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)
May 14, 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 27 pages.
Item 1. Changes in Control of Registrant
Noxso Corporation (the "Company") is seeking to enter into arrangements
for the acquisition of proven construction components, products and systems that
can be combined and utilized to produce and supply components of dry-stacked
masonry wall systems for residential and commercial buildings, as well as other
complimentary construction elements and the acquisition of real property that
may be used in connection with a site to establish a production facility to
produce such components and products to be available for construction projects.
In connection therewith, the Company has entered into the following
transactions, which have resulted in a change in control of the Company.
On May 14, 2003, the Company and SWAA Tepeaca Holdings, LC ("SWAA")
closed on a Purchase and Sale Agreement whereby the Company purchased
approximately twenty-one acres of real property (the "Property") made up of
several individual parcels that are collectively located at one site in the
immediate vicinity of the city of Tepeaca, State of Puebla, Country of Mexico.
This Property is anticipated to be used as a site to establish the Company's
proposed production facility as described above. In consideration for the
Property, the Company issued to SWAA (i) an initial promissory note in the
principal amount of $10,000 US, as an earnest money deposit, which promissory
note bears interest at the rate of ten percent per annum, and is due and payable
in a single balloon payment on the one year anniversary of the note; (ii) a
promissory note in the principal amount of $1,640,000 US, which promissory note
bears interest at the rate of ten percent per annum, is secured by the Property
and is due and payable in a single balloon payment on the earlier of (a) on
demand or (b) on the one year anniversary of the note, and (iii) 5,167,150
shares of the Company's restricted common stock.
On May 14, 2003, the Company acquired all of the issued and outstanding
securities of Advanced Construction & Manufacturing Technologies De Mexico SA De
CV or ACMT De Mexico ("ACMT"), a Mexican corporation in good standing under
applicable law and domiciled in Mexico City, Mexico. ACMT has not initiated
operations, but is immediately qualified to own real and personal property in
Mexico. ACMT, as a wholly-owned subsidiary of the Company, will own and hold
title to the Property purchased, as described above. Also, it is anticipated
that ACMT will be used by the Company in connection with its production
facility, as described above. As consideration for the ACMT purchase, the
Company issued to the owners of ACMT (i) promissory notes in the aggregate
principal amount of $150,000 US, which promissory notes bear interest at the
rate of ten percent per annum, and are due and payable on the earlier of (a) the
one year anniversary of the note or (b) on demand, and (ii) 350,000 shares of
the Company's restricted common stock. The consideration for the purchase was
paid in two equal amounts to Groupo Industrial Potro S.A. De C.V. and SouthWest
Management Company, the owners of ACMT.
On May 14, 2003, the Company also acquired all of the issued and
outstanding securities of International Construction Concepts, Inc. ("ICC"), a
Nevada corporation. ICC has relationships that may be utilized in connection
with the Company's proposed acquisition of constructions systems used to produce
and supply components of dry-stacked masonry systems. As consideration for the
ICC purchase, the Company issued to the owners of ICC 100,000 shares of the
Company's restricted common stock. Seventy-five percent of the consideration for
the purchase of the ICC securities was paid to SouthWest Management Company and
twenty-five percent of the consideration was paid to Noah Sifuentes, the owners
of ICC.
After the above reference transactions, the Company had outstanding
6,752,150 shares of common stock, which resulted in SWAA owning 76.5% of the
issued and outstanding shares of common stock, giving the SWAA voting control of
the Company. With respect to the other parties receiving stock, Groupo
Industrial Potro S.A. De C.V. owns 4.5% of the outstanding stock, SouthWest
Management Company owns 3.7% of the outstanding stock and Mr. Sifuentes owns
less than 1% of the outstanding stock.
The Company expects to enter into additional agreements relating to its
acquisition of construction systems used to produce and supply components of
dry-stacked masonry systems as well as other complimentary construction
elements. However, no definitive arrangements have been agreed and there can be
no assurance that any definitive arrangements completed or that the Company will
have sufficient funding to execute is business plan or that its business plan
will be successful.
Item 2. Acquisition or Disposition of Assets.
The Company acquired approximately twenty-one acres of undeveloped real
property made up of several individual parcels that are collectively located at
one site in the immediate vicinity of the city of Tepeaca, State of Puebla,
Country of Mexico. This transaction is described in greater detail in Item 1
hereto.
Item 5. Other Events and Regulation FD Disclosure.
Effective April 30, 2003, Mr. Robert Long resigned as a member of the
Company's board of directors. Effective May 1, 2003, Mr. Robert Arbon was
appointed to fill the vacancy created by Mr. Long's resignation.
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 Purchase and Sale Agreement By and Between the Company and
SWAA Tepeaca Holdings, LC, effective May 1, 2003.
10.2 Securities Purchase Agreement By and Between the Company and
the Owners of Advanced Construction & Manufacturing
Technologies De Mexico SA De CV, effective May 8, 2003.
10.3 Securities Purchase Agreement By and Between the Company and
the Owners of International Construction Concepts, Inc.,
effective May 8, 2003.
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: May 16, 2003 By /s/ Richard J. Anderson
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Richard Anderson
President and Director