SONEX RESEARCH INC
10QSB, 1999-05-17
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-QSB


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

               For the quarterly period ended March 31, 1999.




                              SONEX RESEARCH, INC.



                      Incorporated in the State of Maryland
                                23 Hudson Street
                            Annapolis, Maryland 21401


                        Telephone Number: (410) 266-5556
                   IRS Employer Identification No. 52-1188993


                         Commission file number 0-14465






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   [ ]



There  were  17,774,018  shares  of the  Issuer's  $.01 par value  Common  Stock
outstanding at April 30, 1999.



























                                      - 1 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB







                         PART I - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS (Unaudited)


Index to unaudited financial statements presented on pages 3 to 9:

     Balance sheets as of March 31, 1999 and December 31, 1998

     Statements   of   operations,   accumulated   deficit   and   comprehensive
     income/(loss) for the three- month periods ended March 31, 1999 and 1998

     Statements of paid-in capital for the period from January 1, 1997 through
     March 31, 1999

     Statements of cash flows for the three-month periods ended March 31, 1999
     and 1998

     Notes to financial statements




















































                                      - 2 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



                              SONEX RESEARCH, INC.
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)


                                                       March 31,   December 31,
                           ASSETS                        1999         1998
                                                     ------------  ------------

Current assets
 Cash and equivalents                                $    179,201  $    336,458
 Marketable securities, available-
   for-sale                                                29,460        29,460
 Accounts receivable, including unbilled
   costs and estimated earnings on uncompleted                                
   contracts of $25,690 in 1998                            93,470       102,485
 Prepaid expenses                                          28,079        28,837
 Loans to officers and employees                           22,500        27,500 
                                                     ------------  ------------
   Total current assets                                   352,710       524,740

Patents and technology, net of accumulated
  amortization of $66,868 in 1999 and
  $63,718 in 1998                                         241,477       243,600

Property and equipment, net of accumulated
  depreciation of $409,378 in 1999 and
  $407,128 in 1998                                         34,218        34,532
                                                     ------------  ------------

           Total assets                              $    628,405  $    802,872
                                                     ============  ============


     LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

Current liabilities
 Accounts payable and other accrued liabilities      $     57,147  $     46,979
 Accrued subcontract costs on uncompleted contracts                      16,456 
 Deferred compensation                                    772,604       765,516 
                                                     ------------  ------------
     Total current liabilities                            829,751       828,951
                                                     ------------  ------------

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: 17,662,518 in 1999 and
   17,642,860 in 1998                                     176,625       176,429 
 Additional paid-in capital                            20,232,055    20,209,503
 Accumulated other comprehensive income,
   representing unrealized increase in value of
   marketable securities                                   29,460        29,460
 Accumulated deficit                                  (20,654,886)  (20,456,871)
                                                     ------------  ------------
   Total stockholders' equity/(deficit)                  (201,346)      (26,079)
                                                     ------------  ------------

   Total liabilities and stockholders' equity        $    628,405  $    802,872
                                                     ============  ============


















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

                                      - 3 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



                              SONEX RESEARCH, INC.
           CONDENSED STATEMENTS OF OPERATIONS, ACCUMULATED DEFICIT
                         AND COMPREHENSIVE INCOME/(LOSS)
                                   (Unaudited)




                                                 Three months ended March 31,
                                                 ----------------------------
                                                   1999                1998
                                                   ----                ----

Revenue
  Development contracts                       $     38,800        $     52,205
  Subcontracts                                                          20,772
                                              ------------        ------------
                                                    38,800              72,977
                                              ------------        ------------
Costs and expenses
  Research and development                         156,597             128,288
  Cost of subcontracts                                                  19,220
  General and administrative                        83,404              72,598
                                              ------------        ------------

                                                   240,001             220,106
                                              ------------        ------------

Net loss from operations                          (201,201)           (147,129)

Other income and expense
  Investment and other income                        3,186               4,006
  Gain on sale of marketable securities
                                              ------------        ------------

Net loss                                          (198,015)           (143,123)

Accumulated deficit
  Beginning of period                          (20,456,871)        (20,186,509)
                                              -------------       ------------

  End of period                               $(20,654,886)       $(20,329,632)
                                              ============        ============


Net loss per share                                    $.01                $.01
                                                      ====                ====


Weighted average number of common
  shares outstanding                            17,642,435          17,475,378
                                              ============        ============


Comprehensive income/(loss):

Net loss                                      $   (198,015)       $   (143,123)

Other comprehensive income - unrealized
  gains on marketable  securities:
     Arising during the period
     Reclassification of gains
      reported in income
                                              -------------       ------------

Total comprehensive income/(loss)             $   (198,015)       $   (143,123)
                                              ============        ============












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

                                      - 4 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



                              SONEX RESEARCH, INC.
                     CONDENSED STATEMENTS OF PAID-IN CAPITAL
                                   (Unaudited)



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

Note: Retroactive effect has been given to all previously declared stock splits.

Balance, January 1, 1997        1,550,001$15,500 16,214,020$162,140 $19,165,535

January through December
 option exercises          $.50                     352,834   3,528     172,889
January through June
 option exercises           .75                      17,000     170      12,580
March for cash              .75                     775,519   7,755     573,884
October -
 conversion (.35 to 1)            (10,000)  (100)    28,571     286        (186)
December for services      1.00                       5,962      60       5,902
Compensation - stock options                                            104,456
                                --------- ------ ---------- -------  ----------
Balance, December 31, 1997      1,540,001 15,400 17,393,906 173,939  20,035,060

January through December -
 option exercises           .50                     181,500   1,815      88,935
March - for services        .625                     20,000     200      12,300
June - for services         .75                       7,949      80       5,882
September - for services    .44                      26,813     268      11,463
December - for services     .50                      12,692     127       6,219
Compensation - stock options                                              5,000
Compensation - grant of
 stock options                                                           11,161
                                --------- ------ ---------- -------  ----------
Balance, December 31, 1998      1,540,001 15,400 17,642,860 176,429  20,209,503

March - for services        .44                      20,975     210       9,098
Correction of stock ledger                           (1,317)    (13)         13
Compensation - stock options                                              6,000
Compensation - grant of
 stock options                                                            7,440
                                --------- ------ ---------- -------  ----------

Balance, March 31, 1999         1,540,001$15,400 17,662,518$176,625 $20,232,055
                                ========= ====== ========== ======= ===========































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

                                      - 5 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



                              SONEX RESEARCH, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                          Three months ended
                                                               March 31,
                                                      -------------------------
                                                           1999          1998
                                                           ----          ----

Cash flows from operating activities
 Net loss                                             $  (198,015)   $ (143,123)
 Adjustments to reconcile net loss to                                       
  net cash used by operating activities                                     
   Depreciation                                              2,250        3,000
   Amortization of patents and technology                    3,150        3,600
   Compensation - stock options                              7,440       11,161
   Current charges paid in stock or options                 15,308       12,500
   Gain on sale of marketable securities
   (Increase) decrease in accounts receivable                9,015      170,000
   (Increase) decrease in prepaid expenses                     758        4,439
   Increase (decrease) in accrued liabilities                  800      (94,320)
                                                      ------------   -----------
Net cash used in operating activities                     (159,294)     (32,043)
                                                      ------------   -----------

Cash flows from investing activities
   Proceeds from sales of marketable securities
   (Increase) decrease in loans to employees                 5,000
   Acquisition of property                                  (1,936)      (5,651)
   Additions to patents and technology                      (1,027)         (98)
                                                      ------------   ----------
Net cash provided by (used in) investing activities          2,037       (5,749)
                                                      ------------   ----------

Cash flows from financing activities
   Issuance of stock - private placement
   Issuance of stock - exercise of options                               81,250
                                                      ------------   ----------
Net cash provided by financing activities                        0       81,250
                                                      ------------   ----------

Increase (decrease) in cash                               (157,257)      43,458

Cash
   Beginning of period                                     336,458      355,582
                                                      ------------   ----------
   End of period                                      $    179,201   $  399,040
                                                      ============   ==========




























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

                                      - 6 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



                              SONEX RESEARCH, INC
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


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  Company  expects  to  license  several
applications of its technology and is commercially exploiting other applications
itself.


Note 2 - Presentation of Financial Statements
- ---------------------------------------------

       The  accompanying  unaudited  condensed  financial  statements  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, these financial statements do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the  three-month
period ended March 31, 1999 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 1999. For further  information,
reference is made to the financial  statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.


Note 3 - Patents and Technology
- -------------------------------

       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,
either through  rejection by patent  authorities  or through  abandonment by the
Company, are charged to operations at the time such determination is made.


Note 4 - Deferred Compensation
- -----------------------------

       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  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-executive
employees.

       The conditions that would require  repayment of deferred amounts have yet
to occur.  From time to time,  however,  portions of such deferred  amounts have
been paid through the issuance to the employees of shares, or discounted options
to purchase  shares,  of the Company's  common  stock.  As of March 31, 1999, an
aggregate  of $727,604  of wages so  deferred  by current  and former  employees
remained unpaid and has been recorded as deferred  compensation on the Company's
balance sheet.


Note 5 - Income Taxes
- ---------------------

       The Company has not  incurred any federal or state income taxes since its
inception  due to operating  losses.  At December 31, 1998,  the Company had net
operating loss ("NOL") and capital loss  carryforwards  of  approximately  $17.2
million  available  to offset  future  taxable  income.  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.  The
Company's tax loss carryforwards are summarized as follows:

 



                                     - 7 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



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

                1999                          $    900,078
                2000                             1,105,399
                2001                             1,748,874       $ 201,681
                2002                             1,837,965         133,400
                2003                             1,344,816         365,147
             2003 - 2012                         9,180,907
                2018                               433,915
                                              ------------       ---------
                                              $ 16,551,954       $ 700,228
                                              ============       =========


Note 6 - Stockholders' Equity
- -----------------------------

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 March 31,
1999,  a total of 459,999  shares of  preferred  stock had been  converted  into
1,314,278 shares of common stock.


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  following an increase of 2.5 million  shares  authorized  by the Board of
Directors in December 1998. 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 2008.

       The Company  accounts for  stock-based  compensation  using the intrinsic
value method  prescribed  in Accounting  Principles  Board (APB) Opinion No. 25.
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.  In its  complete  annual
financial  statements  presented  in  its  Form  10-KSB,  the  Company  provides
additional  pro forma  disclosures  as required  under  Statement  of  Financial
Accounting  Standards No. 123 - "Accounting for Stock-Based  Compensation" as if
the fair value based  method of  accounting  had been  applied to the  Company's
stock option grants made subsequent to 1994.




                                      - 8 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



Common stock reserved for future issuance

       At March 31,  1999,  a total of  17,355,273  shares of common  stock were
reserved by the Company for issuance for the following purposes:


                         Purpose                                 # of shares
              -----------------------------                      -----------

Currently exercisable warrants:
 Exercisable at $.35 per share, expiring in February 2000            571,428
 Exercisable at $.375 per share, expiring in June 2000               595,000
 Exercisable at $.50 per share, expiring in June 2000                595,000
 Exercisable at $.75 per share, expiring in
             June 1999                                             1,048,536
             February 2000                                         3,098,214
             December 2000                                           340,000
             February 2002                                           167,759
             March 2002                                              220,000
                                                                  ----------
                                                                   6,635,937

Currently exercisable options, average exercise price
   of $.52 per share                                               3,391,966

Granted options becoming exercisable in the future                   464,750

Options available for future grants                                2,462,617

Conversion of preferred stock                                      4,400,003
                                                                  ----------

 Total shares reserved                                            17,355,273
                                                                  ==========


Note 7 - 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  provides  for  monthly  rent of
$3,500,  and  requires  the Company to pay all property  related  expenses.  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 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION
                         AND RESULTS OF OPERATIONS


Forward-Looking Statements
- --------------------------

       Sections of this Report,  as well as all publicly  disseminated  material
about  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.  Such  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.  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. Accordingly, readers are
cautioned not to place undue reliance on such forward-looking statements.





                                      - 9 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



Description of the business
- ---------------------------

       Sonex  Research,  Inc.  ("Sonex"  or the  "Company")  is  engaged  in the
research,  development and  commercialization  of a proprietary  technology (the
"Sonex Combustion  System",  "SCS" or "Ultra Clean Burn(TM)  technology")  which
improves the combustion of fuel in engines  through  modification of the pistons
in large engines or the cylinder heads in small engines. The SCS process,  which
has no moving  parts,  produces  lower overall  emissions at all engine  speeds,
particularly  soot in  diesel  engines,  and is  self-driven  by the  combustion
process.

       The Company's  competition comes from the extensive research  departments
of the world's major  vehicle and engine  manufacturers  as well as  independent
engine  testing firms.  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  on  price  and
performance.  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  the Company is required to execute  joint  secrecy and
disclosure  agreements  that  expressly  prohibit the public  disclosure  of the
customers' names and other significant information. Failure by Sonex to maintain
this strict level of  confidentiality  would  jeopardize the relationship of the
Company with its customers.

       The SCS for  direct-injected  (DI)  turbocharged  diesel truck engines is
being  commercialized  through  cooperative  programs  with some of the  largest
foreign  multi-national  diesel engine  manufacturers  in the world. The goal of
such   programs  is  to  execute  broad   agreements   with  the  diesel  engine
manufacturers  and their piston  suppliers  for  industrial  production of Sonex
pistons under license from the Company. The demonstration  process involves many
stages, from proof of concept using screw-assembled prototype pistons fabricated
in-house by Sonex,  to working  with piston  suppliers  for the  fabrication  of
finished   pre-production  pistons  that  will  be  used  in  field  trials  and
durability,  manufacturing  optimization,  and other tests  required  before the
start of full series production.

     In  separate  demonstration  programs,  three of these  manufacturers  have
verified  and  accepted  that  the  SCS  can  substantially  reduce  particulate
emissions at future NOx (oxides of nitrogen) levels in a DI turbocharged  diesel
engine for medium duty trucks while  maintaining  fuel  consumption and power. A
joint  engine  application   program  involving  one  of  these  foreign  engine
manufacturers,  its component suppliers, and an independent engine testing firm,
has been ongoing for several months. In this program,  the Company's most recent
advanced design  innovation for DI diesel engines,  referred to as the "SCS-AD",
is being  evaluated  with the  stated  objective  of  meeting  future  stringent
emissions limits with no exhaust  aftertreatment  devices.  Also, testing of the
SCS-AD is about to be completed at Sonex on an engine for a second manufacturer,
following  which  the  engine  and  the SCS  pistons  are to be  shipped  to the
manufacturer  for  evaluation.   Progress  with  a  third  international  engine
manufacturer,  however,  has  slowed as a result  of  unfavorable  economic  and
business  conditions  abroad. The U.S. patent for the SCS-AD invention issued in
January 1999.

       The  Company's  interaction  with the U.S.  diesel  engine  industry  has
increased   following  the  November  1998  $1  billion   settlement   with  the
Environmental  Protection  Agency (EPA) and the  Department of Justice to settle
allegations  that the companies used "defeat devices" that allowed their engines
to emit  more  pollution  on the road  than in  certification  tests in order to
achieve  performance  benefits.  Sonex is awaiting  an official  response to its
proposal submitted earlier this year to the EPA, the Justice Department, and the
diesel engine  manufacturers,  calling for a cooperative  effort to  demonstrate
that a new engine design variable exists in the piston-based SCS,  complementary
to modern diesel technology,  allowing in-cylinder  reduction of emissions as an
alternative to exhaust aftertreatment.  In the meantime,  management has already
visited  several  U.S.  diesel  engine   manufacturers  with  the  objective  of
accelerating  the start of  cooperative  programs for  application of the SCS to
medium-  and  heavy-duty  diesel  truck  engines  that  are the  subject  of the
settlement as well as to other diesel  engines for future  production  models of
light trucks and sport utility vehicles.

       In addition to diesel  truck  engine  applications,  the Company also has
successfully  applied a patented starting system and modified combustion chamber
design  to  the  conversion  of  reliable,   lightweight,   spark-ignited  (SI),
two-stroke,  gasoline  fueled  engines of various sizes used in small,  remotely
controlled  unmanned  aerial  vehicles  (UAV's)  by the  military,  to start and
operate on JP5/JP8 standard  military fuels (also referred to as "heavy fuels").



                                     - 10 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



As heavy fuels are less volatile than  gasoline,  in addition to the UAV market,
the Company is exploring a wide range of  sustained  commercial  utility  engine
applications  for its heavy fuel  conversion  technology  to reduce the  hazards
associated with the storage of gasoline in buildings and on boats.

       As of March 31,  1999,  the  Company  had five  full-time  employees  and
engaged  the  part-time  services  of  three  consultants  on a  regular  basis.
Additional  information  on the  Company's  business,  its  technology,  and its
management can be found in the Company's 1998 Annual Report on Form 10-KSB.


Financial position and liquidity
- --------------------------------

       As of March 31, 1999, the Company had available  cash and  equivalents of
approximately  $180,000,  marketable securities valued at approximately $30,000,
and accounts receivable of approximately $94,000, including receivables from the
U.S. Government of approximately  $37,000. In April 1999 the Company's president
exercised  options for the purchase of 112,500  shares of the  Company's  common
stock, providing the Company with additional funds totaling $56,250.

       Management  cannot  predict  whether the Company  will be  successful  in
obtaining  market  acceptance  of its  technology  and/or in  negotiations  with
respect to  licenses  and royalty  revenues.  Based upon  current and  projected
spending  levels,  however,  management  believes that  available  resources and
expected  revenue from current and potential  contracts and other  expected cash
receipts  will be sufficient  to fund  operations at least through  December 31,
1999. In the absence of the  realization  of  significant  revenues,  additional
capital  may be  necessary  to fund  operations  beyond  1999.  There  can be no
assurance,  however, that additional financing,  if required,  will be available
when needed or, if available,  that its terms will be favorable or acceptable to
the Company.


Results of operations
- ---------------------

       A net loss from operations of $201,201  was  recorded for the first three
months of 1999, as compared to $147,129 for the corresponding period in 1998, an
increase of $54,072,  or 37%. The increase in the loss was due to lower  revenue
in 1999 versus 1998,  coupled  with an increase in personnel  costs from 1998 to
1999 resulting primarily from greater use of the services of consultants.


  Revenue and cost of subcontracts:
                                                   Three months ended March 31
                                                   ---------------------------
                                                      1999              1998
                                                      ----              ----

  Government/defense prime contracts               $  38,800        $   52,205
  Commercial contracts                                     0                 0
                                                   ---------        ----------
                                                      38,800            52,205
  Revenue from government/defense sub-contracts            0            20,772
                                                   ---------        ----------

  Total revenue                                    $  38,800        $   72,977
                                                   =========        ==========


  Cost of government/defense sub-contracts         $       0        $   19,220
                                                   =========        ==========

       Since 1997 the Company has obtained  several  military  contracts for its
small engine, heavy fuel technology, an application that has been developed only
in the last few years.  All  contracts  to date in this area have  involved  the
conversion of  commercial  gasoline  fueled  engines used in UAV's and the like.
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  partially   offset  the
development  costs  incurred by the Company in applying its technology to one of
the manufacturer's engines.

       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.   Management
anticipates,  however,  that future  revenue may also  include  consulting  fees

                                     - 11 -
<PAGE>
                        SONEX RESEARCH, INC. FORM 10-QSB



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:

       R&D expenses for the first three months of the year increased by $28,309,
or 22%, from  $128,288 in 1998 to $156,597 in 1999,  primarily as a result of an
increase in personnel costs and project parts and supplies.  The increase in the
largest expense  category,  personnel costs, from $86,732 in 1998 to $109,338 in
1999,  resulted  from an  increase  in the  wage  rates of  technical  personnel
beginning  in 1999 and a  higher  amount  of  overtime  pay,  as well as from an
increase in the  compensation  and expenses of the  consultant who serves as the
Company's R&D supervisor and corporate  liaison in Europe.  This  individual,  a
former  officer  of  the  Company,  is  compensated  primarily  in the  form  of
restricted  stock or stock  options for  services  performed  in Europe based on
part-time  service,   while  for  time  spent  in  Annapolis  he  receives  cash
compensation,  a portion of which is deferred,  for  full-time  service.  He was
asked to spend  considerably more time in Annapolis in the first quarter of 1999
as opposed to 1998.

     Project parts and supplies for the quarter  increased  from $10,149 in 1998
to $19,507 in 1999 due to greater  expenditures for research not performed under
contract,  particularly with respect to the Company's heavy fuel engine work, as
well as a result of a major  purchase  of testing  fuel in the first  quarter of
1999. In addition to fuel,  project parts and supplies  include engine parts and
other items used or consumed in engine testing and in the machine shop.  Related
costs  fluctuate  by period  depending  on the number and type of engines  being
tested and the timing of purchases of certain items.


       General and administrative (G&A) expenses:

       G&A expenses for the first  quarter  increased by $10,806,  or 15%,  from
$72,598 in 1998 to $83,404 in 1999, as a decrease in professional fees of nearly
$3,000 was more than offset by higher personnel  costs,  which rose from $41,983
in 1998 to $55,787 in 1999, or $13,804.  The increase in personnel costs related
almost entirely to an increase in the use of consulting  services,  particularly
those of an individual  who has been assisting the Company since late in 1998 in
regard to business  opportunities for the SCS heavy fuel engine technology,  and
to the execution in the first quarter of 1999 of a consulting agreement with the
president of the  Company,  who is engaged on a part-time  basis,  to reflect an
increase in the level of services provided.



                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibits:

           4      Instruments defining the rights of security holders (contained
                  in the  Articles of  Incorporation  and  By-laws,  as amended,
                  filed with the 1992 Annual Report on Form 10-KSB)

  (b)    Reports on Form 8-K:      None.



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

                                 SONEX RESEARCH, INC.
                                  (Registrant)


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


May 14, 1999

                                     - 12 -
<PAGE>

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