses                               (799)      (1,015)      (3,306)
                                           ----------   ----------   ----------

    Net R&D                                $  224,881   $  435,249   $  379,087
                                           ==========   ==========   ==========

The following  analysis is based on a comparison of total R&D expenses as listed
above before deduction of amounts classified as cost of revenue.


Comparison of 2002 to 2001

Total R&D expenses decreased by $108,229,  or 18%, from 2001 to 2002,  primarily
as a result of a significant  decrease in personnel costs, as well as a decrease
in patent write-offs, offset in part by an increase in parts and supplies.

Personnel costs decreased by $124,980,  or 27%, from 2001 to 2002 due in part to
large staff reductions,  including consultants, at the end of 2001 and the start
of 2002.  The increase in the number and size of funded  contracts  from 2001 to
2002, however,  resulted in the hiring of additional personnel during the second
half of 2002,  thereby  partially  offsetting the overall  decrease in personnel
costs resulting from the earlier reductions in staff.

The decrease of $80,162, or 24%, in employee  compensation was mostly due to the
changes in staffing  levels and to the fact that the Company's  Chief  Scientist
and CEO was awarded a bonus of $25,000 in 2001 but none in 2002. The decrease of
$24,239,  or 44%, in payroll  taxes and employee  benefits  from 2001 to 2002 is
related  to the  lower  total  payroll  as well as  significantly  lower  health
insurance  costs  because  health  insurance  coverage for the  Company's  Chief
Scientist and CEO was discontinued in early 2002 when he turned 70 years old.

The overall  decrease of $20,579,  or 32%, in consulting  fees from 2001 to 2002
resulted from two major factors. At the end of 2001 the Company discontinued its
consulting  agreement with the  individual  residing in Europe who served as R&D
Supervisor and International Liaison Officer. This individual was compensated in
the form of restricted  stock and cash, with related charges totaling $62,587 in
2001. (The Company  measures  compensation  for stock issued for services at the
market price on the date of award or at the agreed-upon  value of the services.)
This  decrease  was  offset  in part by an  increase  in fees  for  consultants,
primarily for those working on funded contracts, of $41,714, from $2,000 in 2001
to $43,714 in 2002 as a result of the new contracts  obtained  during the second
half of 2002.  These  consulting  fees were for time spent by the consultant who
served as program  manager  (the same  individual  who  serves as the  Company's
director of business  development - see G&A  discussion)  as well as the charges
for a fuel injection system consultant.

Total project parts and supplies expense increased by $38,416 from 2001 to 2002,
as a result of the increase in the number and size of funded contracts from 2001
to 2002.  Project parts and supplies expense  includes motor fuel,  engine parts
and other items used or consumed in engine testing and in the machine shop.

Occupancy expenses,  primarily rent, have remained relatively consistent for the
past  several  years  except for an increase in the monthly  rent in March 2000.
Rent expense is allocated  80% to R&D and 20% to G&A based on the  proportionate
share of floor space devoted to each category.

Total  depreciation,  patent  amortization,  and patent write-offs  decreased by
$17,193,  or 33%, from 2001 to 2002. The largest component is patent write-offs,
which were lower by $19,830,  decreasing from $23,253 in 2001 to $3,423 in 2002.
Such write-offs  represent the charging to expense of the  unamortized  costs of
patents abandoned by the Company due to lack of expected  commercial  potential,
and  specifically  relate to older  patents  filed in small  countries.  Ongoing
patent  amortization  was  approximately  the same in 2002 versus 2001, as there
were no new  major  patents  granted  in 2002 for  which  amortization  of costs
capitalized in prior years would begin.  Depreciation expense increased slightly
from $15,441 in 2001 to $17,956 in 2002, as there were more asset additions made
in 2002 than in 2001.


Comparison of 2001 to 2000

Total R&D  expenses  decreased  by  $82,134,  or 12%,  from  $682,081 in 2000 to
$599,947 in 2001,  primarily as a result of a decrease in funded  contracts from
2000 to 2001.

Personnel costs decreased by $42,371 from 2000 to 2001, with a $51,085,  or 44%,
reduction  in  consulting   fees  accounting  for  the  decline  while  employee
compensation increased only slightly. Total consulting fees for funded contracts
decreased  from $55,968 in 2000 to zero in 2001 with the  completion  of a major
contract in 2000.  These  consulting  fees were for time spent by the consultant
who served as program  manager (the same  individual who serves as the Company's
director of business development- see G&A discussion) as well as the charges for
a fuel injection system consultant.  A slight increase of $2,883 was experienced
for other  consulting  charges for services of the Company's R&D  Supervisor and
International  Liaison  Officer  who  resides  in  Europe.  This  individual  is
compensated  primarily  in the form of  restricted  stock for work  performed in
Europe based on part-time service, while for time spent in Annapolis he receives
cash  compensation  for full-time  service.  His expenses are also reimbursed in
cash.  The  Company  recorded  charges of $53,837 in 2001 and $50,664 in 2000 in
connection with the issuance of stock as compensation  to this  consultant,  who
spent no time in Annapolis in 2001 or 2000

The  increase  in  employee  compensation  of 2,578,  or 1%,  from 2000 to 2001,
resulted  from a number of offsetting  differences.  A decrease in shop salaries
occurred in part because there was no related amount in 2001 for the salary of a
technician  hired early in 2000 who was employed  only until  October  2000.  In
addition,  the  Company's  machinist  reduced his work schedule for a few months
during  the  summer of 2001 and his  employment  was  eventually  terminated  in
December 2001. On the other hand, total wages increased due to higher wage rates
in 2001 for two shop  employees  and as a result of a larger  amount of  bonuses
awarded - $32,500 in 2001 versus $20,000 in 2000, including a higher bonus award
to the  Company's CEO and Chief  Scientist of $25,000 in 2001 versus  $10,000 in
2000.  These  bonuses are awarded in December of each year with the  stipulation
that  payment of such  amounts is to be  deferred  until the Board of  Directors
determines  that the Company's  cash  resources are  sufficient.  The 2001 bonus
award to the CEO was higher  than in the  previous  year to reflect  the fact in
2001 the CEO made  extraordinary  sacrifices,  both financially in the amount of
wages that have gone unpaid, and personally,  to enable the Company to remain in
operation  given  its poor  financial  condition.  Payroll  taxes  and  employee
benefits in total increased  $6,136, or 13%, from 2000 to 2001, due primarily to
an increase in health insurance premium rates.

Total project parts and supplies expense decreased by $21,227, or 43%, from 2000
to 2001, as expenditures for funded contracts  declined by $29,353 primarily due
to the completion of the Navy contract in 2000. As a result of fewer hours being
spent on funded  contracts,  more time was spent on un-funded  research in 2001,
thus  leading  to more  purchases  of  parts  and  supplies  that  could  not be
reclassified to cost of revenue, which amounted to an increase of $8,126.

Occupancy expenses,  primarily rent, have remained relatively consistent for the
past  several  years  except for an increase in the monthly  rent in March 2000.
Rent expense is allocated  80% to R&D and 20% to G&A based on the  proportionate
share of floor space devoted to each category.

Total  depreciation,  patent  amortization,  and patent write-offs  decreased by
$10,083,  or 16%, from 2000 to 2001. The largest component is patent write-offs,
which were lower by $14,816, decreasing from $38,069 in 2000 to $23,253 in 2001.
Ongoing patent amortization  increased $5,620 from 2000 to 2001, as amortization
began on capitalized  costs for several  patents which were granted during 2001.
Depreciation expense decreased only $887 from 2000 to 2001 as there were minimal
asset additions made in 2001 and 2000.


General and administrative (G&A) expenses:

                                              2002         2001         2000
                                           ----------   ----------   ----------
  Personnel (includes stock and options):
    Employee compensation                  $  130,715   $  125,557   $  113,564
    Consulting fees                            59,778       79,186       80,836
    Amortization of deferred compensation
       from grant of stock options                          29,761       29,764
    Taxes & benefits                            8,916       10,352        9,560
                                           ----------   ----------   ----------
    Total personnel                           199,409      244,856      233,724

  Occupancy                                    10,651       10,882       11,727
  Proxy solicitation & annual meeting          17,862       19,618       19,545
  Legal fees                                   11,435        5,264        8,873
  Investor relations                           19,942        1,520
  Audit fees                                    9,180        9,450        9,150
  Stock transfer agent fees                     8,098        8,496        8,743
  Other expenses                               28,016       37,013       40,485
                                           ----------   ----------   ----------

    Total G&A                              $  304,593   $  337,099   $  332,607
                                           ==========   ==========   ==========


Comparison of 2002 to 2001

Total G&A expenses decreased by $32,506, or 10%, from 2001 to 2002, as decreases
in personnel  costs and other  expenses  were  partially  offset by increases in
professional fees.

Employee  compensation  increased  only $5,158,  or 4%, from 2001 to 2002, as an
increase in accrued  unused  vacation pay was offset in part by a decline in the
use of  part-time  clerical  help in 2002 as opposed  to 2001,  while the annual
salary and amount of bonus  awarded to the  Company's  CFO  remained the same in
both years.

Consulting fees in total decreased  $19,408,  or 25%, from 2001 to 2002. Charges
for services by the individual who serves as the Company's  director of business
development  (the same  individual  who serves as a technical  program  manager)
decreased $20,733,  or 30%, from $69,186 in 2001 to $48,453 in 2002. The Company
pays  this  consultant  part in cash  and  part in stock  options  for  business
development services. Charges paid through stock options totaled $25,625 in 2002
versus $42,120 in 2001.  With the Company's  receipt of two  significant  funded
projects during the second half of 2002, this individual spent nearly all of his
time serving as a program  manager,  resulting in the decrease in charges to G&A
for business development services from 2001 to 2002.

A further  decrease from 2001 to 2002 of $10,000 in  consulting  fees related to
the former president of the Company,  who was engaged on a part-time basis under
a consulting agreement that provided for quarterly  compensation of $5,000. This
arrangement  was  terminated  by  mutual  agreement  effective  June  30,  2001,
resulting  in  charges of $10,000  in 2001.  At the end of  September  2001 this
individual  resigned  from the position of president but remains on the Board of
Directors. In December 2001 he agreed to waive payment of the fees for 2001; the
Company  accounted for this  transaction by crediting the same amount to paid-in
capital.

These  decreases were offset in part by charges of $11,325 for services by other
consultants engaged for the first time in 2002. Such services primarily were for
accounting and computer assistance, as well as for business strategy services.

Amortization  of deferred  compensation  from grant of stock options  represents
annual  non-cash  charges in connection  with a below-market  option to purchase
stock owned by the Company's  principal  shareholder  granted in 1997 to the new
president  of the  Company  in  order  to  induce  him to  take  that  position.
Amortization of the related charges has been recorded over the five-year vesting
period of the option,  with the final portion of $29,761  having been charged to
expense in 2001.

Occupancy  expenses,  as well as proxy solicitation and annual meeting expenses,
remained relatively  unchanged from 2001 to 2002. Rent, the primary component of
occupancy  expenses,  is  allocated  80% to R&D  and  20%  to G&A  based  on the
proportionate share of floor space devoted to each category.

The Company recorded higher legal fees in 2002 versus 2001 as estimates of legal
fees  charged to expense  were found to have  exceeded  actual  billings  once a
statement was received from the Company's  securities legal counsel. The Company
had  underestimated  charges  for  2001  and  overestimated  charges  for  2002,
resulting in disproportionately higher charges recorded in 2002 versus 2001.

Charges for investor relations  services increased  substantially from $1,520 in
2001 to $19,942 in 2002  because  during the second  quarter of 2002 the Company
engaged  the  services  of an  investor  relations  firm for the first time in a
decade.  This relationship was terminated effective December 31, 2002.




Comparison of 2001 to 2000

Total G&A expenses increased by $4,492, or 1%, from 2000 to 2001, as an increase
in  personnel  costs was only  partially  offset by a decrease in legal fees and
other expenses.  The increase in employee  compensation of $11,993, or 11%, from
2000 to 2001 resulted  primarily  from a higher bonus award to the Company's CFO
($25,000  in 2001 versus  $10,000 in 2000).  The bonus is awarded in December of
each year with the  stipulation  that  payment of such  amount is to be deferred
until the Board of Directors  determines  that the Company's  cash resources are
sufficient. The 2001 bonus award was higher than in the previous year to reflect
the fact in 2001 the CFO made extraordinary sacrifices,  both financially in the
amount of wages that have gone unpaid, and personally,  to enable the Company to
remain in  operation  given its poor  financial  condition.  The increase in the
bonus  award was offset in part by a decrease in the use of  part-time  clerical
help in 2001 as opposed to 2000.

Consulting  fees  decreased  by $1,650,  or 2%,  from 2000 to 2001.  Charges for
services  by the  individual  who serves as the  Company's  director of business
development  (the same  individual  who serves as a technical  program  manager)
increased by $8,350,  from $60,836 in 2000 to $69,186 in 2001.  The Company pays
this consultant part in cash and part in stock options for business  development
services.  Charges paid through  stock  options  totaled  $42,120 in 2001 versus
$33,625 in 2000. With the Company's  receipt of two significant  funded projects
during the second half of 2002,  this  individual  spent  nearly all of his time
serving as a program  manager,  resulting  in the decrease in charges to G&A for
business  development  services  from 2001 to 2002.  This  increase  in fees was
offset by a decrease from 2001 to 2002 of $10,000 in consulting  fees related to
the former president of the Company,  who was engaged on a part-time basis under
a consulting agreement that provided for quarterly  compensation of $5,000. This
arrangement  was  terminated  by  mutual  agreement  effective  June  30,  2001,
resulting  in charges  of $10,000 in 2001 as opposed to $20,000 in 2000.  At the
end of September  2001 this  individual  resigned from the position of president
but  remains  on the Board of  Directors.  In  December  2001 he agreed to waive
payment of the fees for 2001;  the Company  accounted  for this  transaction  by
crediting the same amount to paid-in capital.

Amortization  of deferred  compensation  from grant of stock options  represents
annual  non-cash  charges in connection  with a below-market  option to purchase
stock owned by the Company's  principal  shareholder  granted in 1997 to the new
president  of the  Company  in  order  to  induce  him to  take  that  position.
Amortization of the related charges has been recorded over the five-year vesting
period of the option,  with the final portion of $29,761  having been charged to
expense in 2001.


                      CRITICAL ACCOUNTING POLICIES

A complete summary of significant accounting policies implemented by the Company
is presented in Note 2 to the  accompanying  financial  statements.  The Company
considers  the  following  policies  included  in that  summary  to be  critical
accounting policies:

Patents:  The  costs  associated  with the  filing of  patent  applications  are
deferred.  Amortization is recorded on a straight-line  basis over the remaining
legal life of  patents,  commencing  in the year in which the patent is granted.
Costs  related to patent  applications  which  ultimately  fail to result in the
grant of a patent,  as well as the unamortized costs of patents abandoned by the
Company due to lack of expected commercial potential,  are charged to operations
at the time such determination is made.

Revenue   recognition:   Revenue  derived  from  development  and  demonstration
contracts is recognized upon the Company's  completion of the milestones  and/or
submission of progress reports specified in each contract. Development contracts
are executed for funding supplied by a United States Government or Department of
Defense  (the  "Government")  agency or prime  contractor  for  proof-of-concept
demonstration  programs.  Revenue and costs for these contracts that require the
Company to provide  stipulated  services for a fixed price have been  recognized
using the  percentage-of-completion  method of accounting  by relating  contract
costs  incurred  to  date to  total  estimated  contract  costs  at  completion.
Contracts which are based on costs incurred are subject to post-award  audit and
potential price  redetermination.  In connection with contracts in progress, any
excess of billings over costs incurred is recorded as a current liability, while
any excess of costs  incurred over billings is recorded as a current  asset,  at
the financial statement date. In the opinion of management, adjustments, if any,
on completed contracts would not have a material adverse effect on the Company's
financial position or results of operations.  Commercial  development  contracts
are executed in situations in which an engine manufacturer is willing to provide
funding to partially  offset the  development  costs  incurred by the Company in
applying  its  technology  to  one  of the  manufacturer's  engines.  Generally,
commercial  development  contracts  require the Company to demonstrate  that the
manufacturer's  engine,  when modified with the Company's  technology,  can meet
certain emissions reduction and performance goals specified in the contract.  In
addition, these contracts sometimes provide that payment of part of the contract
amount will be made only if the Company meets the specified  goals.  The Company
is not required to repay any funds received in connection  with its  development
contracts.


                      ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

A summary of recent  accounting  pronouncements  is  presented  in Note 2 to the
accompanying financial statements.

The Company may in the future adopt Statement of Financial  Accounting Standards
(SFAS) No. 123 - "Accounting for Stock-based  Compensation",  which provides for
the fair value based method of accounting  to be applied to the Company's  stock
option grants and other stock-based compensation.  As detailed in Note 14 to the
accompanying   financial  statements,   the  Company  has  been  accounting  for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles Board (APB) Opinion No. 25 - "Accounting for Stock Issued
to Employees". Under APB No. 25, compensation cost is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of grant over
the exercise price of the option granted.  Compensation  cost for stock options,
if any, is  recognized  ratably over the vesting  period.  The Company  provides
additional  pro forma  disclosures as required under SFAS No. 123 to present net
loss and net loss per share as  determined  by applying  the fair  valued  based
method of accounting.

SFAS No.  148 -  "Accounting  for  Stock-based  Compensation  -  Transition  and
Disclosure", issued in December 2002, amends SFAS No. 123 to provide alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock options and other stock-based employee compensation.  SFAS,
effective for financial  statements  for fiscal years ending after  December 15,
2002,  enables  companies to recognize  expense for the fair value of their past
and present  stock  option  awards as soon as the  conversion  to the fair value
based  method is made.  The  adoption  by the  Company in the future of the fair
value based method under SFAS No. 123 pursuant to the provisions of SFAS No. 148
is expected to have a material impact on its financial statements.

The   adoption  by  the   Company  in  fiscal  2003  of  other  new   accounting
pronouncements  which have a delayed  effective  date is not  expected to have a
material impact on its financial statements.




ITEM 7. FINANCIAL STATEMENTS


Index to financial statements:

   Reports of independent accountants

   Financial statements:

     Balance sheets as of December 31, 2002 and 2001

     Statements of operations and accumulated deficit for the three years
       ended December 31, 2002

     Statements of paid-in capital for the three years ended December 31, 2002

     Statements of cash flows for the three years ended December 31, 2002

     Notes to financial statements


























                         REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Sonex Research, Inc.

We have audited the  accompanying  balance  sheet of Sonex  Research,  Inc. (the
"Company") as of December 31, 2002, and the related statements of operations and
accumulated  deficit,  paid-in  capital  and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Sonex  Research,  Inc. as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 3 to the
financial  statements,  the Company's ability to generate sufficient revenue and
ultimately  achieve profitable  operations  remains  uncertain.  The Company has
incurred  significant  net losses  since its  inception.  The  Company's  future
prospects  depend upon its ability to  demonstrate  commercial  viability of its
products and ultimately achieve profitable  operations,  which raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



HAUSSER + TAYLOR LLP

Cleveland, Ohio
March 21, 2003










                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Sonex Research, Inc.

We have audited the  accompanying  balance  sheet of Sonex  Research,  Inc. (the
"Company") as of December 31, 2001 and the related  statements of operations and
accumulated deficit, paid-in capital and cash flows for the years ended December
31,  2001  and  2000,   respectively.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  auditing standards generally
accepted in the United  States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence  supporting the  amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by management,  as well as  evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Sonex  Research,  Inc. as of
December 31, 2001,  and the results of its operations and its cash flows for the
years  ended  December  31,  2001 and 2000,  respectively,  in  conformity  with
accounting principles generally accepted in the United  States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 3 to the
financial  statements,  the Company's ability to generate sufficient revenue and
ultimately  achieve profitable  operations  remains  uncertain.  The Company has
incurred  significant  net losses  since its  inception.  The  Company's  future
prospects  depend upon its ability to  demonstrate  commercial  viability of its
products and ultimately achieve profitable  operations,  which raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




C. L. STEWART & COMPANY

Annapolis, Maryland
April 10, 2002









                              SONEX RESEARCH, INC.
                                 BALANCE SHEETS

                                                             December 31,
                                                     --------------------------
                                                          2002          2001
                                                     ------------  ------------
                           ASSETS
Current assets
  Cash and equivalents                               $    105,998  $      3,355
  Accounts receivable                                      64,702        37,828
  Prepaid expenses                                         25,814        25,783
  Loans to officers and employees (Note 4)                 22,500        22,500
                                                     ------------  ------------
      Total current assets                                219,014        89,466

Patents (Note 6)                                          203,623       204,088
Property and equipment (Note 7)                            58,808        57,249
                                                     ------------  ------------
Total assets                                         $    481,445  $    350,803
                                                     ============  ============

        LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current liabilities
  Accounts payable and other accrued liabilities     $     36,322  $     38,923
  Deferred revenue - billings in excess of costs
    and estimated profits on contracts in progress
    (Note 8)                                               66,587
  Current portion of capital lease obligations              5,657
  Notes payable to shareholder (Note 9)                    37,327
  Accrued compensation and benefits (Note 10)             427,397       229,228
                                                     ------------  ------------
      Total current liabilities                           573,290       268,151
                                                     ------------  ------------
Capital lease obligations                                  10,985
                                                     ------------
Deferred compensation (Note 11)                           906,856       857,944
                                                     ------------  ------------
Stockholders' equity/(deficit)
  Preferred stock, $.01 par value, 2,000,000
    shares authorized and issued, 1,540,001
    shares outstanding                                     15,400        15,400
  Common stock, $.01 par value, 48,000,000 shares
    authorized, shares issued and outstanding:
    21,592,669 in 2002 and 21,212,669 in 2001             215,927       212,127
  Additional paid-in capital                           21,420,742    21,334,577
  Accumulated deficit                                 (22,640,911)  (22,319,271)
  Notes receivable from officers and
    employees (Note 5)                                    (20,844)      (18,125)
                                                     ------------  ------------
    Total stockholders' equity/(deficit)               (1,009,686)     (775,292)
Commitments (Note 16)
                                                     ------------  ------------
Total liabilities and stockholders'equity/(deficit)  $    481,445  $    350,803
                                                     ============  ============

    The accompanying notes are an integral part of the financial statements.
                            SONEX RESEARCH, INC.
               STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT



                                               Year ended December 31,
                                      -----------------------------------------
                                          2002          2001           2000
                                      ------------  ------------   ------------
Revenue
     Defense/government               $    471,912  $    145,291   $    337,898
     Commercial                                          100,000         70,000
                                      ------------  ------------   ------------
                                           471,912       245,291        407,898
                                      ------------  ------------   ------------

Costs and expenses

     Cost of revenue                       266,837       164,698        302,994
     Research and development              224,881       435,249        379,087
     General and administrative            304,593       337,099        332,607
                                      ------------  ------------   ------------
                                           796,311       937,046      1,014,688
                                      ------------  ------------   ------------

Net loss from operations                  (324,399)     (691,755)      (606,790)

Investment income                            2,759         1,400          4,860
                                      ------------  ------------   ------------

Net loss                                  (321,640)     (690,355)      (601,930)

Accumulated deficit
     Beginning of period               (22,319,271)  (21,628,916)   (21,026,986)
                                      ------------  ------------   ------------

     End of period                    $(22,640,911) $(22,319,271)  $(21,628,916)
                                      ============  ============   ============


Weighted average number of common
     shares outstanding                 21,495,529    20,224,090     18,472,727
                                        ==========    ==========     ==========


Net loss per share (basic and diluted)     $ (.015)      $ (.034)       $ (.033)
                                           =======       =======        =======


    The accompanying notes are an integral part of the financial statements.







                            SONEX RESEARCH, INC.
                        STATEMENTS OF PAID-IN CAPITAL



                         Price  Preferred stock   Common stock      Additional
                          per  ($.01 per share)  (.01 par value)      paid-in
                         share  Shares   Amount   Shares    Amount    capital
                         ----- -------- ------- ---------- -------- -----------

Balance, January 1, 2000      1,540,001 $15,400 18,008,169 $180,082 $20,430,476

February exercise of
 warrants                 $.35                     285,000    2,850      96,900
March for services         .40                      24,130      241      10,125
June exercise of warrants  .375                    196,667    1,967      71,783
June exercise of warrants
 for notes                 .375                     48,333      483      17,642
June for services          .41                      31,538      315      12,695
September for services     .24                      56,877      569      13,181
December private placement .25                     775,000    7,750     186,000
December for services      .25                      54,154      542      12,996
Stock option compensation                                                45,875
Amortization of deferred
 compensation from grant
 of stock options                                                        29,764
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2000    1,540,001  15,400 19,479,868  194,799  20,927,437

March private placement    .25                     300,000    3,000      72,000
March for services         .25                      54,577      546      13,098
April private placement    .25                     125,000    1,250      30,000
June private placement     .20                     325,000    3,250      61,750
June for services          .29                      44,916      449      12,667
August payment of stock
 subscription              .20                      25,000      250       4,750
September for services     .25                      55,000      550      13,200
October private placement  .15                     750,000    7,500     105,000
December for services      .25                      53,308      533      12,794
December forgiveness of
 payables                                                                10,000
Stock option compensation                                                42,120
Amortization of deferred
 compensation from grant
 of stock options                                                        29,761
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2001    1,540,001  15,400 21,212,669  212,127  21,334,577

March private placement    .15                     360,000    3,600      50,400
May for services           .25                      12,000      120       2,880
July for services          .25                       8,000       80       1,920
Stock option compensation                                                30,965
                              --------- ------- ---------- -------- -----------
Balance, December 31, 2002    1,540,001 $15,400 21,592,669 $215,927 $21,420,742
                              ========= ======= ========== ======== ===========

    The accompanying notes are an integral part of the financial statements.
                          SONEX RESEARCH, INC.
                        STATEMENTS OF CASH FLOWS

                                                     Year ended December 31,
                                                -------------------------------
                                                   2002       2001       2000
                                                ---------  ---------  ---------
Cash flows from operating activities
 Net loss                                       $(321,640) $(690,355) $(601,930)
 Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities
  Depreciation                                     17,956     15,441     16,328
  Amortization of patents                          17,177     36,885     46,091
  Amortization of deferred compensation
    from grant of stock options                               29,761     29,764
  Current charges paid in stock or options         35,965     95,957     96,539
  Accrued interest on loans to/notes
    from employees                                 (2,719)
  Accrued interest on notes to shareholder          1,327
  (Increase) decrease in accounts receivable      (26,874)   (20,488)    60,121
  (Increase) decrease in prepaid expenses             (32)     1,359      2,694
  Increase (decrease) in accrued liabilities      195,569    128,569     10,989
  Increase (decrease) in billings in excess of
     costs on contracts in progress                66,587
  Increase (decrease) in deferred compensation     48,912     47,100     47,100
                                                ---------  ---------  ---------
Net cash provided by (used in)
 operating activities                              32,228   (355,771)  (292,304)
                                                ---------  ---------  ---------
Cash flows from investing activities
 Acquisition of property and equipment             (1,869)    (3,664)    (1,386)
 Additions to patents                             (16,712)   (25,266)   (42,022)
                                                ---------  ---------  ---------
Net cash used in investing activities             (18,581)   (28,930)   (43,408)
                                                ---------  ---------  ---------
Cash flows from financing activities
 Issuance of stock - private placements            54,000    288,750    193,750
 Issuance of stock - exercise of warrants                               173,500
 Issuance of notes payable to shareholder          36,000
 Reduction of capital lease obligations            (1,004)
 Forgiveness of payables                                      10,000
                                                ---------  ---------  ---------
Net cash provided by financing activities          88,996    298,750    367,250
                                                ---------  ---------  ---------

Increase (decrease) in cash                       102,643    (85,951)    31,538

Cash at beginning of period                         3,355     89,306     57,768
                                                ---------  ---------  ---------

Cash at end of period                           $ 105,998  $   3,355  $  89,306
                                                =========  =========  =========
Non-cash transactions - equipment acquired
 through capital lease obligation               $  17,646
                                                =========

    The accompanying notes are an integral part of the financial statements.
                          SONEX RESEARCH, INC.
                      NOTES TO FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY

Sonex Research, Inc. has developed a proprietary technology,  known as the Sonex
Combustion  System  (SCS),  which  improves the  combustion  of fuel in internal
combustion  engines through  modification of the pistons in large engines or the
cylinder  heads  in small  engines.  The SCS  achieves  in-cylinder  control  of
ignition and  combustion  to increase fuel mileage of gasoline  engines,  reduce
emissions of diesel engines,  and permit small gasoline  engines to run on safer
diesel-type  fuels. The Company's  objective is to execute broad agreements with
engine and parts manufacturers for industrial production of SCS components under
license from Sonex.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of financial statements:  Certain reclassifications have been made
to the financial statements of the prior years to conform to the classifications
used in 2002, most notably the  reclassification  of amounts in the Statement of
Operations from Research and Development to Cost of Revenue.

Cash and equivalents:  The  Company's  By-Laws  restrict  the types of permitted
investments to securities issued by the U.S. Treasury,  savings accounts insured
by the U.S.  Government,  or investment  companies that invest in obligations of
the U.S. Government or its agencies.  The Federal Deposit Insurance  Corporation
(FDIC) insures bank balances up to $100,000. At any point in time, the Company's
bank balances may exceed the FDIC  insurance  limit.  The Company  considers all
short-term,  highly liquid  investments  which are convertible  into cash within
three months or less to be cash equivalents.

Patents:  The costs  associated  with the  filing  of  patent  applications  are
deferred.  Amortization is recorded on a straight-line  basis over the remaining
legal life of  patents,  commencing  in the year in which the patent is granted.
Costs  related to patent  applications  which  ultimately  fail to result in the
grant of a patent,  as well as the unamortized costs of patents abandoned by the
Company due to lack of expected commercial potential,  are charged to operations
at the time such determination is made.

Property and equipment: Property and equipment is stated at cost or, in the case
of leased  equipment under capital leases,  at the present value of future lease
payments,  less  accumulated  depreciation.  Major renewals and  betterments are
capitalized  and ordinary  repair and  maintenance  expenditures  are charged to
operations in the year  incurred.  Depreciation  is computed  using the straight
line method over useful lives of three to seven years.

Revenue recognition:Revenue derived from development and demonstration contracts
is recognized upon the Company's  completion of the milestones and/or submission
of progress  reports  specified  in each  contract.  Development  contracts  are
executed for funding  supplied by a United  States  Government  or Department of
Defense  (the  "Government")  agency or prime  contractor  for  proof-of-concept
demonstration  programs.  Revenue and costs for these contracts that require the
Company to provide  stipulated  services for a fixed price have been  recognized
using the  percentage-of-completion  method of accounting  by relating  contract
costs  incurred  to  date to  total  estimated  contract  costs  at  completion.
Contracts which are based on costs incurred are subject to post-award  audit and
potential price  redetermination.  In connection with contracts in progress, any
excess of billings over costs incurred is recorded as a current liability, while
any excess of costs  incurred over billings is recorded as a current  asset,  at
the financial statement date. In the opinion of management, adjustments, if any,
on completed contracts would not have a material adverse effect on the Company's
financial position or results of operations.

Commercial  development  contracts are executed in situations in which an engine
manufacturer is willing to provide  funding to partially  offset the development
costs  incurred  by  the  Company  in  applying  its  technology  to  one of the
manufacturer's engines. Generally,  commercial development contracts require the
Company to demonstrate that the  manufacturer's  engine,  when modified with the
Company's technology, can meet certain emissions reduction and performance goals
specified in the contract.  In addition,  these contracts sometimes provide that
payment of part of the  contract  amount will be made only if the Company  meets
the specified  goals. The Company is not required to repay any funds received in
connection with its development contracts.


Stock-based compensation:The Company accounts for stock-based compensation using
the  intrinsic  value method  prescribed in  Accounting  Principles  Board (APB)
Opinion No. 25 - "Accounting  for Stock Issued to Employees".  Under APB No. 25,
compensation  cost is measured as the excess, if any, of the quoted market price
of the  Company's  stock  at the date of grant  over the  exercise  price of the
option  granted.  Compensation  cost for stock  options,  if any, is  recognized
ratably  over the vesting  period.  The Company  provides  additional  pro forma
disclosures as required under Statement of Financial Accounting Standards (SFAS)
No. 123 - "Accounting for Stock-based Compensation".

Net loss per share:  Net loss per  share is  computed  based  upon the  weighted
average  number of  common  shares  outstanding  during  the  year.  Potentially
dilutive  securities,  which include convertible  preferred stock, stock options
and  warrants,  would serve to reduce the loss per share and,  accordingly,  are
excluded from the computation.

Use of estimates:  The preparation of financial  statements  in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements and notes.  Actual results may differ from
those estimates.

Major customers:During 2002 the Company's primary customers were branches of the
U.S. government and military or their prime contractors. Revenues generated from
such  customers  under  three  contracts-in-progress  represented  83% of  total
revenues in 2002.

Concentration of credit risk:  The  Company  maintains  part of its cash in bank
deposit  accounts at  financial  institutions.  At times,  the  balances in such
accounts may exceed the FDIC insurance  limitation of $100,000 per account.  The
Company's  accounts   receivable  at  December  31,  2002  consist  entirely  of
uncollateralized  customer  obligations  due under  normal  business  terms from
branches of the U.S.  government and military or their prime contractors.  Based
on  the  Company's  collection  experience  and  the  creditworthiness  of  such
customers,  management  concluded  that no allowance  for doubtful  accounts was
necessary.

New accounting standards: In June 2001 the Financial Accounting Standards Board
("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS
No. 142,  goodwill and intangible  assets deemed to have indefinite lives are no
longer amortized but are subject to periodic  impairment tests. Other intangible
assets continue to be amortized over their useful lives.

In August 2001 the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations," which is effective the first quarter of fiscal year 2003. SFAS 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
cost.

In October 2001 the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-lived  Assets," which was adopted by the Company in 2001.  SFAS
No.  144  supercedes  SFAS  No.  121 and  modifies  and  expands  the  financial
accounting  and  reporting for the  impairment or disposal of long-lived  assets
other than goodwill.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
Provisions  of SFAS No. 145 become  effective  in 2002 and 2003.  Under SFAS No.
145,  gains and losses from the  extinguishment  of debt should be classified as
extraordinary  items only if they meet the  criteria  of  Accounting  Principles
Board  Opinion  No. 30. SFAS No. 145 also  addresses  financial  accounting  and
reporting for capital  leases that are modified in such a way as to give rise to
a new agreement classified as an operating lease.

In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which is effective for exit or disposal activities
initiated after December 31, 2002.  SFAS No. 146 nullifies  Emerging Issues Task
Force Issue No. 94-3,  "Liability  Recognition for Certain Employee  Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a  Restructuring)."  Under  SFAS No.  146,  a  liability  is  required  to be
recognized for costs,  including  certain lease  termination  costs and employee
termination  benefits,  associated  with an exit or disposal  activity  when the
liability is  incurred.  SFAS No. 146 applies to costs  associated  with an exit
activity  that  does  not  involve  an  entity  newly  acquired  in  a  business
combination or with a retirement or disposal  activity  covered by SFAS Nos. 143
and 144.

In  November  2002,  the FASB issued FIN 45,  which  expands  previously  issued
accounting guidance and disclosure  requirements for certain guarantees.  FIN 45
requires  the  recognition  of an  initial  liability  for the fair  value of an
obligation assumed by issuing a guarantee. The provision for initial recognition
and  measurement  of the  liability  will be applied on a  prospective  basis to
guarantees issued or modified after December 31, 2002.

The adoption of these new standards did not, or is not expected to,  materially
affect the Company's financial position and results of operations.

In December 2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based,
Compensation - Transition and Disclosure," that amends SFAS No. 123, "Accounting
for Stock-Based  Compensation," to provide  alternative methods of transition to
the fair value method of accounting for stock-based employee compensation.  SFAS
No. 148 also amends the  disclosure  provisions  of SFAS No. 123 and APB Opinion
No. 28, "Interim  Financial  Reporting," to require disclosure in the summary of
significant  accounting policies of the effects of an entity's accounting policy
with respect to  stock-based  employee  compensation  on reported net income and
earnings per share in annual and interim  financial  statements.  The  Statement
does not amend SFAS No. 123 to require  companies to account for employee  stock
options using the fair value method. The Statement is effective for fiscal years
beginning after December 15, 2002. The voluntary adoption by the  Company in the
future  of  the  fair value  based  method  under  SFAS  No. 123 pursuant to the
provisions  of  SFAS  No. 148  is  expected  to  have  a  material impact on its
financial statements.


NOTE 3 - LIQUIDITY

Management  recognizes that the Company's history of operating losses,  level of
available funds, and revenue from current and future  contracts,  in relation to
projected  expenditures,  raise substantial doubt as to the Company's ability to
commence generation of significant  revenues from the  commercialization  of the
SCS and ultimately achieve profitable operations.  Accordingly, the Company will
continue to minimize its  operating  expenditures  through a number of measures,
including the ongoing  deferral by its officers of portions of their salaries as
described in Notes 10 and 11.

Based upon  available  resources,  current and projected  spending  levels,  and
expected revenue from current and anticipated contracts, management believes the
Company will have  sufficient  capital to fund  operations  until  approximately
December 31, 2003. The Company's  prospects  beyond that time are dependent upon
its  ability  to  enter  into  significant  funded  contracts  for  the  further
development  of its  SCS  technology,  establish  joint  ventures  or  strategic
partnerships with major industrial concerns, or secure a major capital infusion.
There is no assurance that the Company will be able to achieve these objectives;
therefore,  there  remains  substantial  doubt  about the  Company's  ability to
continue as a going concern.


NOTE 4 - LOANS TO OFFICERS AND EMPLOYEES

Loans to officers  and  employees  represent  the  remaining  balance of amounts
advanced in prior years for the  payment of income tax  liabilities  incurred by
these  individuals  upon their receipt of  compensation in the form of shares of
the Company's  common stock.  The loans,  which are  non-interest  bearing,  are
secured by deferred  salaries payable to each of the borrowers.  The due date of
the loans was recently extended to December 31, 2003.


NOTE 5 - NOTES RECEIVABLE FROM OFFICERS AND EMPLOYEES

In connection  with the exercise of warrants to purchase  shares of common stock
in June 2000 (see Note 13), the Company accepted notes receivable from its chief
financial  officer  and two other  employees  aggregating  $18,125.  The  notes,
payable on or before June 30, 2005,  are secured by the shares issuable upon the
exercise  of  the  warrants  and  deferred  salaries  payable  to  each  of  the
individuals.  Interest on  the notes is charged at 6% per annum, with a total of
$2,719 having been accrued as of December 31, 2002.

Because  these notes  receivable  arise from the issuance of common  stock,  the
amounts are  presented in the  accompanying  balance  sheet as  deductions  from
stockholders' equity/(deficit).

NOTE 6 - PATENTS

The costs  capitalized  by the Company in  connection  with the filing of patent
applications  consist  primarily of charges for services of patent attorneys and
filing fees paid to countries.  The net unamortized capitalized costs of patents
is comprised of the following:

                                                     December 31,
                                               ------------------------
                                                  2002          2001
                                               ----------    ----------

      Capitalized costs                        $  264,532    $  251,243
      Accumulated amortization                    (60,909)      (47,155)
                                               ----------    ----------

                                               $  203,623    $  204,088
                                               ==========    ==========


Amortization of patent costs was $13,754 in 2002, $13,632 in 2001, and $8,022 in
2000.  Annual  patent cost  amortization  is  expected to range from  $12,000 to
$15,000 over the next five years.

The Company  continues to conduct its own research  and  development  activities
which  have  resulted  in   additional   patents.   Development   of  commercial
applications  of  certain  elements  of the SCS  has  commenced  and  management
believes  the  capitalized  cost of patents will be  recovered  through  revenue
derived from the  licensing of the  underlying  technology.  Management  closely
monitors the patent  application  process and other factors which may affect the
economic value of the Company's technology,  and reduces the capitalized cost of
patents  should  the  recovery  of such  costs  no  longer  be  sustainable.  In
connection  with  patents  abandoned  by the  Company  due to lack  of  expected
commercial  potential,  unamortized costs of $3,423 in 2002, $23,253 in 2001 and
$38,069  in  2000  were  charged  to  operations  and  reflected  as  additional
amortization in the accompanying financial statements.


NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                     December 31,
                                               ------------------------
                                                  2002          2001
                                               ----------    ----------

      Shop equipment                           $  474,940    $  460,821
      Office equipment                             22,225        36,900
                                               ----------    ----------
                                                  497,165       497,721
      Accumulated depreciation                   (438,357)     (440,472)
                                               ----------    ----------

                                               $   58,808    $   57,249
                                               ==========    ==========

NOTE 8 - DEFERRED REVENUE

In connection with  development  and  demonstration  contracts in progress,  the
Company  records the gross amount of any excess of billings over costs  incurred
and estimated profit or loss as deferred revenue, a current liability, while any
excess of costs  incurred  over  billings is recorded  as a current  asset.  The
$66,587  balance of  deferred  revenue as of December  31, 2002  consists of the
excess of billings  ($401,858) over costs incurred and estimated  profit or loss
($335,271)  on two  contracts  in  progress.  Such  amounts  are  expected to be
recognized as revenue during 2003 as the contracts are completed.  There were no
contracts for which costs and estimated profits incurred exceeded billings as of
December 31, 2002.


NOTE 9 - NOTES PAYABLE TO SHAREHOLDER

In connection with a private placement in March 2002 as detailed in Note 13, the
Company  issued a $6,000  note,  initially  payable  on June 30,  2002,  that is
convertible to equity at the option of the holder.  The due date of the note has
been extended  several times and is currently due on June 30, 2003. The note has
an interest rate of 6%, with a total of $275 in interest  having accrued through
December 31, 2002.  In July 2002 the Company  issued a $30,000 note to this same
shareholder payable initially on January 31, 2003. The due date of the note also
has been  extended to June 30, 2003.  This note carries an interest  rate of 8%,
with a total of $1,052 in interest having accrued through December 31, 2002.
Payment of both notes is secured by Company revenues.


NOTE 10 - ACCRUED COMPENSATION AND BENEFITS

Accrued  compensation  consists of the following  amounts payable to current and
former employees:



                                                     December 31,
                                               ------------------------
                                                  2002          2001
                                               ----------    ----------

      Accrued wages                            $  235,515    $   80,228
      Accrued consulting fees                      31,737         8,000
      Accrued bonuses                              95,499        83,000
      Accrued vacation pay                         64,646        58,000
                                               ----------    ----------

                                               $  427,397    $  229,228
                                               ==========    ==========


From early 2001 through late in 2002, the Company's officers  voluntarily and at
their own  discretion  deferred  receipt of payment of  significant  portions of
their  current wages to reduce the Company's  monthly cash  requirements.  Since
December  2002,  the Company's  chief  financial  officer has been receiving his
current wages,  while the Company's chief executive officer continues to defer a
significant  portion of his current  wages.  Such wages payable to the Company's
officers  totaling  $199,992  are  included in the total of accrued  wages as of
December  31,  2002 and are  payable  upon  demand.  The  continued  deferral of
portions  of current  wages by the  Company's  officers  cannot be  expected  to
continue  indefinitely,  and the Company  will be  required to pay such  accrued
wages as soon as cash flow permits.  The amount and timing of such payments will
be determined at the  discretion  of the  Company's  officers,  as these accrued
wages are not  subject  to the terms of the  Company's  written  agreement  with
current and former  employees to defer payment of portions of their  salaries as
described  in Note 11.  Similar  arrangements  exist for  consulting  fees,  the
majority  of which  amounts  are  payable  to the  individual  who serves as the
Company's director of business development on a part-time basis.

In December of each of the last three years,  the Company awarded bonuses to its
officers and employees with the  stipulation  that payment of such bonuses is to
be deferred  until the Board of Directors  determines  that the  Company's  cash
resources are sufficient to enable such  payments.  During 2001 the Company paid
$12,500 of the bonuses  accrued as of the previous  year-end,  portions of which
payments  represented the conversion of accrued bonuses to equity. In connection
with a private  placement in March 2002 as detailed in Note 13, the Company paid
$22,500 of accrued  bonuses and $4,500 of accrued  consulting  fees  through the
conversion  of such amounts to equity.  The amount of accrued  bonuses  included
above that was payable to the  Company's  officers at December 31, 2002 and 2001
was $72,500 and $67,500, respectively.

The Company's only liability to employees for future compensated absences is for
accrued but unused  vacation pay. The amount of vacation pay earned by employees
is  determined  by job  classification  and length of service.  Such amounts are
payable upon  termination  of employment and are not subject to the terms of the
Company's  written  agreement with current and former employees to defer payment
of portions of their  salaries  as  described  in Note 11. The amount of accrued
vacation  included above that was payable to the Company's  officers at December
31, 2002 and 2001 was $48,856 and $41,406, respectively.


NOTE 11 - DEFERRED COMPENSATION

In order to help  conserve  the  Company's  limited cash  resources,  all of the
Company's  current  and  former  officers  and  certain of the  Company's  other
employees  for several  years have  voluntarily  deferred  receipt of payment of
significant  portions of their authorized  annual salaries at the request of the

Board of  Directors.  A written  agreement  between  these  individuals  and the
Company  was first  executed  in 1992 in  connection  with an  indispensable  $2
million  private  investment made by a venture capital group in exchange for the
issuance of a new class of convertible  preferred stock as described in Note 13.
The individuals who are parties to this agreement have consented to the deferral
of payment of amounts so  accumulated  until the Company has received  licensing
revenue of at least $2 million or at such earlier date as the Board of Directors
determines that the Company's cash flow is sufficient to allow such payment.

Deferred compensation outstanding is payable to the following classifications of
personnel:


                                                     December 31,
                                               ------------------------
                                                  2002          2001
                                               ----------    ----------

      Current officers                         $  574,249    $  525,337
      Current employees and consultants            31,864        62,088
      Former officers and other employees         300,743       270,519
                                               ----------    ----------

                                               $  906,856    $  857,944
                                               ==========    ==========

Since January 1, 1997 there has been no further  deferral of salary requested of
the Company's non-officer employees. The conditions that would require repayment
of deferred  amounts have yet to occur,  and it is unlikely that such conditions
will occur prior to December 31, 2003.  Accordingly,  such deferred compensation
is  reported  separately  in the  accompanying  balance  sheet as a  non-current
liability.

At the  conclusion  of a legal  challenge by two former  officers of the Company
initiated  in  1993  demanding  full  payment  of  deferred  salaries  upon  the
termination of their  employment,  in 1996 the Maryland Court of Special Appeals
rejected this demand and ruled that the written agreement to defer  compensation
was a valid and enforceable contract.


NOTE 12 - INCOME TAXES

The  Company  has not  incurred  any  federal or state  income  taxes  since its
inception  due to operating  losses.  At December 31, 2002,  the Company had net
operating loss ("NOL") carryforwards of approximately $12.5 million available to
offset  future  taxable  income.  Net  operating  losses  generated  in 1998 and
subsequent  years  may be  carried  forward  twenty  years,  while  such  losses
generated  in 1997 and prior  years may be carried  forward  fifteen  years.  If
certain substantial changes in the Company's ownership should occur, there would
be an  annual  limitation  on the  amount  of  the  carryforwards  which  can be
utilized.  Sales of  marketable  securities  have also  generated  capital  loss
carryforwards for income tax purposes. Capital loss carryforwards,  which expire
after five years, may only be used to offset future capital gains. The Company's
tax loss carryforwards are summarized as follows:


     Expiration                        NOL's          Capital
     ----------                   ------------       ---------

        2003                      $  1,344,816       $ 365,147
        2004                         1,185,181          14,970
        2005                           900,267
        2006                         1,060,169
     2007 - 2012                     6,035,290
     2018 - 2022                     1,937,079
                                  ------------       ---------
                                  $ 12,462,802       $ 380,117
                                  ============       =========

The difference between the net operating loss carryforwards  described above and
the  accumulated   deficit  reported  in  these  financial   statements  results
principally  from  (1)  temporary  differences  for  income  tax  and  financial
reporting  purposes  relating  to the  amounts  and timing of  deductibility  of
deferred  salaries and compensation  related to the grant of stock options,  and
the  differences in the  accounting  for the Company's  investment in its former
consolidated subsidiary for income tax and financial reporting purposes, and (2)
permanent  differences  principally due to the  non-deductibility for income tax
purposes of a significant  charge to operations for debt conversion expense in a
prior year and the  non-deductibility of compensation related to the exercise of
stock options recorded previously in the Company's accounts.

The  potential  income tax  benefit of these loss  carryforwards  and  temporary
differences of approximately $4.8 million has not been recorded in the financial
statements  due  to the  uncertainty  of  realization  based  on  the  Company's
financial  performance  to date.  Since 1995 net  operating  loss  carryforwards
aggregating  $6,619,599 have expired unused, as have capital loss  carryforwards
of $335,081.


NOTE 13 - CAPITAL STOCK

Authorized capital stock:The Company is presently authorized to issue 48 million
shares of $.01 par  value  common  stock and 2 million  shares of $.01 par value
convertible  preferred stock.  All of the authorized  shares of preferred stock,
along  with  common  stock  purchase  warrants,  were  issued  for $2 million in
February  1992  (the  "Preferred  Stock   Investment")  to  a  small  number  of
individuals  who  qualified as  "accredited  investors"  pursuant to Rule 501 of
Regulation  D of the  Securities  Act  of  1933  (the  "Act")  and to  Proactive
Partners,  L.P.  and  certain of its  affiliates  ("Proactive"),  who became the
largest  beneficial  owner  of the  Company's  common  stock  by  virtue  of the
acquisition  of the  convertible  preferred  stock  and  common  stock  purchase
warrants.

The preferred  stock has priority in liquidation  over the common stock,  but it
carries no stated  dividend.  The holders of the  preferred  stock,  voting as a
separate class,  have the right to elect that number of directors of the Company
which  represents a majority of the total  number of  directors.  The  preferred
stock is  convertible  at any time at the option of the holder into common stock
at the rate of $.35 per share of common  stock.  As of December 31, 2002 a total
of 459,999 shares of preferred stock had been converted into 1,314,278 shares of
common stock.

Exercise of warrants; Private placements of common equity:  In February 2000 the
Company  received  cash  proceeds  of $99,750  from the  exercise of warrants to
purchase  285,000  shares of its common  stock at an exercise  price of $.35 per
share.  In June 2000 the Company  received  cash  proceeds  of $73,750  from the
exercise of warrants to purchase  196,667 shares,  and accepted  five-year notes
receivable  aggregating  $18,125 from its chief financial  officer and two other
employees  (see Note 5) for the exercise of warrants to purchase  48,333 shares,
of its common stock, all at a price of $.375 per share.

In December  2000 the Company  completed a private  financing in which it raised
$193,750 from a small number of the Company's shareholders,  including its chief
executive  officer and chief  financial  officer,  most of whom  participated in
previous  private  financings of the Company.  A total of 775,000  shares of the
Company's common stock and five-year  warrants to purchase an additional 387,500
shares  of common  stock at $.50 per share  were  issued in this  financing.  No
separate value has been  reflected in the financial  statements for the warrants
issued in the above transaction  based on management's  belief that the separate
fair value of such warrants is not significant.

In a private  financing  during March and April 2001 the Company raised $106,250
from a small number of the Company's shareholders, including its chief executive
officer  and chief  financial  officer,  most of whom  participated  in previous
private  financings of the Company.  A total of 425,000  shares of the Company's
common stock and five-year  warrants to purchase an additional 425,000 shares of
common stock at $.50 per share were issued in this financing.

In a private  financing in June 2001 the Company issued 350,000 shares of common
stock for proceeds of $70,000 received from a small group of the Company's local
shareholders,  most of whom  participated in previous private  financings of the
Company. A portion of the proceeds was in the form of a subscription  receivable
of $5,000, which amount was received in August 2001.

In a private  financing in October  2001 the Company  issued  750,000  shares of
common  stock  for  proceeds  of  $112,500  received  from a small  group of the
Company's local  shareholders,  including its chief executive  officer and chief
financial  officer,  most of whom participated in previous private financings of
the Company.

In a private  financing at the end of March 2002,  the Company raised capital of
$60,000,  including $27,000 in cash investments,  $27,000 from the conversion to
equity of accrued liabilities to officers,  employees and consultants,  and cash
proceeds of $6,000 through the issuance of a short-term note that is convertible
to  equity  at the  option  of the  holder.  A total of  360,000  shares  of the
Company's common stock and five-year  warrants to purchase an additional 180,000
shares of common  stock at $.25 per share  were  issued in this  financing,  and
60,000 shares were reserved for future  issuance upon the conversion of the note
payable to common stock and a warrant to purchase common stock.

The offer and sale of the shares of common stock and warrants to purchase shares
of common  stock in  connection  with each of the private  financings  described
above  satisfied  the  conditions of Rule 506 of Regulation D of the Act and, as
such, were exempt from the registration  requirements of Section 5 of the Act as
transactions  not  involving any public  offering  within the meaning of Section
4(2) of the Act.


NOTE 14 - STOCK OPTIONS

The Company  maintains a  non-qualified  stock  option plan created in 1987 (the
"Plan") which has made  available for issuance a total of 7.5 million  shares of
common stock. All directors,  full-time employees and consultants to the Company
are eligible for  participation.  Option awards are determined at the discretion
of the  Board of  Directors.  Upon a  change  in  control  of the  Company,  all
outstanding  options  granted to  employees  and  directors  become  vested with
respect to those  options  which have not already  vested.  Options  outstanding
expire at various dates through December 2012.

Between  January 1, 2000 and December 31,  2002,  the Company had the  following
activity in options to purchase shares of common stock under the Plan:







                                                Weighted               Weighted
                                                 average                average
                                                exercise  # of shares  exercise
                                   # of shares    price   exercisable    price
                                   -----------  --------  -----------  --------

Unexercised at January 1, 2000      4,056,716     $.52     3,426,716     $.52

    Granted                           272,500      .39       153,750      .45
    Becoming exercisable						 186,250	  .48
    Exercised
    Lapsed or canceled                 (6,000)     .50        (6,000)     .50
                                    ---------              ---------

Unexercised at December 31, 2000    4,323,216      .51     3,760,716      .52

    Granted                           882,500      .25       411,250      .25
    Becoming exercisable                                     405,000      .48
    Exercised
    Lapsed or canceled               (671,400)     .50      (657,650)     .50
                                    ---------              ---------

Unexercised at December 31, 2001    4,534,316      .46     3,919,316      .49

    Granted                           498,242      .25       340,492      .25
    Becoming exercisable                                     378,750      .29
    Exercised
    Lapsed                           (509,500)     .50      (509,500)     .50
                                    ---------              ---------

Unexercised at December 31, 2002    4,523,058     $.43     4,129,058     $.45
                                    =========     ====     =========     ====

Options  granted  under the Plan  during  2002  include  the grant of a ten-year
option in November 2002 to the  Company's  chief  financial  officer to purchase
200,000 shares of common stock. These options are exercisable 50% on the date of
grant 50% one year later.  The exercise price of these options of $.25 per share
was above the market price of the common stock at the grant date.

Options granted under the Plan during 2001 include grants of ten-year options in
December  2001 to each of the  Company's  four  outside  directors  to  purchase
100,000  shares of common stock.  These options vest at the rate of 25% per year
beginning with the date of grant.  Also in December  2001,  the Company's  chief
executive officer and chief financial officer each were granted ten-year options
to purchase 100,000 shares of common stock, exercisable 50% on the date of grant
and 50% one year  later.  These  options  granted in  December  2001 all have an
exercise price of $.25 per share,  which price was above the market price of the
common stock at the grant date.

In December 1997 Proactive, the Company's principal shareholder,  granted to the
new  president  of the  Company  a  ten-year  option,  exercisable  20% per year
beginning  with the date of grant,  to purchase  714,286  shares of common stock
owned by  Proactive  at an exercise  price of $.35 per share.  In December  1999
Proactive granted the Company's president a ten-year option, exercisable 25% per
year beginning with the date of grant, to purchase an additional  500,000 shares
of common stock owned by Proactive at an exercise  price of $.50 per share.  The
options  granted by Proactive  are not covered by the  Company's  Plan.  Because
these agreements relate to shares which are already outstanding, the exercise of
these  options  will not  result  in an  increase  in the  total  number  of the
Company's  outstanding  shares,  nor will the Company  receive any cash proceeds
upon the exercise of the options.

For options granted with an exercise price below the market price at the date of
grant, the Company credits an amount to additional paid-in capital  representing
the excess of the aggregate market value at the date of grant over the aggregate
exercise  price of such  options,  and  charges a like  amount  to  compensation
expense  in that year.  There were no such  charges  from 2000  through  2002 in
connection with options granted under the Plan. Certain  consultants  engaged by
the Company have agreed to be  compensated  partially  in cash and  partially in
stock  options.  While the  exercise  price of such options has been equal to or
higher than the market price of the stock at each date of grant, the Company has
recorded  compensation  expense equal to the value of the consultants'  services
which are payable by such stock  options.  Such  charges  aggregated  $30,965 in
2002,  $42,120 in 2001,  and  $45,875 in 2000,  with like  amounts  credited  to
additional paid-in capital.

In  connection  with the  grant of the  option in 1997 by  Proactive  to the new
president  of the  Company,  $29,761 in 2001 and $29,764 in 2000 was credited to
additional paid-in capital and like amounts amortized to compensation expense in
each of those  years.  Amortization  of the  these  charges,  recorded  over the
five-year  vesting  period of the option,  was been completed as of December 31,
2001. There were no such charges for the option granted by Proactive in December
1999 to the  president of the Company  because the exercise  price  exceeded the
market price of the stock at the date of grant.

While the Company  applies APB Opinion  No. 25 in  accounting  for stock  option
compensation,  SFAS No. 123 requires the Company to make certain  disclosures as
if the fair value based method of  accounting  had been applied to the Company's
stock option grants. Accordingly,  the Company has estimated the grant date fair
value of each  option  using the  Black-Scholes  option  pricing  model with the
following  weighted  average  assumptions  for 2002:  volatility  factor of 95%,
average  risk-free  interest  rate of 3.8%,  zero  dividend  yield,  and average
expected  term of eight  years.  For  purposes  of pro  forma  disclosures,  the
estimated  fair value of options is amortized to expense over the vesting period
of each option.

Had  compensation  cost for options  granted  under the Plan and for the options
granted by Proactive to the Company's president been determined  consistent with
the  method of SFAS No.  123 using the  weighted  average  fair value of options
granted during the year as indicated  below, the Company's net loss and net loss
per share for each year on a pro forma basis would have been as follows:

                                             2002        2001         2000
                                          ----------  ----------  ----------

  Weighted average fair value per share        $.15        $.19        $.37

  Net loss - as reported                   $321,640    $690,355     $601,930

  Net loss - pro forma                     $465,693    $948,089     $850,486

  Net loss per share - as reported            $.015       $.034        $.033

  Net loss per share - pro forma              $.022       $.047        $.046

The  increase of $144,053  from the  reported net loss to the pro forma net loss
for 2002  associated  with the charges for the  estimated  fair value of options
consists of $14,440 for options granted in 2002 and $129,613 for options granted
in prior years.

The  Black-Scholes  valuation model was developed for use in estimating the fair
value of  traded  options  which  have no  vesting  restrictions  and are  fully
transferable,  as opposed  to the type of  compensatory  options  granted by the
Company.  It also requires the input of highly subjective  assumptions,  such as
the expected stock price volatility,  changes in which can materially affect the
fair  value   estimate.   Because  the  options  granted  by  the  Company  have
characteristics  significantly  different  from  those of  traded  options,  the
amounts  calculated  using the Black  Scholes  option  valuation  model,  in the
opinion of management,  do not necessarily  provide a reliable single measure of
the fair value of options granted by the Company.


NOTE 15- COMMON STOCK RESERVED FOR FUTURE ISSUANCE

As of December  31,  2002,  a total of  11,516,832  shares of common  stock were
reserved by the Company for issuance for the following purposes:


                    Purpose                                     # of shares

-----------------------------------------------------           -----------

Currently exercisable warrants:
  Exercisable at $.50 per share, expiring in December 2005         387,500
  Exercisable at $.50 per share, expiring in March 2006            250,000
  Exercisable at $.50 per share, expiring in April 2006            175,000
  Exercisable at $.25 per share, expiring in March 2007            180,000
                                                                -----------
                                                                   992,500
Currently exercisable options:
  Exercisable at $.25 per share                                  1,095,792
  Exercisable at $.50 per share                                  2,787,266
  Exercisable at $.75 per share                                    196,000
  Exercisable at $1.00 per share                                    50,000
                                                                ----------
                                                                 4,129,058
                                                                ----------
Granted options becoming exercisable in the future:
  Exercisable at $.25 per share                                    394,000
Options available for future grants                              1,541,274
Conversion of note payable                                          60,000
Conversion of preferred stock                                    4,400,000
                                                                -----------

   Total shares reserved                                        11,516,832
                                                                ===========


In February  2000  warrants  exercisable  at $.35 and $.75 per share to purchase
285,000 and 3,098,209 shares, respectively, of common stock expired unexercised.
In June  2000  warrants  exercisable  at $.375  and $.50 per  share to  purchase
350,000 and 590,000 shares,  respectively,  of common stock expired unexercised.
In February and March 2002  warrants  exercisable  at $.75 per share to purchase
387,759 shares of common stock expired unexercised.


NOTE 16 - COMMITMENTS

The Company  occupies  its office and  laboratory  facility on a  month-to-month
basis  under the terms of an  operating  lease  agreement  pursuant to which the
property owner is required to provide thirty days notice if he wants the Company
to vacate the premises.  The lease currently provides for monthly rent of $4,000
and  requires  the  Company to pay all  property  related  expenses.  Gross rent
charges  aggregated  $48,000 in 2002 and 2001,  and  $47,000 in 2000,  while the
Company also earned sublease income of $4,050,  $3,000, and $2,400 in 2002, 2001
and 2000, respectively. The Company will seek to negotiate a new long-term lease
for its  facility  or search for an  alternative  location  in the event that an
agreement cannot be reached for the existing premises.  Management believes that
the resolution of the  uncertainty  with respect to the facility will not result
in a significant interruption in the operations of the Company.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE


On September 16, 2002, the Company was informed by its independent  accountants,
C.L. Stewart & Company,  that the firm was  discontinuing its audit practice and
would not serve as  independent  accountants  of the  Company for the year ended
December  31,  2002.  C.L.  Stewart  & Company  agreed to remain as  independent
accountants,  including  to  conduct  the  review  of  the  Company's  unaudited
financial  statements  for the quarter  ending  September  30,  2002,  until the
Company  had  engaged  new  independent  accountants.  The  Company's  Board  of
Directors  accepted  the  decision  of C.L.  Stewart & Company  to  withdraw  as
independent accountants.

In  connection  with its audits for the two most recent fiscal years and through
December 17, 2002,  there were no  disagreements  with C.L. Stewart & Company on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction of C.L.  Stewart & Company,  would have caused them to make
reference thereto in their report on the financial statements for such years.

The report of C.L. Stewart & Company on the financial  statements of the Company
as of  December  31,  2001 and for the years  ended  December  31, 2001 and 2000
presented in this Form 10-KSB, contains  no  adverse  opinion  or disclaimer  of
opinion  and  is  not  qualified  or  modified  as  to audit scope or accounting
principle; however, such report is  modified by the  inclusion of an explanatory
paragraph  indicating  that  there  is  substantial  doubt  about the  Company's
ability to continue as a going concern.

The Company's Board of Directors engaged Hausser + Taylor LLP as new independent
accountants as of December 17, 2002. During the two most recent fiscal years and
through  December 17, 2002,  the Company has not consulted with Hausser + Taylor
LLP regarding either (i) the application of accounting principles to a specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on the Company's financial  statements,  and neither a written
report was provided to the Company nor oral advice was  provided  that Hausser +
Taylor LLP  concluded  was an  important  factor  considered  by the  Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a  disagreement,  as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related  instructions
to Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.

The Company has had no disagreements with its current  independent  accountants,
Hausser + Taylor LLP, on any matter of  accounting  principles  or  practices or
financial statement disclosure.



                                 PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS


The Company's Board of Directors is divided into two categories:  "Common Stock"
directors  elected  by the  holders  of  Common  Stock;  and  "Preferred  Stock"
directors  elected by the holders of Preferred Stock.  Pursuant to the Company's
Charter,  the holders of the Preferred Stock,  voting as a separate class,  have
the right to elect that number of  directors of the Company  which  represents a
majority of the total number of directors. These two categories of directors are
further  divided into three classes as nearly equal in number as possible,  with
the term of one of the  three  classes  of  directors  expiring  at each  annual
meeting of  shareholders.  The  members of each class of  directors  are to hold
office for terms of three  years until their  successors  have been  elected and
qualified.  The terms of Class I, Class II and Class III directors are scheduled
to expire at the annual meeting of  shareholders  to be held in 2005,  2003, and
2004, respectively.

The  Company's  By-laws  state that the Board of Directors  shall consist of not
fewer than three directors,  with the total number of directors to be set by the
Board by resolution.  Since July 1997 the total number of directors has been set
at five,  and, since  December 2001, the Board has consisted of three  Preferred
Stock  directors  and two Common  Stock  directors.  In March  2003 Mr.  John H.
Drewanz, a Class II Common Stock director since October 2001 and Chairman of the
Board since October 9, 2002, resigned from the Board. Mr. Drewanz informed other
directors  that he had made all the  contributions  he could as a  director  and
believes the Company is in capable hands with its current  management  and other
members of the Board. As of March 31, 2003, the Board had not filled the vacancy
and had not named a new Chairman.  The Board expects to fill the Class II Common
Stock  director  vacancy in the near future and that  individual,  or such other
person as may be validly nominated to fill the vacancy,  shall be elected by the
shareholders at the next annual meeting to serve the remaining scheduled term as
a Class II director or until his successor is elected and qualified.

Directors  of the  Company  do not  receive  fees for  their  services,  but are
eligible to receive stock option grants and are reimbursed for expenses  related
to their activities as directors.  Executive officers are appointed and serve at
the discretion of the Board of Directors.

The names, ages, dates first elected as directors, and principal occupations and
employment of the directors and executive  officers of the Company are set forth
below.

                                Term as
                                director
           Name            Age  expires           Position
     ----------------      ---  -------  -------------------------------------


Preferred Stock Directors:
 Lawrence H. Hyde           78    2003   Class II Director
 Charles C. McGettigan      58    2005   Class I Director
 Myron A. "Mike" Wick, III  59    2005   Class I Director


Common Stock Director:
 Andrew A. Pouring          71    2004   Chief Executive Officer, Chief
                                           Scientist, and Vice Chairman of
                                           the Board (Class III Director)

Other Executive Officers:
 George E. Ponticas         43           Vice President - Finance, Secretary,
                                           Treasurer and Chief Financial Officer


Board Committees

The Board has an Executive  Committee,  consisting of Mr. Wick,  Dr. Pouring and
Mr. Hyde,  which meets on short notice when required  during  intervals  between
meetings of the full Board.  The  Executive  Committee has authority to exercise
all of the powers of the Board of Directors,  subject to specific  directions of
the  Board  of  Directors  and  subject  to  the  limitations  of  the  Maryland
Corporation Law. The Executive Committee did not hold any meetings during 2002.

Due to the small total  number of  directors,  the Board does not have  separate
Nominating,  Compensation or Audit Committees;  however,  the functions of these
committees  have been  performed  by the Board as a whole.  The Company does not
have an Audit  Committee  charter.  The Board  believes  its  outside  directors
possess  the  necessary  independence  and skills to perform  all the  functions
normally assigned to separate Nominating, Compensation or Audit Committees.

Based on their education and business experience,  Board members Mr. Lawrence H.
Hyde and Mr. Charles C. McGettigan,  both of whom have experience  overseeing or
assessing the performance of companies or public accountants with respect to the
preparation,   auditing  or  evaluation  of  financial  statements,   have  been
designated  as an audit  committee  "financial  expert"  with  respect  to Audit
Committee  functions that are performed by the Board as a whole. In general,  an
audit  committee  "financial  expert" means an  individual  who possesses (i) an
understanding  of  generally  accepted   accounting   principles  and  financial
statements;  (ii)  the  ability  to  assess  the  general  application  of  such
principles  in  connection  with the  accounting  for  estimates,  accruals  and
reserves;  (iii)  experience  preparing,   auditing,   analyzing  or  evaluating
financial  statements   containing  the  breadth  and  level  of  complexity  of
accounting  issues that are generally  comparable to such issues  encountered by
the small business  issuer's  financial  statements;  (iv) an  understanding  of
internal   controls  and  procedures  for  financial   reporting;   and  (v)  an
understanding of audit committee functions.

In performing the duties typically  assigned to an audit  committee,  the entire
Board of Directors  has (1) reviewed and  discussed  the 2002 audited  financial
statements  of  the  Corporation  with   management;   (2)  discussed  with  the
independent   accountants  of  the  Corporation  the  independent   accountants'
judgments about the quality,  not just the  acceptability,  of the Corporation's
accounting  principles,  including the clarity and completeness of the financial
statements and related note disclosures; (3) received written assurance from the
independent  accountants with respect to independence;  and (4) recommended that
the 2002  audited  financial  statements  be included in the  December  31, 2002
Annual  Report on Form  10-KSB  for  filing  with the  Securities  and  Exchange
Commission (SEC).

The function of recommending potential nominees for Board positions is performed
by the Board as a whole. It is also the policy of the Board to consider nominees
recommended by security holders. Such recommendations should be addressed to the
Chairman of the Board, at the address of the Corporation, and should include the
name and address of the security holder submitting the nomination and a detailed
listing of the business experience and particular qualifications of the nominee.
The Board will review the  nomination at its next meeting  following  receipt of
the nomination and respond  accordingly to the security holder who submitted the
nomination.


Background of Directors and Executive Officers

Mr.  Lawrence H. Hyde has been a director of the Company since  September  1986,
serving as  Chairman  of the Board from June 1987 to June 1993 and as  President
from October 1997 through  September  2001. Mr. Hyde is a private  investor with
interests in a number of publicly and  privately  held  companies.  He spent the
majority of his  business  career as an executive  in the  automotive  industry,
serving in various engineering,  marketing,  international,  and chief executive
capacities for AM General  Company,  American Motors  Corporation and Ford Motor
Co. Currently,  Mr. Hyde also serves as a trustee of the American  University in
Cairo,  where he is also  chairman  of the Karnak  Equity  Fund.  Mr.  Hyde is a
graduate of Harvard College and Harvard Business School.

Mr.  Charles C.  McGettigan  has been a director of the Company  since  February
1992.  He was a founding  partner in 1991 and is a general  partner of Proactive
Investment  Managers,  L.P., which is the general partner of Proactive Partners,
L.P.  In  1988  Mr.  McGettigan  co-founded  McGettigan,  Wick & Co.,  Inc.,  an
investment  banking  firm,  following  a  career  as  an  executive  with  major
investment banking firms,  including  Hambrecht & Quist, Inc. and Dillon, Read &
Co. Inc. He currently  serves on the Boards of  Directors of Cuisine  Solutions,
Inc., Modtech, Inc., PMR Corporation,  Tanknology - NDE Corporation,  and Onsite
Energy,  Inc.,  of which he is the  Chairman.  Mr.  McGettigan  is a graduate of
Georgetown  University,  and received his MBA in Finance from The Wharton School
of the University of Pennsylvania.

Mr.  Myron A.  ("Mike")  Wick,  III,  has been a director of the  Company  since
November  1991 and was elected  Chairman of the Board of Directors in June 1993.
He was a  founding  partner  in  1991  and is a  general  partner  of  Proactive
Investment  Managers,  L.P., which is the general partner of Proactive Partners,
L.P. In 1988 Mr. Wick  co-founded  McGettigan,  Wick & Co.,  Inc., an investment
banking  firm.  From  1985 to 1988  Mr.  Wick was  Chief  Operating  Officer  of
California Biotechnology, Inc. in Mountain View, California. He currently serves
on the Boards of Directors of Modtech,  Inc., StoryFirst  Communications,  Inc.,
and  Tanknology - NDE  Corporation.  Mr. Wick  received a B.A.  degree from Yale
University and an MBA from the Harvard Business School.

Dr.  Andrew  A.  Pouring  has been a  full-time  employee,  director,  and Chief
Scientist  of the  Company  since  1980,  serving as  President  from April 1980
through  November  1991,  and as Chief  Executive  Officer  since May  1985.  In
November 1991 he was elected a Vice  Chairman of the Board of Directors.  He has
co-authored all of the Company's  patented  inventions.  Prior to forming Sonex,
Dr.  Pouring  served as a Professor of Aerospace  Engineering  at the U.S. Naval
Academy,  including  four years as the Chairman of the  Academy's  Department of
Aerospace  Engineering.  Dr.  Pouring  is a member of various  professional  and
scientific societies, including the American Society of Mechanical Engineers and
the Society of  Automotive  Engineers.  Dr.  Pouring  received his Bachelors and
Masters degrees in mechanical engineering from Rensselaer Polytechnic Institute.
He received his Doctor of Engineering degree from Yale University, where he also
was a post doctoral research fellow and lecturer.

Mr.  George E.  Ponticas  has been Vice  President of Finance,  Chief  Financial
Officer,  Secretary and Treasurer of the Company since  September 1991. From May
1987 through  August 1991, he served as the Company's  Controller  and Assistant
Secretary.  Prior to joining  Sonex,  Mr.  Ponticas was a member of the auditing
staff of Price  Waterhouse  in  Baltimore,  Maryland,  attaining the position of
audit manager. Mr. Ponticas is a Certified Public Accountant, and is a member of
the  American  Institute  of  Certified  Public  Accountants  and  the  Maryland
Association of Certified Public Accountants.  He received his B.S. in Accounting
from Loyola College in Maryland.


Section 16(A) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and persons who  beneficially  own more than 10% of a
registered class of the Company's equity securities,  to file initial reports of
beneficial  ownership  and reports of changes in beneficial  ownership  with the
SEC, and to provide  copies of all such reports to the Company.  Based solely on
its  review  of  the  copies  of  such  reports   received  by  it,  or  written
representations from certain reporting persons that no reports were required for
those persons,  the Company  believes that all of its officers,  directors,  and
greater than 10% shareholders complied with all such filing requirements related
to beneficial ownership of Common Stock during 2002 except as indicated below.

In August 2002 the Company was informed that certain  members of the  Proactive,
et.al. Form 13D filing group of affiliated entities and individuals,  beneficial
owners of more than 10% of the Company's  Common Stock,  had failed to report to
the Company,  and failed to file Form 4s,  covering the  following  sales of the
Company's Common Stock in 2000 and 2001:


            Period of Transactions              # of shares
          --------------------------            -----------

          June 2000 - September 2000               78,000
          December 2000                             6,000
          November 2001                            11,000


In late July 2002 and August  2002  pursuant  to a Form 144 filing  with the SEC
dated July 23, 2002,  Proactive,  et.al. sold an additional 63,000 shares of the
Company's  Common  Stock for which  Form 4s were not  timely  filed.  Two of the
Company's  directors,  Mr. McGettigan and Mr. Wick, held beneficial ownership of
the  shares  sold in July  2002 by  virtue  of  their  executive  and  ownership
positions  in  Proactive,  et.al.  Form 4s covering  these sales were not timely
filed by Mr. McGettigan and Mr. Wick.

Based  solely on its review of the copies of such  reports  received  by it, the
Company  believes that Form 4s were eventually filed by Proactive,  et.al.,  Mr.
McGettigan and Mr. Wick to report all of the above-described transactions.



ITEM 10.  EXECUTIVE COMPENSATION


The following table sets forth the compensation paid by the Company to its chief
executive officer and any other executive officer who earned annual compensation
during the most recently completed year in excess of $100,000 (together referred
to as the "Named Executives").


                           SUMMARY COMPENSATION TABLE

                               Annual compensation
                        ---------------------------------------
                                      Salary                       Long-term
                              ----------------------    Accrued   compensation
Name and Position       Year   Current      Deferred     bonus    # of options
-----------------       ----  --------      --------   --------   ------------

Dr. Andrew A. Pouring   2002  $ 87,500 (1)  $ 37,500   $      0           0 (3)
 CEO & Chief Scientist  2001    87,500 (1)    37,500     10,000      35,000
                        2000    87,500        37,500     10,000      35,000

Mr. George E. Ponticas  2002  $ 86,400 (2)  $  9,600   $ 25,000     200,000
 CFO & Secretary        2001    86,400 (2)     9,600     25,000     100,000
                        2000    86,400         9,600     10,000      30,000

 (1) Includes $79,933 for 2002 and $33,656 for 2001 which has not been paid as
      of December 31, 2002.
 (2) Includes $53,171 for 2002 and $33,232 for 2001 which has not been paid as
      of December 31, 2002.
 (3) In November 2002 Dr. Pouring was granted an option to purchase 100,000
      shares of Common Stock effective as of January 1, 2003.


In order to help conserve the Company's  limited cash  resources,  however,  the
Named Executives for several years have voluntarily  deferred receipt of payment
of significant  portions of their authorized annual salaries upon request by the
Board of Directors. By written agreement with the Company, these individuals and
other  current  and former  employees  consented  to the  deferral of payment of
amounts so accumulated  until the Company has received  licensing  revenue of at
least $2 million or at such earlier  date as the Board of  Directors  determines
that the Company's cash flow is sufficient to allow such payment.

For many years through 1998,  Dr.  Pouring had been  deferring 40% of his annual
salary.  In January  1999,  the  percentage  deferral  was  reduced to 30%.  Mr.
Ponticas has been deferring 10% of his annual salary for the last several years.
The  conditions  that would  require  repayment of deferred  amounts have yet to
occur.  As of December  31,  2002,  a total of $448,923 and $125,326 in deferred
salary is owed to Dr. Pouring and Mr.  Ponticas,  respectively,  that is payable
under the conditions  described  above.  The authorized full annual salaries for
Dr. Pouring and Mr.  Ponticas for each of the past three years were $125,000 and
$96,000,  respectively.  Effective  January 1, 2003, the authorized  full annual
salary for Mr. Ponticas was increased to $120,000 while the percentage  deferral
was increased to 25%.

During much of 2001 and through the third quarter of 2002, the Company  operated
under severe cash flow difficulties. At times during 2001 and 2002 the Company's
officers  voluntarily and at their own discretion deferred receipt of payment of
significant portions of their current wages to reduce the Company's monthly cash
requirements, although some of these amounts were repaid by the end of the year.
With the  generation  of cash flow from  revenues  during the fourth  quarter of
2002,  some of these amounts were repaid by the end of the year.  Since December
2002,  Mr.  Ponticas has been  receiving his current  wages,  while Dr.  Pouring
continues  to defer a  significant  portion  of his  current  wages.  Such wages
payable to the Company's  officers  totaled $199,992 as of December 31, 2002 and
are payable upon demand.  Through  March 31, 2003,  Dr.  Pouring had deferred an
additional $9,255.

In  December  of each of the last  three  years,  the  Company  awarded  bonuses
totaling $37,500 in 2002,  $57,500 in 2001, and $30,000 in 2000, to its officers
and employees,  including the amounts  reported above for the Named  Executives.
The bonus  awards in each year were made with the  stipulation  that  payment of
such bonuses would be deferred until the Board of Directors  determines that the
Company's cash  resources are  sufficient to enable such payments.  In a private
financing in March 2002, Dr. Pouring and Mr.  Ponticas  accepted Common Stock in
payment of accrued bonuses of $9,000 each. As of December 31, 2002,  $22,500 and
$50,000 in accrued  bonuses  remained  payable to Dr. Pouring and Mr.  Ponticas,
respectively.

The bonus  awards  and  option  grants in 2001 and 2002 to the Named  Executives
continued to increase to reflect the fact since 2001 these individuals have made
extraordinary sacrifices, both financially in the amount of wages that have gone
unpaid,  and personally,  to enable the Company to remain in operation given its
poor financial  condition,  and to provide incentive for the Named Executives to
remain  in  the  employment  of  the  Company  under  such  arduous   continuing
conditions.

In order to avoid  long-term  financial  commitments,  the Company does not have
employment  agreements  with any of its  personnel.  The  salaries of  executive
officers  are set by the  Board  of  Directors  on an  annual  basis.  With  the
exception of the granting of stock  options,  the Company does not pay its Named
Executives  any  bonuses or any type of  long-term  compensation  in the form of
restricted  stock  awards,  stock  appreciation  rights  (SARs) or other form of
long-term incentive plan payments.








                          OPTION GRANTS IN LAST FISCAL YEAR

                                    Individual Grants
            -------------------------------------------------------------------
             Number of    % of total
            securities      options
            underlying    granted to
              options    employees in    Exercise     Market       Expiration
 Name         granted     fiscal year      price       price          date
 ----       ----------   ------------    --------     ------      -------------

Pouring             0 (1)       0%          n/a         n/a            n/a
Ponticas      200,000          41%         $.25        $.20       Nov. 17, 2012

 (1) In November  2002 Dr.  Pouring  was  granted a ten-year  option to purchase
     100,000  shares of Common  Stock  effective  as of January  1, 2003.  These
     options are exercisable at $.25 per share.



               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES


                                    Number of securities    Value of unexercised
                                   underlying unexercised       in-the-money
                                      options/SARs at         options/SARs at
                                     December 31, 2002       December 31, 2002
          # of shares
          acquired on     Value         Exercisable/            Exercisable/
  Name     exercise     realized       unexercisable           unexercisable
--------  -----------   --------   ----------------------   -------------------

Pouring:
  @ $.25       0           $0         126,250 / 8,750              $0/$0
  @ $.50       0           $0         210,066 / 0                  $0/$0
  @ $.75       0           $0          25,000 / 0                  $0/$0

Ponticas:
  @ $.25       0           $0         222,500 / 65,000             $0/$0
  @ $.50       0           $0         205,000 / 0                  $0/$0
  @ $.75       0           $0          20,000 / 0                  $0/$0


The exercise  price of all options held by the Named  Executives was higher than
the  December  31, 2002 market price of $.20 of the  Company's  publicly  traded
Common Stock.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The  Company  has two classes of voting  securities:  its $.01 par value  common
stock (the "Common  Stock") and its $.01 par value  convertible  preferred stock
(the  "Preferred  Stock").  Each share of Preferred  Stock is convertible at any
time at the option of the holder into Common Stock at the rate of $.35 per share
of Common Stock. The Preferred Stock has priority in liquidation over the Common
Stock, but it carries no stated dividend. Additionally, the holders of Preferred
Stock,  voting  as a  separate  class,  have the right to elect  that  number of
directors of the Corporation  which represents a majority of the total number of
directors.  The only other  matters with  respect to which  holders of Preferred
Stock are entitled to vote concern a  consolidation,  merger,  share exchange or
transfer of assets.

The Company is presently  authorized to issue up to 48 million  shares of Common
Stock and 2 million shares of Preferred Stock.  There were 21,592,669  shares of
Common Stock and 1,540,001  shares of Preferred  Stock issued and outstanding at
December 31, 2002.

The following tables set forth as of December 31, 2002  information  relating to
beneficial  ownership of Common Stock by directors and executive officers of the
Company, individually and as a group, and any other persons known by the Company
to be the beneficial owner of more than five percent of the currently issued and
outstanding  Common Stock of the Company.  A reporting  person is considered the
"beneficial  owner" of a security if that person has or shares the power to vote
or to direct the voting of such  security,  or the power to dispose or to direct
the disposition of such security.  Under this  definition,  more than one person
may be a beneficial  owner of securities as to which he has no record  ownership
interest,  and the  same  shares  may be  beneficially  owned  by more  than one
reporting person.

Beneficial  ownership  includes  securities which the reporting person currently
owns or has the right to acquire within sixty days, such as through the exercise
of options and  warrants or through  the  conversion  of  preferred  stock.  The
percentage of beneficial ownership for a reporting person is based on the number
of  outstanding  shares of common stock of the Company plus the number of shares
which the reporting  person has the right to acquire within sixty days, but does
not include  shares which any other  reporting  person has the right to acquire.
Unless otherwise  noted,  all shares are beneficially  owned and sole voting and
investment power is held by the persons named.



                           TOTAL BENEFICIAL OWNERSHIP


                              Common     Rights to    Total shares
                              shares      acquire     beneficially     Percent
 Name and address (1)         owned       shares (5)     owned        of class
 --------------------       ---------    ---------     ---------      --------

John H. Drewanz (2)           600,000      200,000        800,000         3.7
Lawrence H. Hyde              644,986    1,814,286      2,459,272        11.1
Charles C. McGettigan       1,351,618    1,814,285      3,165,903  (4)   13.5
George E. Ponticas            326,262      528,928        855,910         3.9
Andrew A. Pouring             853,239      455,244      1,308,483         5.7
Myron A. Wick, III          1,351,618    1,814,285      3,165,903  (4)   13.5

All directors & officers
 as a group (6 persons)     3,776,105    5,162,743      8,938,848        33.4

Herbert J. Mitschele, Jr.
  Far Hills, NJ             1,081,655       65,000      1,146,655         5.3

Proactive, et.al. (3)
  San Francisco, CA         2,574,064    2,928,570      5,502,634        22.4

-----------------------------
(1)   The business address for each director and named executive officer is 23
      Hudson Street, Annapolis, Maryland, 21401.
(2)   Mr.  Drewanz  resigned  as a director in March 2003.
(3)   Includes shares  beneficially  owned directly and indirectly by Proactive
      Partners, L.P. and several affiliated  entities and  individuals
      ("Proactive et.al."), as reported in a Form 13D filing with the Securities
      and Exchange Commission.
(4)   Includes  2,815,903  shares  beneficially  owned  by  Proactive et.al.,
      which shares could be deemed to be beneficially owned by both Mr.
      McGettigan  and Mr.  Wick by  virtue  of  their  executive  and  ownership
      positions in Proactive et.al. Both individuals  exercise shared voting
      and investment power with respect to such shares.
(5)   See detail provided in the following table.



                           RIGHTS TO ACQUIRE SHARES

                                                                       Total
                                     Exercisable          Preferred  rights to
                         Exercisable   (put)/  Exercisable  stock     acquire
        Name               options    call (2)   warrants converted   shares
--------------------      ---------- ---------- --------- --------- ----------

John H. Drewanz             125,000               75,000               200,000
Lawrence H. Hyde            600,000  1,214,286                       1,814,286
Charles C. McGettigan (1)   350,000   (607,143)           2,071,428  1,814,285
George E. Ponticas          447,500               80,000      1,428    528,928
Andrew A. Pouring           361,316               92,500      1,428    455,244
Myron A. Wick, III (1)      350,000   (607,143)           2,071,428  1,814,285

All directors & officers
 as a group (6 persons)   2,233,816    607,143   247,500  2,074,284  5,162,743

Herbert J. Mitschele, Jr.                         25,000     40,000     65,000

Proactive , et.al. (2)
  San Francisco, CA                 (1,214,286)           4,142,856  2,928,570

---------------------------
(1)  Includes  1,526,785  shares  beneficially  owned by Proactive,  et.al.,
     which  shares  could be  deemed  to be  beneficially  owned by both Mr.
     McGettigan  and Mr.  Wick by virtue of their  executive  and  ownership
     positions in Proactive,  et.al.  Both individuals exercise shared voting
     and investment power with respect to such shares.
(2)  Represents the currently exercisable portions of ten-year options granted
     in December 1997 and December 1999 by Proactive, et.al. to Mr. Hyde to
     purchase 714,286 shares and 500,000 shares, respectively, of common stock
     presently owned by Proactive, et.al., at an exercise price of $.35 and
     $.50 per share, respectively. The December 1997 and December 1999 options
     become exercisable at the rate of 20% and 25% respectively, per year
     beginning with the date of grant. Because these agreements relate to
     shares which are already outstanding, the  exercise of such  rights will
     not result in an increase in the total number of the Company's
     outstanding  shares  for purposes of computing  the  percentage of
     beneficial  ownership  of each reporting person. Mr. McGettigan and Mr.
     Wick each has indirect beneficial ownership in 50% of the shares subject
     to these agreements.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.



ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K

(a)   Exhibits.

          3    Articles of Incorporation  and Bylaws (as amended) - Incorporated
               by reference to the  Company's  Annual  Report on Form 10-KSB for
               the year ended December 31, 1992.
          4    Instruments defining the rights of security holders (contained
               in Exhibit 3 hereof).
       10.1    1987 Non-Qualified  Stock Option Plan, as amended - Incorporated
               by reference to the Company's  Registration Statement No.
               33-34520 on Form S-8.
         21    Subsidiaries of the Registrant: Sonex International, B.V. - The
               Netherlands; Sonex Engines, Inc. - Delaware (both are inactive).
       23.a    Consent of Hausser + Taylor LLP.
       23.b    Consent of C.L. Stewart & Company.
         24    Power of Attorney - Incorporated by reference to the Company's
               Annual Report on Form 10-KSB for the year ended December 31, 1998

(b)   Reports on Form 8-K.

      During the fourth quarter of 2002, the Company filed the following Current
      Reports on Form 8-K:

         On October 3, 2002, to disclose that it had been awarded a $744,246
         contract for application of its heavy fuel engine technology.

         On October 11, 2002, to disclose that it had issued an announcement
         to shareholders on its website on October 11, 2002 to report on the
         change in the  Company's  chairman of the board  which  occurred on
         October 9, 2002.

         On October 11, 2002, to disclose that it had issued an announcement
         to shareholders on its website on October 10, 2002 to report on the
         2002 Annual Meeting of Shareholders held October 9, 2002.

         On  December  9,  2002,  to  disclose  that it had been  awarded  a
         $458,862 subcontract for application of its diesel engine emissions
         reduction technology.

         On  December  19,  2002,  to  disclose  a  change  in   independent
         accountants for the year ended December 31, 2002.


ITEM 14. CONTROLS AND PROCEDURES

The Company's chief executive officer and chief financial officer have evaluated
the effectiveness of the Company's  disclosure  controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange
Act of 1934) as of an evaluation date within 90 days prior to the filing date of
this Annual Report on Form 10-KSB.  Based on such evaluation they have concluded
that,  as  of  the  evaluation  date,  the  Company's  disclosure  controls  and
procedures are effective to ensure that information  required to be disclosed in
reports that the Company  files or submits  under the Exchange Act, is recorded,
processed, summarized and reported in a timely manner.

Since the  evaluation  date  referred to above,  there have been no  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect such controls.



                            SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 SONEX RESEARCH, INC.


April 14, 2003          By:           /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Principal Executive Officer

April 14, 2003          By:            /s/ George E. Ponticas
                              ----------------------------------

                              George E. Ponticas
                              Principal Financial and Accounting Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


April 14, 2003                       /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Vice Chairman of the Board of Directors


April 14, 2003                                  *
                              ----------------------------------
                              Myron A. Wick, III
                              Chairman of the Board of Directors


April 14, 2003                                  *
                             ----------------------------------
                              Lawrence H. Hyde
                              Director


April 14, 2003                                  *
                              ----------------------------------
                              Charles C. McGettigan
                              Director

--------------------

*  Executed on behalf of these persons by George E.  Ponticas, a duly appointed
   attorney-in-fact of each such person.


      /s/ George E. Ponticas
----------------------------------
George E. Ponticas, Attorney-In-Fact


The Registrant  will furnish its  shareholders  with copies of its annual report
and proxy statement after the date of this report.




                             CERTIFICATIONS

I, Andrew A. Pouring, Chief Executive Officer, certify that:

1.      I have  reviewed  this annual  report on Form 10-KSB of Sonex  Research,
        Inc.  (the  "Company")  on Form 10-KSB for the year ending  December 31,
        2002.

2.      Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report;

3.      Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in this  annual  report,  fairly  present  in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the Company as of, and for, the periods  presented in this
        annual report;

4.      The  Company's  other  certifying  officer  and  I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in  Exchange  Act Rules  13a-14 and  15d-14) for the Company and
        have:

        a)   designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating  to  the  Company,   including  its
             consolidated  subsidiaries,  if any,  is made known to us by others
             within those entities, particularly during the period in which this
             annual report is being prepared;
        b)   evaluated the  effectiveness of the Company 's disclosure  controls
             and procedures as of a date within 90 days prior to the filing date
             of this annual report (the "Evaluation Date"); and
        c)   presented  in this annual  report our  conclusions about the
             effectiveness  of the  disclosure  controls and procedures based
             on our evaluation as of the Evaluation Date;

5.      The Company's  other  certifying  officer and I disclosed,  based on our
        most  recent  evaluation,  to the  Company  's  auditors  and the  audit
        committee of Company 's board of directors  (or persons  performing  the
        equivalent functions):

        a)   all significant deficiencies in the design or operation of internal
             controls  which  could  adversely  affect the Company 's ability to
             record,  process,  summarize  and  report  financial  data and have
             identified  for the Company 's auditors any material  weaknesses in
             internal controls; and
        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the Company's
             internal controls

6.      The  Company's  other  certifying  officer and I have  indicated in this
        annual  report  whether  there  were  significant  changes  in  internal
        controls or in other factors that could  significantly  affect  internal
        controls subsequent to the date of our most recent evaluation, including
        any  corrective  actions  with regard to  significant  deficiencies  and
        material weaknesses.


Dated: April 14, 2003

        /s/ Andrew A. Pouring
	  -----------------------
        Andrew A. Pouring
        Chief Executive Officer



                            CERTIFICATIONS

I, George E. Ponticas, Chief Financial Officer, certify that:

1.      I have  reviewed  this annual  report on Form 10-KSB of Sonex  Research,
        Inc.  (the  "Company")  on Form 10-KSB for the year ending  December 31,
        2002.

2.      Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report;

3.      Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in this  annual  report,  fairly  present  in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the Company as of, and for, the periods  presented in this
        annual report;

4.      The  Company's  other  certifying  officer  and  I are  responsible  for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in  Exchange  Act Rules  13a-14 and  15d-14) for the Company and
        have:

        a)   designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating  to  the  Company,   including  its
             consolidated  subsidiaries,  if any,  is made known to us by others
             within those entities, particularly during the period in which this
             annual report is being prepared;
        b)   evaluated the  effectiveness of the Company 's disclosure  controls
             and procedures as of a date within 90 days prior to the filing date
             of this annual report (the "Evaluation Date"); and
        c)   presented  in this annual  report our  conclusions about the
             effectiveness  of the  disclosure  controls and procedures based
             on our evaluation as of the Evaluation Date;

5.      The Company's  other  certifying  officer and I disclosed,  based on our
        most  recent  evaluation,  to the  Company  's  auditors  and the  audit
        committee of Company 's board of directors  (or persons  performing  the
        equivalent functions):

        a)   all significant deficiencies in the design or operation of internal
             controls  which  could  adversely  affect the Company 's ability to
             record,  process,  summarize  and  report  financial  data and have
             identified  for the Company 's auditors any material  weaknesses in
             internal controls; and
        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the Company's
             internal controls

6.      The  Company's  other  certifying  officer and I have  indicated in this
        annual  report  whether  there  were  significant  changes  in  internal
        controls or in other factors that could  significantly  affect  internal
        controls subsequent to the date of our most recent evaluation, including
        any  corrective  actions  with regard to  significant  deficiencies  and
        material weaknesses.


Dated: April 14, 2003

        /s/ George E. Ponticas
	  -----------------------
        George E. Ponticas
        Chief Financial Officer








                       CERTIFICATION PURSUANT TO
             18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
              SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Sonex Research, Inc. (the "Company") on
Form 10-KSB for the year ending December 31, 2002, as filed with the Securities
and  Exchange  Commission  on  the date hereof (the  "Report"), the undersigned
certify, pursuant to and for the purposes of 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The  information  contained  in the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations
         of the Company.



                               SONEX RESEARCH, INC.



         /s/ Andrew A. Pouring                       /s/ George E. Ponticas
         ------------------------                    ------------------------
         Andrew A. Pouring                           George E. Ponticas
         Chief Executive Officer                     Chief Financial Officer



April 14, 2003
























                                                                 EXHIBIT 23.a



                           CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of the Registration  Statement on Form S-8 (No.  33-34520) of
Sonex Research,  Inc. of our report dated March 21, 2003 appearing in this Form
10-KSB.



HAUSSER + TAYLOR LLP

Cleveland, Ohio
April 14, 2003






                                                                 EXHIBIT 23.b


                           CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of the Registration  Statement on Form S-8 (No.  33-34520) of
Sonex Research,  Inc. of our report dated April 10, 2002 appearing in this
Form 10-KSB.



C.L. STEWART & COMPANY

Annapolis, Maryland
April 14, 2003