SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2002
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 0-14465 52-1188993
(State or other (Commision file (IRS employer
jurisdiction of number) identification no.)
incorporation)
23 Hudson Street, Annapolis, MD 21401
(Address of principal executive offices)
(410) 266-5556
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous independent accountants
On September 16, 2002, Sonex Research, Inc. (the "Registrant") was
informed by its current independent accountants, C.L. Stewart & Company, that
the firm was discontinuing its audit practice and would not serve as independent
accountants of the Registrant for the year ended December 31, 2002. C.L. Stewart
& Company agreed to remain as independent accountants of the Registrant,
including conducting the review of the Registrant's unaudited financial
statements for the quarter ending September 30, 2002, until the Registrant had
engaged new independent accountants.
The reports of C.L. Stewart & Company on the financial statements of
the Registrant for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit scope or
accounting principle; however, such reports were modified by the inclusion of an
explanatory paragraph indicating that there was substantial doubt about the
Registrant's ability to continue as a going concern.
The Registrant's Board of Directors accepted the decision of C.L.
Stewart & Company to withdraw as independent accountants.
In connection with its audits for the two most recent fiscal years and
through December 17, 2002, there have been no disagreements with C.L. Stewart &
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of C.L. Stewart & Company, would have caused them to make
reference thereto in their report on the financial statements for such years.
The Registrant has requested that C.L. Stewart & Company furnish it
with a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated December 17, 2002, is filed as
Exhibit 1 to this Form 8-K.
(b) New independent accountants
The Registrant engaged Hausser + Taylor LLP as its new independent
accountants as of December 17, 2002. During the two most recent fiscal years and
through December 17, 2002, the Registrant has not consulted with Hausser +
Taylor LLP regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report was provided to the Registrant nor oral advice was
provided that Hausser + Taylor LLP concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 19, 2002
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer
EXHIBIT 1
C.L. STEWART & COMPANY
Certified Public Accountants
and Certified Financial Planners
December 17, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 of Sonex Research, Inc.'s Form 8-K dated December
17, 2002 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
C.L. Stewart & Company, CPAs
706 Giddings Avenue, Suite 2C, Annapolis, MD 21401
(410) 263-6200, (410) 263-6201 Fax
7700 Old Branch Avenue, Suite E202, Clinton, MD 20735
(301) 856-8900, (301) 856-8901 Fax