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)
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April 22, 2003
NOXSO CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of incorporation)
000-17454 54-1118334
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(Commission file number) (IRS employer identification no.)
1065 South 500 West, Bountiful, Utah 84010
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(Address of principal executive offices) (Zip code)
(801) 759-7732
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(Registrant's telephone number, including area code)
This document contains a total of 6 pages.
Item 1. Changes in Control of Registrant
On April 22, 2003, Patronus Industries, LC and Heber C. Bishop
(collectively, the "Buyers") acquired 631,650 shares of common stock (the
"Shares") of Noxso Corporation (the "Company") from Robert Long, Robert Platek,
Spencer Levy and Robert Salluzzo (collectively, the "Sellers") in consideration
for $250,000. Pursuant to the terms of a Stock Purchase Agreement by and between
the Buyers and the Sellers, $5,000 of the purchase price was paid in cash and
the remaining $245,000 is being paid in consideration for a promissory note
executed by the Buyers (the "Note"). The Note is non-interest bearing and due
and payable in full on the thirty (30) day anniversary of the Note. The Note is
secured by (i) a pledge agreement executed by the Buyers in favor of the Sellers
whereby the Shares were pledged as collateral, (ii) a guarantee executed at the
request of Buyers by Wynn Westmoreland and Santa Rosa Corporation, a Nevada
corporation and (iii) a Trust Deed executed by Santa Rosa Corporation as Trustor
in favor of the Sellers as beneficiaries relating to approximately 86 acres of
real property in Utah. Wynn Westmoreland is a business associate of the Buyers
and Santa Rosa Corporation is an associate of Mr. Westmoreland.
As a condition precedent for the closing of the Stock Purchase
Agreement, the Buyers also arranged for International Construction Concepts,
Inc., a Nevada corporation, to lend $100,000 to the Company pursuant to the
terms of a demand note that bears interest at the rate of 10% per annum. The
proceeds from this loan were used by the Company to pay all of its outstanding
liabilities, other than the liability resulting from the demand note.
The Shares acquired by the Buyers in connection with the Stock Purchase
Agreement represent 55.6% of the Company's issued and outstanding shares of
common stock, giving the Buyers voting control of the Company. The Buyers own no
other securities of the Company. In addition, on April 22, 2003 Messrs. Levy and
Platek resigned as officers and directors of the Company and Mr. Long resigned
as an officer, but not as a director, of the Company. Mr. Long then appointed
Messrs. Bishop and Richard J. Anderson to fill the vacancies on the board of
directors created by the resignations of Messrs. Levy and Platek. Mr. Anderson
was also appointed to act as President of the Company. Mr. Anderson is the sole
manager of Patronus Industries, LC.
As of the date of this report, the Company is a "shell" company whose
sole purpose at this time is to locate and consummate a merger or acquisition
with a private entity. Messrs. Bishop and Anderson intend to seek a viable
business which the Company may acquire. In connection therewith, Messrs. Bishop
and Anderson have been in discussions with several persons regarding the
acquisition of construction systems used to produce and supply components of
dry-stacked masonry systems as well as other complimentary construction elements
and the potential acquisition of real property that may be used in connection
with a site to establish a manufacturing facility to produce components to be
available for construction projects. As of the date of this filing, the Company
had not entered into any definitive arrangements in connection with the
construction business and there can be no assurance that any definitive
arrangements will be agreed or that if such arrangements are agreed that the
Company will have sufficient funding to operating in this business.
The acquisition of construction systems may involve the issuance of a
substantial number of the Company's common stock and/or other securities in one
or more private transactions or otherwise. Pursuing this business strategy may
also result in a change in control of the Company, including a change in the
present board of directors or management of the Company.
Item 4. Changes in Registrant's Certifying Accountants
On April 22, 2003, the Company's Board of Directors elected to retain
Tanner + Co. ("Tanner") as its independent auditor and to dismiss Baier &
Williams, LLP ("B&W"). The decision to change auditors was recommended by the
Company's Board of Directors in connection with the relocation of the Company's
principal business offices from New York to Utah.
Except as described in the following sentence, the reports of B&W on
the financial statements of the Company as of March 31, 2002 and 2001 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles. Both of the former
accountants' reports on the financial statements of the Company as of March 31,
2002 and 2001 contained uncertainties as to the ability of the Company to
continue as a going concern and the report on the financial statements of the
Company as of March 31, 2002 was qualified as a result an uncertainty regarding
the potential disposition of funds relating to a 1997 bankruptcy filing that was
commenced against the Company and for which a final decree terminating the
proceeding had not been issued at the time the reports were issued. In December
2002, the United States Bankruptcy Court held a final hearing relating to the
Company's bankruptcy and issued a final order closing the Chapter 11 case.
During the Company's two most recent fiscal years and all subsequent
interim periods preceding such change in auditors, there was no disagreement
with B&W on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of the former accountant, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report; nor has B&W ever presented a written report, or otherwise communicated
in writing to the Company or its board of directors the existence of any
"disagreement" or "reportable event" within the meaning of Item 304 of
Regulation S-B.
The Company has authorized B&W to respond fully to the inquiries of the
Company's successor accountant and B&W has provided the Company with a letter
addressed to the SEC, as required by Item 304(a)(3) of Regulations S-B, that is
attached hereto as Exhibit 16.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Businesses Acquired.
Not applicable.
b. Pro Forma Financial Information.
Not applicable.
c. Exhibits.
Number Description
10.1 Demand Promissory Note in the principal amount of $100,000
16.1 Letter re change in Certifying Accountants
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.
NOXSO CORPORATION
Date: April 22, 2003 By /s/ Richard J. Anderson
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Richard Anderson
President and Director