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, 2001. 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 [X] 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. [ X ]


The number of shares  outstanding of the Issuer's $.01 par value Common Stock as
of March 31, 2002 was  21,572,669.  The  aggregate  market value of voting stock
held by non-affiliates of the Registrant was $2,462,418 as of March 31, 2002.


Revenues for the year ended December 31, 2001 were $245,291.

                   Documents Incorporated by Reference: None

                      SONEX RESEARCH, INC. 2001 FORM 10-KSB


                         ITEM 1. DESCRIPTION OF BUSINESS


OVERVIEW

Sonex Research,  Inc.  ("Sonex" or the  "Company"),  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.  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 SCS  technology  for  in-cylinder  control of  ignition  and  combustion  is
designed to

  o     increase fuel mileage of gasoline engines
  o     reduce emissions of diesel engines
  o     permit small gasoline engines to run on safer diesel-type heavy fuels

The SCS improves the combustion of fuel 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  changes  only a  single  engine
component  while  introducing  no  additional  parts and is  self-driven  by the
combustion process.

Sonex believes it can show the technical  feasibility  of achieving  higher fuel
economy standards while lowering emissions in a new class of DI gasoline engined
vehicles without sacrificing weight and vehicle safety. In 2000 Sonex introduced
its Stratified  Charge Radical  Ignition  (SCRI)  combustion  technology,  a new
branch of the SCS which Sonex believes will enable  practical  application of an
alternative  combustion process known as homogeneous charge compression ignition
(HCCI) that has the potential for lowering both emissions and fuel  consumption.
Unresolved issues with ignition have prevented practical  implementation of HCCI
to date.  Sonex  believes it has attained the control of ignition that will make
HCCI viable for commercial  application  such that the SCRI piston design,  with
further development, can enable DI gasoline engined automobiles,  currently sold
only in markets  outside  the U.S.  because  of  emissions  problems,  to become
emissions compliant in the U.S. while maintaining their current fuel consumption
advantages.  In addition,  the evolution of hybrid gasoline and electric powered
vehicles would be accelerated  since a major  improvement in engine fuel mileage
would provide opportunities for tradeoff of vehicle weight versus power.

SCS  reductions  of soot in  diesel  truck  engines  have been  confirmed  by an
independent  engine  consulting  firm.  SCS diesel engine  designs  require very
little engine  modification,  and should  provide cost  advantages  over complex
exhaust  aftertreatment  devices.  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 can reduce  aftertreatment  measures
and enable in-cylinder emissions reduction to meet future regulatory standards.

The SCS process for the  conversion of reliable,  lightweight,  SI,  two-stroke,
gasoline  engines  to start and  operate  on  diesel-type  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.  Sonex HFEs achieve
power and fuel  consumption  substantially  equal to that of the stock  gasoline
engines.  Potential applications of the SCS heavy fuel conversion process can be
expanded to other military and commercial uses.

Sonex is 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  is a key  to  the
commercial  acceptance of the SCS  technology in the form of  revenue-generating
license agreements for industrial production of SCS components.

As of March 31, 2002, the Company has three full-time employees, and engages the
part-time  services  of a  consultant  who serves as its  director  of  business
development.  The Company also engages the services of several other consultants
as needed.  The Company has never  experienced  a strike or work  stoppage,  and
believes its relations with its employees are good.


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Sections of this document,  as well as all publicly  disseminated material about
Sonex  Research,  Inc.  (the  "Company"),  contain  information  in the  form of
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation  Act of 1995  (the  "Act").  Such  statements  are  based on  current
expectations,  estimates, projections and assumptions by management with respect
to, among other things,  trends affecting the Company's  financial  condition or
results of operations  and the impact of  competition.  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.


RISK FACTORS

In order to obtain the benefits of the "safe  harbor"  provisions of the Act for
any  such  forward-looking   statements,   the  Company  cautions  shareholders,
investors and prospective investors about significant factors which, among other
things,  have in some cases affected the Company's actual results and are in the
future  likely to affect the Company's  actual  results and cause them to differ
materially from those expressed in any such forward-looking statements.

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.

 o    ability to generate cash flow from revenue or to secure financing
      necessary to fund future operations
 o    ability to demonstrate  commercial viability of SCS technology
 o    ability to complete technology development and demonstration programs and
      execute  licensing  agreements  that  produce  significant  revenue
 o    ability to  maintain  and  protect  its  patents
 o    ability to attract  and  retain skilled personnel
 o    changes in general economic conditions
 o    competition

Furthermore,  since its inception in 1980, the Company has generated  cumulative
net losses in excess of $22 million,  and is likely to incur quarterly operating
losses for the  foreseeable  future.  The business has not generated  sufficient
cash flow to fund operations  without  resorting to external sources of capital.
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.

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, 2002,  there were  21,572,669  shares of
Common  Stock  issued and  outstanding,  with an  additional  10,005,879  shares
reserved for future  issuance as follows:  4,400,000  shares  issuable  upon the
conversion of preferred  stock;  4,553,379  shares issuable upon the exercise of
options granted under the Company's  Stock Option Plan;  992,500 shares issuable
upon the exercise of warrants;  and 60,000 issuable upon the conversion of notes
payable.


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.


OVERVIEW OF SCS DESIGN MODIFICATIONS

The SCS  technology  for DI diesel  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.  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  as  chemical  reactors  and are
connected to the piston bowl by vents.  The MCs produce  highly  active  radical
(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.

The SCS "Low Soot"  design,  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 "Low Soot"
design 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  produce
and conserve  intermediate  and radical 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 research engine
with no change in injection  timing.  Sonex has also  demonstrated  that the SCS
technology can be transferred  to a modern  turbocharged,  intercooled DI diesel
engine.

SCS generated  radical  chemical species from a design similar to the "Low Soot"
design are also being used at Sonex in  relation  to 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,  because  compression  ignition  does not
require the use of a spark plug;  however,  the lack of a method for controlling
the  ignition  point  has  prevented  practical  implementation  of HCCI.  Sonex
believes it has attained the control of ignition  that will make HCCI viable for
commercial application by achieving radical assisted,  four-stroke combustion to
enable fully controllable compression ignition at low pressures as a function of
fuel  injection  timing,  a mode Sonex refers to as Stratified  Charge,  Radical
Ignition (SCRI).  With SCRI, radical (chemical) species that enable ignition are
created by interaction of the injected fuel spray with specially designed MCs 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 emissions and the
fuel economy of a diesel engine.  On a DI, single cylinder  laboratory engine at
Sonex, the SCRI reduced NOx emissions by 80% and smoke by 90% while  maintaining
fuel consumption, using diesel-type fuels.

The SCRI combustion chamber  modifications 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. The
SCRI process  isolates free radicals 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.  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.

The SCS engine  design  modifications  for heavy fuel  operation  in  two-stroke
engines  consist of a  machined  cylinder  head and  combustion  chamber  insert
integrated with a glow plug starting system.  For engines that have the cylinder
head and cylinder in one  casting,  the stock  cylinder  head is removed and the
remaining  cylinder casting is decked and machined for cylinder head screws. The
SCS starting system consists of a heavy fuel vaporizer block positioned  between
the carburetor and cylinder.


PRIMARY SONEX INITIATIVES

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 sought
funding  from  the  federal  government  for  further  development  of  the  SCS
technologies.  Some of these proposed  projects are expected to achieve  certain
milestones  that will be key to the  commercial  development of the SCRI process
for automotive engines.

The next few paragraphs  provide an overview of the primary  opportunities,  and
are followed by detailed discussions of the progress achieved to date.


Gasoline  engined  vehicles:  With its SCRI  process,  Sonex intends to show the
technical  feasibility of achieving higher fuel economy standards while lowering
emissions in a new class of DI gasoline  engined  vehicles  without  sacrificing
weight  and  vehicle  safety.  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.

Initially,  Sonex must transition the results achieved by its SCRI process using
a   single-cylinder   laboratory   engine  on  diesel-type  fuels  to  gasoline.
Preliminary  work on gasoline at Sonex has  demonstrated  that the SCRI  process
does  achieve  the desired  ignition  and high rate of heat  releases  which are
necessary to achieve improved fuel  consumption and lower  emissions.  The first
stage of this  effort,  expected  to take at least six  months,  will  establish
feasibility and design  parameters and must also take place on a single cylinder
engine.  The emphasis on this first phase will be to establish a knowledge  base
upon which a prototype engine can be designed in a second phase.

Immediately  following  the first stage,  Sonex would be in a solid  position to
work with the auto  industry on  demonstration  projects to  transition  SCRI to
multi-cylinder  engines  so  gasoline  can be  burned  effectively  in  eventual
production  engines  of all  sizes.  Fortunately,  demonstration  projects  with
automotive   manufacturers  could  provide  results  fairly  quickly  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.


Truck  diesel  engines:  Sonex has  engaged  in  development  and  demonstration
programs with various international truck diesel engine  manufacturers.  The SCS
"Low Soot" piston  design for the  reduction  of  emissions  require very little
engine  modification,  and should provide cost  advantages  over complex exhaust
aftertreatment devices.

Recently one the world's leading engine  engineering  and powertrain  consulting
firms,  Ricardo Consulting  Engineers of the U.K.,  confirmed the soot reduction
capability  of  the  SCS  "Low  Soot"  design  in a DI  diesel  engine  used  in
medium-duty trucks. Ricardo will publish the findings in a technical paper to be
presented  at the  Society  of  Automotive  Engineers'  May 2002 Fuels and Lubes
Conference.  Ricardo is currently  introducing the SCS "Low Soot" design results
to engine  manufacturers  and piston suppliers while Sonex continues its efforts
in that regard.


Heavy fuel engines:  The Company,  in its laboratory and under contract with the
U.S. military and defense  contractors,  also has applied a 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  standard  military  fuels (also  referred  to as "heavy  fuels") 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.  The  requirement for a single military fuel is also a
logistics  issue, as the military seeks to minimize the number and complexity of
fuels.

Sonex HFEs achieve power and fuel consumption substantially equal to that of the
stock gasoline  engines.  The Company has performed HFE  conversions for various
sizes of small gasoline  engines for UAVs, and expects to be awarded shortly one
or more  contracts  from the U.S.  Department  of Defense (DoD) and or its prime
contractors,  although there can be no assurance. In addition, over the past few
weeks the Company has been  developing a relationship  with a foreign UAV engine
company  and is  optimistic  of  executing a contract in the near future for HFE
conversion development.


Technology marketing partners:  Sonex believes commercial  acceptance of the SCS
technology can be accelerated  through the  establishment of relationships  with
entities which possess technical  development and marketing  capabilities within
the engine industry.


               Improved fuel economy in gasoline engined automobiles

Fuel  economy of  vehicles  sold in the U.S. is a matter of public law under the
CAFE (Corporate Average Fuel Economy)  legislation.  For nearly 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 are part of
the  Senate's  current  debate  on a broad  national  energy  bill.  The  Senate
Committee on Commerce, Transportation and Science, which held hearings regarding
follow-on  legislation to CAFE early in 2002,  proposed 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.

On March 13,  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.  Proposals to
Congress  would be expected  within two years.  The  Levin-Bond  Amendment  also
includes  provisions for additional  funding for  development of advanced engine
and emissions  control systems,  including those for  gasoline-electric  powered
hybrid vehicles.


Sonex believes that, with further development, its SCS Stratified Charge Radical
Ignition  (SCRI),  low  compression  ratio,  combustion  process for unthrottled
operation  can lead to gasoline  engined  vehicles  that are 25% - 30% more fuel
efficient than today's vehicles while still meeting U.S. emissions standards.

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 and suffer from added
weight.

An  alternative  combustion  process  known as  homogeneous  charge  compression
ignition (HCCI) is being examined by the worldwide  automotive  industry because
of its potential for lowering both emissions and fuel consumption;  however, the
lack of a method for  controlling  the ignition  point has  prevented  practical
implementation  of HCCI. At the same time,  spark ignited (SI),  direct injected
gasoline (GDI) engined,  five-passenger,  2,700 lb. automobiles (similar in size
to the Volvo S40 and Ford Focus) that deliver 53 mpg are being  manufactured  by
Mitsubishi  and sold in foreign  markets.  GDI engines  operate on high air-fuel
ratios.  Direct injection (DI) 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.

On the basis of extensive SCRI work it has performed with diesel-type fuels (see
"Reduced emissions in diesel engines" below), Sonex believes it has attained the
control of ignition that will make HCCI viable for commercial application in GDI
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.

Sonex believes that with further  development  using gasoline,  SCRI 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.  Sonex has  provided  input to the  Department  of
Energy, the White House, and the recent Senate committee hearings on the synergy
between  a  technologically  feasible  increase  in  fuel  mileage  through  the
paradigm-shifting  SCRI combustion  process and improved  vehicle safety.  Sonex
expects to provide additional input to the Senate and DOT before the Energy Bill
is finalized.

The  anticipated  passage of the Levin-Bond  Amendment to the Senate Energy Bill
will provide Sonex the time needed to continue SCRI  technology  maturation work
for gasoline engines and submit to DOT compelling results that are responsive to
the  requirements  of the Levin-Bond  Amendment.  Proposals for funding of these
efforts have been made by Sonex to the government  and industry,  and resolution
is  expected  in the near  future.  Preliminary  work at Sonex on  gasoline  has
demonstrated  that the SCRI process  does achieve the desired  ignition and high
rate of heat releases which are necessary to achieve  improved fuel  consumption
and lower emissions.

In conclusion, Sonex believes it can show the technical feasibility of achieving
higher fuel economy  standards with the SCRI in  conventional  gasoline  engined
vehicles  without  sacrificing  weight and  vehicle  safety.  In  addition,  the
evolution of U.S.  produced hybrid powered vehicles would be accelerated since a
major  improvement  in engine  fuel  mileage  would  provide  opportunities  for
tradeoff of vehicle weight versus power.


                       Reduced emissions in diesel engines

Regulatory  agencies  worldwide  continue  to mandate  increasingly  more strict
requirements for the reduction of allowable diesel truck emissions, specifically
with  respect  to  smoke/particulates  and  NOx.  The use of  costly  electronic
controls and ultra-high  pressure injection  systems,  including the new "common
rail" injection systems that are integral to the engine itself, may permit truck
manufacturers to attain some of these  reductions.  High pressure  injectors may
reduce smoke/particulates,  but they also increase NOx emissions while doing so.
Manufacturers, therefore, may be able to eliminate equipment such as particulate
traps, but they likely will need de-NOx catalytic converters,  further retard of
injection timing,  and replenishment  chemicals,  leading to an increase in fuel
consumption and additional maintenance, all at a significantly higher cost.


The SCS "Low Soot"  design in a DI diesel  truck engine has been shown to reduce
soot up to 45% while maintaining fuel consumption.

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  the  world's  leading  engine  engineering  and  powertrain
consulting firms, Ricardo Consulting Engineers Ltd, confirmed the soot reduction
capability  of the SCS "Low  Soot"  design.  Ricardo  reported  that a DI diesel
engine used in medium-duty  trucks,  operating with the SCS "Low Soot" piston at
the best injection  timings,  emitted up to 45% less soot than the stock engine,
with  similar  fuel  consumption.   Ricardo  will  publish  the  findings,  plus
additional results from their subsequent  Computational  Fluid Dynamics study of
the combustion  process,  in a technical paper to be presented at the Society of
Automotive Engineers' May 2002 Fuels and Lubes Conference.

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 given  indication that it intends to proceed 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 be used with existing series production machinery.

Application of the SCS "Low Soot" design 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 far 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.


The  SCS  SCRI,  low  compression  ratio,  combustion  process  operating  in  a
laboratory  engine  reduced  NOx  emissions  by  80%  and  smoke  by  90%  while
maintaining fuel consumption.

The SCS SCRI  combustion  process  for control of ignition  and  combustion  was
developed  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
JP-5 military 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  NOx  emissions  by 80% and smoke by 90% 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  recently  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.

Sonex  continues  to seek  funding to complete  the transfer of the SCRI results
achieved  on  the  single-  cylinder  laboratory  diesel  engine  to  a  modern,
multi-cylinder, diesel engine. One opportunity lies in the follow-up to the work
Sonex has  performed  for a small U.S.  company  that is  developing  a nitrogen
enriched  air (NEA)  membrane  technology,  as an  alternative  to EGR,  for the
reduction of NOx emissions in diesel  engines.  Initial  development  of the NEA
membrane  technology has been funded by the Department of Energy (DOE). In March
2002 this  company  submitted  a  proposal  to DOE for a  follow-on  development
program to  investigate  the use of its NEA membrane  technology in  combination
with the Sonex SCRI  combustion  process to achieve even  greater NOx  emissions
reductions. Word from DOE on the proposal is not expected for several months.

For its part of the DOE program,  Sonex has proposed using the state-of-the-art,
multi-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) which has now ended. Sonex would use
the engine to fully  characterize  SCRI with and without the NEA membrane.  This
program  would  provide  SCRI  data  on  a  multi-cylinder   diesel  engine  for
presentation to any engine manufacturer.


    Conversion of gasoline engines to run on safer diesel-type heavy fuels

A DoD directive  requires 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 UAVs,  all-terrain  vehicles (ATVs),
small boats, and other  applications for which gasoline  storage,  transport and
use are undesirable.


The SCS application for SI,  two-stroke  gasoline engines permits  conversion to
operation on less  volatile  diesel and other "heavy  fuels" for use in UAVs and
other  applications  using small engines,  as well as for use in larger two- and
four-stroke engines.

Sonex,  under  contract  with the U.S.  military  and defense  contractors,  has
applied its proprietary patented starting system and modified combustion chamber
to convert  commercially  available SI two- stroke gasoline engines used in UAVs
to  heavy  fuel  operation.  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 heavy fuel engines
(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.

Sonex HFEs achieve power and fuel consumption substantially equal to that of the
stock gasoline engines and provide  dependable  performance over the full engine
operating range without "knocking",  which has been a major shortcoming of other
heavy   fuel   conversion   technologies.   Significantly,   the  SCS   achieves
gasoline-like  performance  with heavy fuels while  maintaining  the compression
ratio and light weight of the gasoline engine.

The Company has found its SCS heavy fuel  combustion  technology to be scaleable
in  two-stroke  engines  with  displacements  ranging  from 18cc  (1hp) to 352cc
(27hp). Sonex hasn't yet had the opportunity to convert a gasoline engine with a
larger cylinder displacement to heavy fuel operation,  but is confident that its
SCS HFE technology is scaleable to cylinder  displacements  of 500cc and larger.
Sonex also intends to develop an SCRI process for the heavy fuel  conversion  of
SI four-stroke gasoline engines,  although  significant  additional research and
development remain to be done.

In SI two-stroke engines,  the SCS enables the combustion of heavy fuels through
design  modification  of  the  cylinder  heads  to  achieve  a  radical-enhanced
combustion process while still relying on the spark to initiate  combustion.  In
four-stroke  engines,  the SCS enables  the  combustion  of heavy fuels  through
design  modification of the pistons to achieve  spark-less radical ignition with
direct injection.

Sonex believes its SCS heavy fuel  technology can assist  military  customers in
achieving  compliance  with the  requirement  for a single  battlefield  fuel by
converting  existing  gasoline  engines to operate on heavy fuel.  The Sonex HFE
technology  can be applied as a retrofit to  existing  SI two- and four-  stroke
gasoline engines or during the engineering of a brand new engine design.

Sonex heavy fuel designs for two-stroke  engines are desirable for  applications
where safety, light weight, low cost and the use of a single fuel are important.
In  addition  to UAVs and ATVs,  both of which have been used by U.S.  forces in
Afghanistan,   other  military  applications  include  outboard  engines,  small
watercraft used as targets,  and generator  sets.  Sonex also sees potential for
this technology in the commercial market for other applications such as pleasure
boats for which a lightweight  engine  burning  diesel fuel would  eliminate the
hazards of gasoline storage and use.

The primary  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  commerically  available items
that are powered by two-stroke gasoline engines.

In recent months the Company has been developing relationships with domestic and
foreign defense contractors.  Sonex anticipates  receiving one or more contracts
from the DoD  and/or  defense  contractors  in the  near  future  for  continued
development of its SCS heavy fuel  application for UAVs and other military uses.
Some of these proposed projects are also expected to achieve certain  milestones
that  will  be  key to the  commercial  development  of  the  SCRI  process  for
automotive engines.


                          Technology marketing partners

In addition to the  relationship  with  Ricardo,  Sonex has been in  exploratory
discussions  with another leading engine  engineering and powertrain  consulting
firm regarding a formal arrangement for the technical  development and marketing
of the  various  SCS engine  applications.  Sonex  believes  that  having such a
partner  experienced  in dealing with the engine and  automotive  industries  on
state-of-  the-art  technological  developments  is  a  key  to  the  commercial
acceptance of the SCS technology.



                       ITEM 2.  DESCRIPTION OF PROPERTY


The Company's principal executive offices and testing facility are located at 23
Hudson  Street,  Annapolis,  Maryland,  21401.  The  facility is  equipped  with
emissions  test equipment and machine shop and storage  facilities  necessary to
support the laboratory.  Management  believes 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


No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2001.



        ITEM 5.  MARKET FOR  COMMON STOCK AND RELATED STOCKHOLDER MATTERS


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  Company  has never paid cash  dividends  on its  Common  Stock and does not
expect to pay any cash  dividends in the  foreseeable  future.  The high and low
market  prices of the Common Stock for each  quarterly  period since  January 1,
2000 were as follows:


     Quarter ended:                          High              Low
                                             ----             ----

        March 31, 2000                       $.50             $.28
        June 30, 2000                         .47              .28
        September 30, 2000                    .44              .19
        December 31, 2000                     .24              .11
        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


As of March 31, 2002, there were 21,212,669 shares issued and outstanding,  with
approximately  950  holders  of  record.  The  shares  for  approximately  2,800
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, 2002, a total of 10,005,879  shares reserved for future issuance
as follows:  4,400,000  shares issuable upon the conversion of preferred  stock;
4,553,379  shares  issuable  upon the  exercise  of  options  granted  under the
Company's  Stock  Option  Plan;  992,500  shares  issuable  upon the exercise of
warrants; and 60,000 issuable upon the conversion of notes payable.



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


ACCUMULATED LOSSES; SOURCES OF CAPITAL

Since its inception in 1980, the Company has generated  cumulative net losses in
excess of $22 million and is likely to incur quarterly  operating losses for the
foreseeable future. The business has not generated  sufficient cash flow to fund
operations  without  resorting to external  sources of capital.  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.

Cash available at the beginning of 2001,  combined with revenue from development
and demonstration programs, met a significant portion of the Company's operating
expenditure  requirements for the year. Additional cash of $288,750 was provided
during 2001 from three private placements of stock.


FINANCIAL POSITION AND LIQUIDITY

Sonex has been operating under cash flow difficulties for several months, having
fallen  behind  in  payments  due to some  vendors.  Since  the fall of 2001 the
Company's  officers  have not received a majority of the cash  compensation  due
them. In late December 2001 Sonex took steps to reduce  further its monthly cash
requirements  by  eliminating  one  full-time   position  in  its  shop  and  by
restructuring compensation arrangements with its part-time consultants. A second
full-time position became vacant at the end of February 2002.

In a private  placement 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 amounts  payable 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.  As of March 31,  2002,  the Company had
available cash and equivalents of approximately  $28,000 and accounts receivable
of approximately  $26,000. Also at the end of March 2002, the Company received a
purchase  order  of  approximately  $92,000  from  a  defense  contractor  for a
four-month effort to develop a small heavy fuel engine for an experimental UAV.

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  through June 30, 2002.
The Company's prospects beyond that date 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.  If these objectives
are not  achieved,  the Company will have to reduce the scope of its  operations
even further,  primarily by laying off its remaining employees and, possibly, by
abandoning its facility. These circumstances could lead to bankruptcy as well.

Prior to June 30, 2002, the Company will seek to secure  additional  anticipated
revenue-generating  contracts. Once such contracts are secured, the Company will
supplement its workforce as needed with part-time  personnel before defining and
filling full-time  positions.  Sonex also intends to seek a commercial marketing
partner   experienced   in  dealing  with  the   industry  on   state-of-the-art
technological  developments.  In  addition,  the  Company  plans to  engage  the
services of a professional  investor  relations  firm to develop,  implement and
maintain an ongoing program to increase the investment  community's awareness of
Sonex activities.


ONGOING SALARY DEFERRALS BY OFFICERS AND EMPLOYEES

In order to help conserve the Company's  limited cash resources,  certain of the
Company's  employees  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  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.


RESULTS OF OPERATIONS


Condensed comparative results:

                                              2001         2000          1999
                                           ----------   ----------    ---------

Total revenue                              $  245,291   $  407,898    $ 324,386
                                           ----------   ----------    ---------

Cost of revenue                               117,486      228,587      100,857
Research and development (R&D) expenses       482,461      453,494      531,584
General and administrative (G&A) expenses     337,099      332,607      315,649
                                           ----------   ----------    ---------
  Total expenses                              937,046    1,014,688      948,090
                                           ----------   ----------    ---------

  Net loss from operations                   (691,755)    (606,790)    (623,804)
Gain on sale of marketable securities                                    43,508
Investment income                               1,400        4,860       10,181
                                           ----------   ----------    ---------

  Net loss                                 $ (690,355)  $ (601,930)   $(570,115)
                                           ==========   ==========    =========


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.  Total revenue  decreased  from 2000 to 2001 by $162,607,  or 40%, as a
slight  increase in revenue from programs for truck diesel engine  manufacturers
was more than offset by  substantially  lower  revenue from  defense  contracts.
Total expenses decreased $77,642, or 8%, from 2000 to 2001, due primarily to the
decrease in costs resulting from a decline in the total of funded contracts.

The net loss for 2000 was $31,815, or 6%, higher than the net loss for 1999. The
net  loss  for 1999  was  reduced  in part by  gains  on the sale of  marketable
securities.  Revenue  increased from 1999 to 2000 by $83,612,  or 26%, as higher
revenue  from  military  contracts  more than  offset a decline in revenue  from
programs  for  truck  diesel  engine  manufacturers.  Total  expenses  increased
$66,598,  or 7%, from 1999 to 2000, due to the increase in costs associated with
the higher level of funded contracts and higher personnel costs.

Gains on the sale of marketable  securities in 1999  represent the proceeds from
the sale of the  Company's  holdings in the common  stock of Digital  Dictation,
Inc.  (acquired in 1998 by Medquist,  Inc.),  the corporation  which in 1995 was
merged with and into the Company's  inactive former subsidiary,  SonoChem,  Inc.
The  Company  liquidated  most of this  investment  during  1998  when its value
increased substantially. The balance of the investment was sold in 1999. Because
the  Company's  basis for this  investment  was zero,  all  sales  proceeds  are
recognized as gains. Overall, from 1996 through 1999, the Company realized gains
(net proceeds) from the sale of these securities of $359,064.


Revenue and cost of revenue:
                                          2001        2000         1999
                                       ---------   ---------    ---------

    Defense revenue                    $ 145,291   $ 337,898    $ 224,286
    Commercial revenue                   100,000      70,000      100,000
                                       ---------   ---------    ---------

      Total revenue                      245,291     407,898      324,386
                                       ---------   ---------    ---------


    Cost of revenue                      117,486     228,587      100,857
                                       ---------   ---------    ---------


Changes  in annual  revenue  are  subject  to the  number  of  funded  contracts
received,  and the timing of completion of those contracts.  Commercial  revenue
earned in connection  with the  Company's DI diesel engine piston  technology is
subject to the negotiated amount, if any, that an engine manufacturer is willing
to provide in funding to offset the development costs incurred by the Company in
applying its technology to one of the manufacturer's  engines. Over the past few
years the Company has also obtained several  government  contracts for its heavy
fuel engine (HFE)  technology.  All contracts to date in this area have involved
the conversion of commercial  gasoline  fueled  engines used in unmanned  aerial
vehicles (UAVs) and the like to heavy fuel operation.

Comparison of 2001 to 2000

Total  revenue  decreased  $162,607,  or 40%,  from 2000 to 2001,  with  defense
revenue declining by $192,607,  or 57%, from 2000. Defense 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 the  fall  of  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.


Comparison of 2000 to 1999

The  increase in total  revenue  from 1999 to 2000  resulted  primarily  from an
increase in defense revenue of $113,612, or 51%.  Approximately  $124,000 of the
defense  revenue  reported for 1999 related to the Navy  sub-contract  mentioned
above, while another approximately  $100,000 related to a contract from the U.S.
Naval Research  Laboratory for heavy fuel engine conversion  demonstration for a
UAV engine.

Revenue from commercial contracts declined $30,000 from 1999 to 2000. All of the
revenue  for 1999 was  earned  in  connection  with  the  test  program  for the
Company's SCS "Low Soot" design mentioned above.

Cost of revenue  primarily  consists of direct labor charges,  direct  purchases
attributable to funded programs,  and consulting fees. Such costs 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.

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 individual  manufacturers  based
upon the level of effort  required and the level of funding,  if any,  that each
manufacturer  has been  willing to commit.  Nor is there any process by which to
estimate  the amount and number of defense  contracts  which the  Company may be
awarded.  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.


Research and development (R&D) expenses:
                                                2001        2000         1999
                                             ---------   ---------    ---------

 Personnel:
   Employee compensation                     $ 335,605   $ 333,027    $ 314,442
   Taxes & benefits                             54,730      48,594       42,761
   Consulting fees                              64,587     115,672      106,277
                                             ---------   ---------    ---------
   Total personnel                             454,922     497,293      463,480

 Project parts and supplies                     28,116      49,343       44,810
 Occupancy                                      47,591      48,785       47,044
 Depreciation, patent amortization
   and write-off of abandoned patents           52,326      62,409       51,493
 Patent maintenance and renewal fees             7,243       8,831        9,962
 Other expenses                                  9,749      15,420       15,652
                                             ---------   ---------    ---------
   Total R&D expenses                          599,947     682,081      632,441

 Less amounts classified as cost of revenue:
   Personnel                                  (112,873)   (192,330)     (96,719)
   Project parts and supplies                   (3,598)    (32,951)      (4,138)
   Other expenses                               (1,015)     (3,306)
                                             ---------   ---------    ---------

   Total R&D                                 $ 482,461   $ 453,494    $ 531,584
                                             =========   =========    =========


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 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 the decrease in funded contracts.

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
(related only to the Navy  contract)  decreased  from $55,968 in 2000 to zero in
2001 as a result of the contract's  ending 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 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.)

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.
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
$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.
Such  write-offs  represent 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  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.


Comparison of 2000 to 1999

From 1999 to 2000 total R&D expenses increased by $49,640, or 8%, as a result of
increases  in  personnel  costs and non-cash  charges for  depreciation,  patent
amortization and patent write-offs.  The increase in personnel costs of $33,813,
or 7%, from 1999 to 2000 resulted from higher total employee compensation and an
increase in consulting fees.  Employee  compensation  increased $18,585,  or 6%,
from  1999 to 2000  due to the  hiring  early  in 2000 of a  technician  who was
employed  until  October  2000, a 4% increase in the salary of the Company's CEO
and Chief Scientist,  an increase in health insurance premium rates, while total
bonus awards  declined  slightly,  from  $22,000 in 1999 to $20,000 in 2000.  As
described  above,  payment of bonuses is to be deferred until the Company's cash
resources are sufficient. Payroll taxes and employee benefits in total increased
$5,833,  or 14%,  from 1999 to 2000,  due to an  increase  in  health  insurance
premiums.

While consulting fees in total increased only $9,395,  or 9%, from 1999 to 2000,
total fees for funded  contracts  (related only to the Navy contract)  increased
from $15,000 in 1999 to $55,968 in 2000 to reflect the increase in time spent by
the consultant who served as program manager,  as well as the charges for a fuel
injection system  consultant.  This was offset  significantly by a decrease from
$90,562  in 1999 to  $59,704  in 2000 in total  charges  for the  Company's  R&D
supervisor  and  international  corporate  liaison 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.  During 1999 he spent a considerable  amount of time in
Annapolis  and  therefore  was paid  100%  compensation  in cash for his time in
Annapolis,  while  in 2000 he made no  trips  to  Annapolis  and  thus  was paid
part-time compensation in stock for almost the entire year. The Company recorded
charges of $50,664 in 2000 and $43,365 in 1999 in  connection  with the issuance
of stock as compensation to this consultant.

The  amount of  personnel  costs  charged  to cost of revenue in 2000 was nearly
double that for 1999,  as a much higher  percentage of the workforce was devoted
to funded  projects in 2000 as opposed to 1999,  as well as the fact that nearly
$56,000 in  consulting  fees were  charged to Navy  project in 2000  versus only
$15,000 in 1999.

Project parts and supplies  expense  increased  only slightly from 1999 to 2000;
however,  a significantly  higher  percentage of the total  expenditures in 2000
were related to funded  projects,  reflecting the fact that personnel spent more
of their time on funded projects in 2000 versus 1999.

Occupancy  expenses,  primarily rent,  increased  slightly as an increase in the
monthly  rent as of March  2000  was  partially  offset  by  lower  charges  for
utilities.

Total  depreciation,  patent  amortization,  and patent write-offs  increased by
$10,916,  or 21%, from 1999 to 2000. The largest component is patent write-offs,
which were higher by $12,514, from $25,555 in 1999 versus $38,069 in 2000.



General and administrative (G&A) expenses:

                                               2001        2000         1999
                                            ---------   ---------    ---------

  Personnel (includes stock and options):
    Employee compensation                   $ 125,557   $ 113,564    $ 103,296
    Consulting fees                            79,186      80,836       71,115
    Amortization of deferred compensation
       from grant of stock options             29,761      29,764       29,760
    Taxes & benefits                           10,352       9,560        9,374
                                            ---------   ---------    ---------
    Total personnel                           244,856     233,724      213,545

  Occupancy                                    10,882      11,727       11,406
  Travel                                        1,882       6,113       13,550
  Proxy solicitation & annual meeting          19,618      19,545       18,021
  Legal fees                                    5,264       8,873        2,069
  Audit fees                                    9,450       9,150        8,580
  Stock transfer agent fees                     8,496       8,743        9,027
  Other expenses                               35,131      34,732       39,451
                                            ---------   ---------    ---------
    Total G&A                               $ 337,099   $ 332,607    $ 315,649
                                            =========   =========    =========


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
travel costs.  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,  as well as expenses,  by the  individual  who serves as the Company's
director of business  development  increased  from $60,836 in 2000 to $69,186 in
2001.  The Company has a contract with this  consultant  for a minimum amount of
services  per  month,  half of which  amount is paid in cash and half is paid in
stock  options.  During  2001,  services in excess of the monthly  minimum  were
required on occasion,  all of which extra  charges  were paid in stock  options.
These  extra  charges  amounted  to  $18,120 in 2001 and  $10,250 in 2000.  (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.)  Consulting
fees also include  amounts payable to the former  president of the Company,  who
was engaged on a part-time basis, under a consulting agreement that provided for
payments  of $5,000  per  quarter.  The  arrangement  was  terminated  by mutual
agreement effective June 30, 2001, such that only $10,000 in fees was charged 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.

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.

Occupancy  expenses,  primarily rent,  decreased  slightly as an increase in the
monthly rent as of March 2000 was partially  offset by higher sublease income in
2000 versus 2001.  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.  The Company
also subleases a portion of its driveway and parking lot, with such income being
recorded as an offset to G&A rent expense.

Travel  costs  decreased by $4,231,  or 69%,  from 2000 to 2001.  The  Company's
former  president,  who lives in New  England,  made fewer trips to Annapolis in
2001 as opposed to 2000 to help conserve cash expenditures.


Comparison of 2000 to 1999

Total G&A expenses increased by $16,958, or 5%, from 1999 to 2000, primarily due
to an increase in personnel costs, while an increase in legal fees was offset by
reductions  in travel and other  expenses.  The increase in  personnel  costs of
$20,179,  or 9%, from 1999 to 2000 resulted from higher salary  expense due to a
4% increase in the salary of the Company's  CFO in January 2000,  the award of a
larger bonus to the CFO in 2000 versus 1999, and an increase in consulting  fees
relating almost  entirely to increased  services by the individual who serves as
the Company's director of business development.  The Company has a contract with
this consultant for a minimum amount of services per month, half of which amount
is paid in cash and half is paid in  stock  options.  During  2000  services  in
excess of the monthly  minimum  were  required on  occasion,  all of which extra
charges of $10,250 were paid in stock options.  Consulting  fees in each of 2000
and 1999 also include  $20,000 payable  annually to the former  president of the
Company, who resigned from that position in Septmber 2001.


Adoption of new accounting pronouncements

The  adoption  by the Company in fiscal  2002 of 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:


Report of independent accountants

Financial statements:

  Balance sheets as of December 31, 2001 and 2000

  Statements of operations and accumulated deficit for the three years ended
    December 31, 2001

  Statements of paid-in capital for the three years ended December 31, 2001

  Statements of cash flows for the three years ended December 31, 2001

  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 sheets of Sonex  Research,  Inc. (the
"Company")  as of December  31, 2001 and 2000,  and the  related  statements  of
operations  and  accumulated  deficit and cash flows for each of the three years
ended December 31, 2001, 2000 and 1999, 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  generally   accepted  auditing
standards.  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 2000, and the results of its operations and its cash flows
for  each  of  the  three  years  ended  December  31,  2001,   2000  and  1999,
respectively, in conformity with generally accepted accounting principles.

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,
                                                       ------------------------
                                                           2001         2000
                                                       -----------  -----------
                Assets

Current assets
 Cash and equivalents                                $     3,355    $    89,306
 Accounts receivable                                      37,828         17,340
 Prepaid expenses                                         25,783         27,142
 Loans to officers and employees (Note 4)                 22,500         22,500
                                                     -----------    -----------
        Total current assets                              89,466        156,288

Notes receivable from officers and employees (Note 5 )    18,125         18,125

Patents (Note 6)                                         204,088        215,707

Property and equipment, (Note 7)                          57,249         69,026
                                                     -----------    -----------

Total assets                                         $   368,928    $   459,146
                                                     ===========    ===========

        Liabilities and Stockholders' Equity/(Deficit)

Current liabilities
 Accounts payable and other accrued liabilities      $    46,923    $    41,775
 Accrued compensation and benefits (Note 8)              221,228         97,807
                                                     -----------    -----------
   Total current liabilities                             268,151        139,582
                                                     -----------    -----------

Deferred compensation (Note 9)                           857,944        810,844
                                                     -----------    -----------

Stockholders' equity/(deficit)
 Preferred stock, $.01 par value, 2,000,000
   shares issued,1,540,001 shares outstanding             15,400         15,400
 Common stock, $.01 par value - shares issued
   and outstanding: 21,212,669 in 2001 and
   19,479,868 in 2000                                    212,127        194,799
 Additional paid-in capital                           21,334,577     20,927,437
 Accumulated deficit                                 (22,319,271)   (21,628,916)
                                                     -----------    -----------
     Total stockholders' equity/(deficit)               (757,167)      (491,280)

Commitments (Note 14)
                                                     -----------    -----------

Total liabilities and stockholders' equity/(deficit) $   368,928    $   459,146
                                                     ===========    ===========

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


                                                 Year ended December 31,
                                       ---------------------------------------
                                           2001          2000         1999
                                       -----------   -----------   -----------
Revenue
  Defense                           $    145,291   $    337,898   $    224,286
  Commercial                             100,000         70,000        100,000
                                    ------------   ------------   ------------
                                         245,291        407,898        324,286
                                    ------------   ------------   ------------

Costs and expenses
  Cost of revenue                        117,486        228,587        100,857
  Research and development               482,461        453,494        531,584
  General and administrative             337,099        332,607        315,649
                                    ------------   ------------   ------------
                                         937,046      1,014,688        948,090
                                    ------------   ------------   ------------

Net loss from operations                (691,755)      (606,790)      (623,804)

Other income
  Investment income                        1,400          4,860         10,181
  Gains on sales of marketable
    securities                                                          43,508
                                    ------------   ------------   ------------

Net loss                                (690,355)      (601,930)      (570,115)

Accumulated deficit
  Beginning of period                (21,628,916)   (21,026,986)   (20,456,871)
                                    ------------   ------------   ------------

  End of period                     $(22,319,271)  $(21,628,916)  $(21,026,986)
                                    ============   ============   ============


Weighted average number of
  common shares outstanding           20,224,090     18,472,727     17,765,110
                                      ==========     ==========     ==========


Net loss per share                        $ (.03)        $ (.03)        $ (.03)
                                          =======        =======        =======





     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   ($.01 par value)   ($.01 par value)    paid-in
                        share   Shares   Amount   Shares    Amount    capital
                        ----- --------- ------- ---------- -------- -----------
Balance, January 1, 1999      1,540,001  15,400 17,642,860  176,429  20,209,503
March for services        .44                       20,975      210       9,098
June for services         .46                       17,925      179       8,071
September for services    .38                       36,923      369      13,593
December for services     .32                       36,803      368      11,478
April and December
 option exercises         .50                      255,000    2,550     124,950
Correction of stock ledger                          (2,317)     (23)         23
Stock option compensation                                                24,000
Amortization of deferred
 compensation from stock options                                         29,760
                              ---------  ------ ----------  -------  ----------
Balance, December 31, 1999    1,540,001  15,400 18,008,169  180,082  20,430,476
Feb. warrants exercised   .35                      285,000    2,850      96,900
March for services        .40                       24,130      241      10,125
June warrants exercised  .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 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 stock options                                         29,761
                              ---------  ------ ----------  -------  ----------
Balance, December 31, 2001    1,540,001 $15,400 21,212,669 $212,127 $21,334,577
                              ========= ======= ========== ======== ===========

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


                              SONEX RESEARCH, INC.
                            STATEMENTS OF CASH FLOWS



                                                   Year ended December 31,
                                             ---------------------------------
                                                2001        2000        1999
                                             ---------   ---------   ---------
Cash flows from operating activities:
 Net loss                                    $(690,355)  $(601,930)  $(570,115)
 Adjustments to reconcile net loss to net
    cash used in operating activities
  Depreciation                                  15,441      16,328      13,573
  Amortization of patents                       36,885      46,091      37,920
  Amortization of deferred compensation
    from stock options                          29,761      29,764      29,760
  Current charges paid in stock or options      95,957      96,539      67,366
  Gain on sale of marketable securities        	      		     (43,508)
  (Increase) decrease in accounts receivable   (20,488)     60,121      25,024
  (Increase) decrease in prepaid expenses        1,359       2,694        (999)
  Increase (decrease) in accrued liabilities   128,569      10,989      13,680
  Increase (decrease) in deferred
     compensation                               47,100	47,100      49,706
                                             ---------   ---------   ---------
Net cash used in operating activities         (355,771)   (292,304)   (377,593)
                                             ---------   ---------   ---------

Cash flows from investing activities:
  Proceeds from sale of marketable securities       			      43,508
  (Increase) decrease in loans to employees                  		 5,000
  Acquisition of property and equipment         (3,664)     (1,386)    (63,009)
  Additions to patents and technology          (25,266)    (42,022)    (14,096)
                                             ---------   ---------   ---------
Net cash provided by (used in)
 investing activities                          (28,930)    (43,408)    (28,597)
                                             ---------   ---------   ---------

Cash flows from financing activities:
  Issuance of stock - private placements	     288,750     193,750
  Issuance of stock - exercise of warrants		     173,500
  Issuance of stock - exercise of options            		           127,500
  Forgiveness of accounts payable			10,000
                                             ---------   ---------   ---------
Net cash provided by financing activities      298,750     367,250     127,500
                                             ---------   ---------   ---------

Increase (decrease) in cash                    (85,951)     31,538    (278,690)

Cash at beginning of period                     89,306      57,768     336,458
                                             ---------   ---------   ---------
Cash at end of period                        $   3,355   $  89,306   $  57,768
                                             =========   =========   =========

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

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 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. 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.

Development  contracts  are  executed  for funding  supplied by a United  States
Government (the "Government")  agency or defense 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 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.

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
generally accepted  accounting  principles 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.


NOTE 3 - LIQUIDITY

Management  recognizes that the Company's history of operating losses,  level of
available funds, and revenue from current and future development  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 continued  deferral by its officers
of portions of their salaries.

In a private  placement 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 amounts  payable 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.  As of March 31,  2002,  the Company had
available cash and equivalents of approximately  $28,000 and accounts receivable
of approximately  $26,000. Also at the end of March 2002, the Company received a
purchase  order  of  approximately  $92,000  from  a  defense  contractor  for a
four-month effort to develop a small heavy fuel engine for an experimental UAV.

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  through June 30, 2002.
The Company's prospects beyond that date 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.


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, 2002.


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 11), 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  accruing  on the notes at 6% per annum will be waived if
the entire principal amount is paid on or before June 30, 2002.


NOTE 6 - PATENTS

The net unamortized capitalized costs of patents is comprised of the following:

                                               December 31,
                                       ---------------------------
                                          2001             2000
                                       ----------       ----------

        Capitalized costs              $  251,243       $  255,307
        Accumulated amortization          (47,155)         (39,600)
                                       ----------       ----------
                                       $  204,088       $  215,707
                                       ==========       ==========

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 $23,253 in 2001, $38,069 in 2000 and
$25,555  in  1999  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,
                                       ---------------------------
                                          2001             2000
                                       ----------       ----------

     Shop equipment                    $  460,821       $  457,545
     Office equipment                      36,900           36,512
                                       ----------       ----------
                                          497,721          494,057
     Accumulated depreciation            (440,472)        (425,031)
                                       ----------       ----------
                                       $   57,249       $   69,026
                                       ==========       ==========


NOTE 8 - ACCRUED COMPENSATION AND BENEFITS

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

                                               December 31,
                                       ---------------------------
                                          2001             2000
                                       ----------       ----------

        Accrued vacation pay           $   58,000       $   53,000
        Accrued bonuses                    83,000           38,000
        Accrued wages                      80,228            6,807
                                       ----------       ----------
                                       $  221,228       $   97,807
                                       ==========       ==========

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 9. The amount of accrued
vacation  included above that was payable to the Company's  officers at December
31, 2001 and 2000 was $41,406 and $39,938, respectively.

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.  In December 2001, the Company
awarded bonuses totaling  $57,500,  including an aggregate of $50,000 to its two
officers.   During  2001  and  2000,  the  Company  paid  $12,500  and  $17,000,
respectively, of the bonuses accrued as of the previous year-end.

Beginning in the first quarter of 2001, the Company's  officers have 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.  Such
wages payable to the  Company's  officers  totaling  $66,888 are included in the
total of accrued  wages as of December  31, 2001.  Through  March  31,2002,  the
officers have deferred an additional $46,822. 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 9.


NOTE 9 - DEFERRED COMPENSATION

In order to help conserve the Company's  limited cash  resources,  the Company's
officers and certain of 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. By written agreement with the Company,
these  individuals  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,
                                       ---------------------------
                                          2001             2000
                                       ----------       ----------

 Current officers                      $  525,337       $  478,237
 Current employees and consultants         62,088           62,088
 Former officers and other employees      270,519          270,519
                                       ----------       ----------

                                       $  857,944       $  810,844
                                       ==========       ==========

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,
2002.  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 10 - INCOME TAXES

The  Company  has not  incurred  any  federal or state  income  taxes  since its
inception  due to operating  losses.  At December 31, 2001,  the Company had net
operating loss ("NOL") carryforwards of approximately $14.2 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:


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

     Year of expiration:
	    2002                  $  1,837,965       $  133,400
	    2003                     1,344,816          365,147
	    2004                     1,185,181           14,970
	    2005                       900,267
	 2006 - 2012                 7,095,459
	 2018 - 2021                 1,842,038
	                          ------------       ----------
	                          $ 14,205,726       $  513,517
      	                    ============       ==========


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 $5.5 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  $4,781,634 have expired unused, as have capital loss  carryforwards
of $201,681.


NOTE 11 - 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, 2001, 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.

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 12 - STOCK OPTIONS

The Company  maintains a non-qualified  stock option plan (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 2011.

Between  January 1, 1999 and December 31,  2001,  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, 1999      3,856,716     $.52     3,391,966     $.52
                                                           =========     ====
    Granted                           556,000      .50
    Exercised                        (255,000)     .50
    Lapsed or canceled               (101,000)     .50
                                   -----------

Unexercised at December 31, 1999    4,056,716     $.52     3,426,716     $.52
                                                           =========     ====
    Granted                           272,500      .39
    Exercised                               0
    Lapsed or canceled                 (6,000)     .50
                                   -----------

Unexercised at December 31, 2000    4,323,216     $.51     3,760,716     $.52
                                                           =========     ====
    Granted                           882,500      .25
    Exercised                               0
    Lapsed or canceled               (671,400)     .50
                                   -----------

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


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.

Options granted under the Plan during 1999 include grants of ten-year options in
June 1999 to the Company's chief financial officer,  exercisable 50% on the date
of grant and 50% one year later, to purchase 100,000 shares of common stock, and
in September 1999 to the Company's  former  president,  exercisable 25% per year
beginning  with the date of grant,  to purchase  250,000 shares of common stock.
These  options  granted  in 1999 all have an  exercise  price of $.50 per share,
which price was above the market price of the common stock at each 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 1999  through  2001 in
connection with options granted under the Plan.  Since late in 1998, the Company
has  engaged a  consultant  to serve as director  of  business  development  and
project  manager who is  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 consultant's  services
which are payable by such stock  options.  Such  charges  aggregated  $42,120 in
2001,  $45,875 in 2000,  and  $24,000 in 1999,  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, $29,764 in 2000, and $29,760 in 1999,
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,  has 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-Sholes  option  pricing  model  with the
following  weighted average  assumptions:  volatility factor of 150%,  risk-free
interest rate of 2%, zero dividend  yield,  and expected term of ten 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:


                                            2001         2000       1999
                                         -----------  ----------  --------

  Weighted average fair value per share       $.19         $.37       $.36


  Net loss - as reported                    $690,355   $601,930   $570,115
  Net loss - pro forma                    $1,019,970   $926,125   $861,650


  Net loss per share - as reported              $.03       $.03       $.03
  Net loss per share - pro forma                $.05       $.05       $.05


The  increase of $329,615  from the  reported net loss to the pro forma net loss
for 2001  associated  with the  charges for the  estmated  fair value of options
consists of $84,321 for options granted in 2001 and $245,295 for options granted
in prior years.

The  Black-Sholes  valuation model were 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 Sholes 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 13 - COMMON STOCK RESERVED FOR FUTURE ISSUANCE

As of December  31,  2001,  a total of  11,664,591  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 April 2006            175,000
  Exercisable at $.50 per share, expiring in March 2006            250,000
  Exercisable at $.50 per share, expiring in December 2005         387,500
  Exercisable at $.75 per share, expiring in
    February 2002                                                  167,759
    March 2002                                                     220,000
                                                                ----------
                                                                 1,200,259
                                                                ----------
Currently exercisable options:
  Exercisable at $.25 per share                                    471,550
  Exercisable at $.50 per share                                  3,201,766
  Exercisable at $.75 per share                                    196,000
  Exercisable at $1.00 per share                                    50,000
                                                                ----------
                                                                 3,919,316
                                                                ----------
Granted options becoming exercisable in the future:
  Exercisable at $.25 per share                                     56,250
  Exercisable at $.50 per share                                     88,750
                                                                ----------
                                                                   615,000

Options available for future grants                              1,530,016

Conversion of preferred stock                                    4,400,000
                                                                ----------

   Total shares reserved                                        11,664,591
                                                                ==========


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.


NOTE 14 - 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 2001, $47,000 in 2000 and $42,000 in 1999, while
the Company also earned sublease income of $3,000,  $2,400,  and $2,400 in 2001,
2000 and 1999, 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


The Company has had no disagreements with its current  independent  accountants,
C.L. Stewart & Company,  on any matter of accounting  principles or practices or
financial  statement  disclosure.  C.L. Stewart & Company has been the Company's
independent accountants since October 31, 1997.






            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 2002,  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.  Following  the  resignation  of  three  Preferred  Stock
directors  and one  Common  Stock  director  in July 1997,  the total  number of
directors was set at five, consisting of two Preferred Stock directors and three
Common Stock  directors.  At the time of these changes in the  membership of the
Board of Directors,  the Preferred  stockholders  waived their right to fill the
vacancies  created by the  resignations of the three Preferred Stock  Directors.
The Preferred Stockholders continued to waive their right to elect a majority of
the total number of directors through December 3, 2001.

At the 2001 Annual Meeting of Shareholders  held September 27, 2001, the Company
announced the retirement of Mr. Lawrence H. Hyde as its president,  although Mr.
Hyde remains a member of the Board.  The Company also announced that Mr. John H.
Drewanz would be joining the Board in October 2001, while Mr. Nuno Brandolini, a
director of the Company since 1982,  agreed to resign his position as a Class II
Common  Stock  director  to create a vacancy  for Mr.  Drewanz.  Because  he was
elected by the Board to fill a vacancy,  Mr.  Drewanz's  term will expire at the
next annual meeting of  shareholders.  At that time, Mr. Drewanz,  or such other
person as may be validly nominated to fill the vacancy,  shall be elected by the
shareholders  to serve the  remaining  scheduled  term as a Class II director or
until his successor is elected and qualified.

With respect to the position of president, the Company announced that there were
no immediate plans to name a replacement because the position has been part-time
given the focus of the Company on  research.  The Company  will seek to fill the
position if and when potentially significant business and financial transactions
require  more  attention  such  that  the  position  of  president  will  become
prominent.

After giving consideration to the changes in the Board of Directors announced at
the 2001 Annual Meeting,  the Preferred  stockholders again asserted their right
to elect a majority of the total number of  directors.  Additionally,  the Board
took steps to make the three classes of directors  once again as nearly equal in
number as possible as specified in the Company's Charter. As a result, the Board
of Directors took the following actions effective as of December 4, 2001:

    Re-affirmed  the number of  directors  currently  is set at five,  to
    consist of three  Preferred  Stock  directors  and two  Common  Stock
    directors;

    Decreased  the  number  of Class I  directors  from  three to two and
    increased the number of Class II directors from one to two; and

    Accepted the  resignation  of Mr. Hyde from his position as a Class I
    Common  Stock  director  and then elected him as a Class II Preferred
    Stock director

Because  he was  elected by the Board to fill a vacancy,  Mr.  Hyde's  term will
expire at the next annual  meeting of  shareholders.  At that time, Mr. Hyde, or
such other  person as may be validly  nominated  to fill the  vacancy,  shall be
elected by the shareholders 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 (1)             Position
     ----------------       ---  -------      --------------------------------

Preferred Stock Directors:

 Lawrence H. Hyde            77    2002 	    Class II Director
 Charles C. McGettigan       57    2002  	    Class II Director
 Myron A. Wick, III          58    2002  	    Chairman of the Board (Class I
Director)

Common Stock Directors:

 John H. Drewanz		     62    2002 	    Class II Director
 Andrew A. Pouring           70    2004       Chief Executive Officer, Chief
    Scientist and Vice Chairman of the
      Board (Class III Director)

Other Executive Officers:

 George E. Ponticas          42         	    Vice President - Finance,
Secretary, Treasurer and Chief
Financial Officer


 (1)  The terms of the Class II directors  normally expire in 2003;  however,
      because the current  Class II  directors  were  elected by the Board to
      fill  vacancies  rather than having been  elected by the  shareholders,
      their terms will expire at the next annual meeting of shareholders.


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.


Mr. John H.  Drewanz was named to the Board of Directors  in October  2001.  Mr.
Drewanz is a private  investor who spent thirty years as a college  professor at
the  University of Maryland,  University of Baltimore,  American  University and
Anne Arundel (Maryland)  Community College.  Mr. Drewanz also owned his own real
estate firm and has  developed  many  properties  in the Baltimore and Annapolis
vicinity.  He received an MBA from the Harvard  Business School and a law degree
from  the  University  of  Maryland.  Mr.  Drewanz  is also a  Certified  Public
Accountant.

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.



                         ITEM 10. EXECUTIVE COMPENSATION


The  following  table sets  forth the  compensation  paid by the  Company to its
executive  officers  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   In cash     Deferred      bonus    # of options
     -----------------    ----   ---------   --------    --------   ------------

Dr. Andrew A. Pouring     2001   $ 87,500(1) $ 37,500    $ 25,000     100,000
 CEO & Chief Scientist    2000     87,500      37,500      10,000      35,000
                          1999     84,000      36,000       7,500      35,000

Mr. George E. Ponticas    2001   $ 86,400 1) $  9,600    $ 25,000     100,000
 CFO & Secretary          2000     86,400       9,600      10,000      30,000
                          1999     82,800       9,200       6,000     125,000


(1) Includes $33,656 for Dr. Pouring and $33,232 for Mr. Ponticas of current
    wages for which payment has been deferred  voluntarily and at their own
    discretion  in  order to help the  Company  conserve  its limited cash
    resources.


The  authorized  full annual  salaries  for Dr.  Pouring and Mr.  Ponticas  were
increased in January 2000 from $120,000 to $125,000 and from $92,000 to $96,000,
respectively, representing the first increase since January 1997.

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 agreement with the Company,  these individuals and other
current  and former  employees  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.

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,  2001,  a total of $409,980 and $115,357 in deferred
salary is owed to Dr. Pouring and Mr. Ponticas,  respectively,  that is payablee
under the conditions described above.

Beginning in the first quarter of 2001, the Company's  officers have 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.  The
amount and timing of payment of these  unpaid  wages will be  determined  at the
discretion of the Company's officers,  as these accrued wages are not subject to
the terms for the repayment of ongoing salary deferrals as described above. Such
unpaid wages due to the  Company's two officers  totaled  $66,888 as of December
31, 2001.  Through  March  31,2002,  the officers  have  deferred an  additional
$46,822.

In  December  of each of the last  three  years,  the  Company  awarded  bonuses
totaling $57,500 in 2001,  $30,000 in 2000, and $25,000 in 1999, to its officers
and employees,  including the amounts  reported above for the Named  Executives.
The bonus  awards in both years 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.  As of December
31, 2001, $32,500 and $35,000 in accrued bonuses remained payable to Dr. Pouring
and Mr. Ponticas, respectively.

The December  2001 bonus awards and option grants to the Named  Executives  were
higher than in the previous  year to reflect the fact in 2001 these  individuals
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 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       100,000          41%          $.25       $.17        Dec. 11, 2011
Ponticas      100,000          41%          $.25       $.17        Dec. 11, 2011

               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, 2001       December 31, 2001
          # of shares
          acquired on     Value         Exercisable/            Exercisable/
  Name     exercise     realized       unexercisable           unexercisable
--------  -----------   --------   ----------------------   -------------------

Pouring:
  Exercisable @ $.25        $0          67,500 / 67,500             $0/$0
  Exercisable @ $.50        $0         211,316 /  8,750             $0/$0
  Exercisable @ $.75        $0          25,000 /      0             $0/$0

Ponticas:
  Exercisable @ $.25        $0          65,000 / 65,000             $0/$0
  Exercisable @ $.50        $0         218,750 /  6,250             $0/$0
  Exercisable @ $.75        $0          20,000 /      0             $0/$0


The exercise  price of all options held by the Named  Executives was higher than
the  December  31, 2000 market price of $.17 of the  Company's  publicly  traded
common stock.



            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT


The  following  table sets forth as of March 31,  2002  information  relating to
beneficial  ownership  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 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  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         owned        of class
 --------------------       ---------    ---------     ---------      --------

John H. Drewanz               600,000      195,000        795,000         3.7
Lawrence H. Hyde              644,986    1,665,786      2,310,772        10.4
Charles C. McGettigan       1,383,118    1,915,785      3,298,903  (3)   14.0
George E. Ponticas	      326,262      383,750        710,012         3.2
Andrew A. Pouring             853,239      396,316      1,249,555         5.7
Myron A. Wick, III          1,383,118    1,915,785      3,298,903  (3)   14.0

All directors & officers
 as a group (6 persons)     3,807,605    4,945,637      8,753,242        33.0

Herbert J. Mitschele, Jr.
  Far Hills, NJ             1,051,655       92,857      1,144,512         5.3

Proactive, et.al. (2)
  San Francisco, CA         2,732,064    3,053,570      5,785,634        23.5

-----------------------------
(1)   The business address for each director and named executive officer is 23
      Hudson Street, Annapolis, Maryland, 21401.
(2)   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.
(3)   Includes  2,909,903  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.



                           Rights to Acquire Shares
				   ------------------------

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

John H. Drewanz              100,000                 95,000              195,000
Lawrence H. Hyde             576,500  1,089,286                        1,665,786
Charles C. McGettigan (1)    389,000   (544,643)             2,071,428  ,915,785
George E. Ponticas	     303,750                 80,000              383,750
Andrew A. Pouring            303,816                 92,500              396,316
Myron A. Wick, III (1) 	     389,000   (544,643)             2,071,428 1,915,785

All directors & officers
 as a group (6 persons)    2,062,066    544,643    267,500  2,071,428  4,945,637

Herbert J. Mitschele, Jr.                           50,000     42,857     92,857

Proactive , et.al. (2)
  San Francisco, CA                  (1,089,286)            4,142,856  3,053,570

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

(1)  Includes  1,581,379  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
          subsidiaries).

  23.a    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.

  27      Financial Data Schedule


(b)   Reports on Form 8-K.

          None.



                                   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 15, 2002          By:           /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Principal Executive Officer

April 15, 2002          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 15, 2002                                  *
                              ----------------------------------
                              Myron A. Wick, III
                              Chairman of the Board of Directors

April 15, 2002                                  *
                              ----------------------------------
                              John H. Drewanz
 				      Director

April 15, 2002                       /s/ Andrew A. Pouring
                              ----------------------------------
                              Andrew A. Pouring
                              Vice Chairman of the Board of Directors

April 15, 2002                                  *
                              ----------------------------------
                              Lawrence H. Hyde
                              Director

April 15, 2002                                  *
                              ----------------------------------
                              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.



                                                                   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 April 10, 2002 appearing on page 25 of
this Form 10-KSB.


/s/C.L. STEWART & COMPANY

Annapolis, Maryland
April 10, 2002