FORM 10-QSB/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2003
Commission File Number 000-17454
NOXSO CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 54-1118334
- --------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1065 South 500 West, Bountiful, Utah 84010
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(Address of principal executive offices, including zip code)
(801) 296-6976
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding as of August 12, 2003
- ------------------------------ ----------------------------------
Common Stock, $.01 par value 7,887,150 shares
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Balance Sheet
(Unaudited)
June 30, 2003
- ---------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash $ 484
Deposits and prepaid expenses 1,660
-----------------
Total current assets 2,144
-----------------
Property, plant and equipment:
Land 2,540,000
Equipment 245,000
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Total property, plant and equipment 2,785,000
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License rights 120,000
Deposits and other assets 390,000
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Total assets $ 3,297,144
=================
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 26,395
Accrued interest due related parties and others 43,756
Related party payables 184,858
Notes payable to related parties and others 2,410,000
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Total current liabilities 2,665,009
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Commitments and contingencies -
Stockholders' equity:
Common stock, $.01 par value, 20,000,000 shares authorized;
7,887,150 shares issued and outstanding 78,872
Additional paid-in capital 861,595
Accumulated deficit (308,332)
-----------------
Total stockholders' equity 632,135
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Total liabilities and stockholders' equity $ 3,297,144
=================
See accompanying notes to condensed consolidated unaudited financial statements
2
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Statement of Operations
(Unaudited)
Three Months Ended June 30,
- -----------------------------------------------------------------------------------------------------------
Cumulative
2003 2002 Amounts
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Revenue $ - $ - $ -
General and administrative expenses 128,466 19,475 383,264
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Loss from operations (128,466) (19,475) (383,264)
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Other income (expense):
Other income - - 118,688
Interest expense (43,756) - (43,756)
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Loss before provision for income taxes (172,222) (19,475) (308,332)
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Income tax (expense) benefit - - -
Net loss $ (172,222) (19,475) (308,332)
==============================================
Net loss per share - basic and diluted $ (.04) (.02)
===============================
Weighted average common and common
equivalent shares - basic and diluted 4,026,871 1,000,000
===============================
See accompanying notes to condensed consolidated unaudited financial statements
3
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended June 30,
- -----------------------------------------------------------------------------------------------------------
Cumulative
2003 2002 Amounts
------------------------------------------------
Cash flows from operating activities: $ (99,742) $ 1,100 $ (101,474)
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Cash flows from investing activities: - - -
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Cash flows from financing activities:
Note payable to related party 100,000 - 100,000
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Net cash provided by
financing activities 100,000 - 100,000
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Net change in cash and cash equivalents 258 1,100 (1,474)
Cash and cash equivalents at beginning of period 226 1,560 1,958
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Cash and cash equivalents at end of period $ 484 $ 2,660 $ 484
===============================================
Non cash investing and financing:
Purchase of property, plant and equipment
for debt and equity $ 2,785,000 $ - $ 2,785,000
Purchase of license rights and deposits
for debt and equity $ 510,000 $ - $ 510,000
Deposit paid by related party $ 1,500 $ - $ 1,500
Cash paid for interest and taxes $ - $ - $ -
See accompanying notes to condensed consolidated unaudited financial statements
4
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) Interim Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements have been
prepared without audit. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows as of the dates and
for the periods presented herein have been made. Certain prior year amounts have
been reclassified to conform to the current period presentation. These
reclassifications had no impact on total assets, liabilities or net loss.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to the Securities and Exchange Commission's rules and regulations. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's March 31, 2003 Annual Report on Form 10-KSB. The results of operations
for the three months ended June 30, 2003, are not necessarily indicative of the
operating results that may be expected for the year ending March 31, 2004. The
Company's significant accounting policies are set forth in Note 1 to the
Company's consolidated financial statements in its March 31, 2003 Annual Report
on Form 10-KSB.
(2) Land Purchase
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 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 (the "Property"). This
Property is anticipated to be used as a site to establish the Company's proposed
production facility. 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.
Management believes that the fair market value of the Property is
$2,800,000, which approximates the value of the purchase price paid by the
Company for the Property. The Company has recorded this transaction, however, in
accordance with current promulgated accounting pronouncements that require that
such transactions be recorded at the historical cost of SWAA since SWAA is
partially controlled by individuals or entities that have what could be
interpreted to be a significant interest in or control of the Company.
(3) Equipment and License Purchases
On May 30, 2003, the Company acquired (i) from SouthWest Management
Company its existing rights to purchase from the manufacturers a mobile block
processing plant and related know how in consideration for 400,000 shares of the
Company's restricted common stock, promissory notes in the aggregate principal
amount of $250,000 and the assumption of obligations of approximately $440,000
relating to the completion of the plant and (ii) from Santa Rosa Corporation, an
affiliate of SouthWest Management Company, a mobile surface bonding plant and
5
related know-how in consideration for 335,000 shares of the Company's restricted
common stock, promissory notes in the aggregate principal amount of $120,000 and
the assumption of obligations in the approximate principal amount of $25,000
relating to the plant. On this date the Company also acquired the rights of
SouthWest Management Company under a license agreement granting the right to
utilize the Haener Block production system in Mexico and part of the United
States in consideration for 400,000 shares of the Company's restricted common
stock, the assumption of obligations under the initial license agreement and the
assumption of obligations in the approximate principal amount of $140,000.
Management believes that the fair market value of the equipment
purchased is $245,000, and the fair market value of the license acquired is
$250,000, which values approximate the purchase prices paid by the Company for
the assets. The Company has recorded these transactions, however, in accordance
with current promulgated accounting pronouncements which require that such
transactions be recorded at the historical cost of the sellers since they are
partially controlled by individuals or entities that have what could be
interpreted to be a significant interest or control of the Company.
(4) Purchase of Subsidiaries
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"). ACMT, a fully qualified and existing Mexican
domiciled corporation, is a wholly owned subsidiary of the Company. 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. ACMT
was acquired because it was fully and immediately qualified to own and hold the
land in Mexico purchased by the Company (See Note 2). Additionally, ACMT could
be expeditiously utilized to be the company under which all required permits for
improvements to the land and all-operational activities in Mexico could be,
immediately, conducted.
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 construction 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 share of the
Company's restricted common stock.
The Company has accounted for these transactions as purchase
transactions. However, in accordance with current promulgated accounting
pronouncements, which require definitive historical conditions and activities in
order to be considered business acquisitions, which criteria include the
commencement of operations and the conducting of significant business, as of the
date of purchase. Neither entity met those criteria as of the date of purchase.
Therefore, under the accounting pronouncements and requirements these purchases
are not considered business acquisitions. Thus, since the purchase price
exceeded the net assets as of the date of acquisition, and since both entities
were partially controlled by individuals or entities that could potentially have
significant control of, or interest in, the Company, the excess of the purchase
prices over historical cost of the assets acquired was required to be accounted
for in accordance with Staff Accounting Bulletin Topic 5(g) (the "Bulletin"),
and which is defined in the Bulletin as a `preferential distribution' for
accounting purposes. . Company's management holds the position that the reduced
amounts, as recorded, do not properly reflect the true value to the Company, but
recognize the need to comply with all promulgated pronouncements.
6
Item 2. Management's Discussion and Analysis or Plan of Operation
The following plan of operation provides information which management
believes is relevant to an assessment and understanding of our condensed
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the consolidated financial statements
included in our Form 10-KSB for the year ended March 31, 2003, and notes
thereto.
Plan of Operation
At June 30, 2003, the Company had limited business operations, and
limited assets and capital resources. The Company's business plan is to enter
into the constructions systems and products business. In furtherance of this
objective, the Company has acquired various construction related products and
systems. The Company intends to develop direct associations with businesses that
are in the construction business, familiar with the construction methods
required to use the Company's products, have projects available where the
Company's products meet the necessary requirements, and sell products directly
to such businesses. It is anticipated that initially the products would be used
in the residential market. Preliminary meetings, discussions and negotiations
have indicated that this plan for distribution of the products will allow the
Company to enter targeted markets with minimum of costs and expense related to
marketing.
In furtherance of the Company's business objectives, the Company has
sought opportunities 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, commercial and industrial buildings, as well as other complimentary
construction elements. Additionally, the Company sought the acquisition of real
property that had the potential to be used as 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.
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 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 (the "Property"). 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.
The Company recognizes the requirements to locate its potential
production site in an area where the raw materials necessary for cost effective
operations were readily available, and where finished products would have ready
access to the transport and distribution system. The Company believes that it
has addressed this issue with respect to its anticipated operations in the
Puebla, Mexico by acquiring the Property. The Property is anticipated to be used
as a site to establish a production facility.
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"). ACMT, as a wholly owned subsidiary of the
Company, and recognized as being integral in the successful accomplishment of
the plan of operations of the Company, holds title to the Property. Also, under
the current plan of operations, ACMT will be used by the Company as the entity
to operate its production facility in Puebla, Mexico, 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.
7
The former owners of ACMT (the "Owners") are independently engaged in
the development and construction of homes and other buildings in the immediate
vicinity of the Property. Under a oral commitment received from the Owners, once
the ACMT production facility is in operation the products produced at the ACMT
production site are expected to be the sole source of the block products used by
the Owners in connection with their construction projects in Puebla, Mexico.
Based on discussions with the Owners, the Company anticipates that the number of
block used in the Owners projects could approximate in excess of 4 million
units. There can be no assurance, however, as to the number of block that will
be purchased by the Owners.
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.
On May 30, 2003, the Company acquired (i) from SouthWest Management
Company its existing rights to purchase from the manufacturers a mobile block
processing plant and related know how in consideration for 400,000 shares of the
Company's restricted common stock, promissory notes in the aggregate principal
amount of $250,000 and the assumption of obligations in the approximate
principal amount of $440,000 relating to the plant and (ii) from Santa Rosa
Corporation, an affiliate of SouthWest Management Company, a mobile surface
bonding plant and related know-how in consideration for 335,000 shares of the
Company's restricted common stock, promissory notes in the aggregate principal
amount of $120,000 and the assumption of obligations in the approximate
principal amount of $25,000 relating to the plant. On this date the Company also
acquired the rights of SouthWest Management Company under a license agreement
granting the right to utilize the Haener Block production system in Mexico and
part of the United States in consideration for 400,000 shares of the Company's
restricted common stock, the assumption of obligations under the initial license
agreement and the assumption of obligations in the approximate principal amount
of $140,000.
In May, 2003, the Company also began paying SouthWest Management
Company and its independent contractors for site preparation, development,
supervisory, security along with public and governmental relations services in
connection the Company's efforts to utilize the Property as a site to produce
and supply components of dry-stacked masonry wall systems for residential
construction projects in Puebla, Mexico and in connection with other
opportunities.
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 executed and there can
be no assurance that any definitive arrangements will be completed or that the
Company will have sufficient funding to execute its business plan or that its
business plan will be successful.
The Company has experienced net losses since inception and has had no
significant revenues during recent years. Except as described above, during the
past two fiscal years the Company has had no business operations. In light of
these circumstances, the ability of the Company to continue as a going concern
is significantly in doubt. The attached financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Results of Operations
During the past two fiscal years the Company has had no revenues. The
Company's operating costs and expenses were approximately $172,222 for the three
months ended June 30, 2003, compared with $19,475 for the comparable period of
the prior year. The increase resulted mainly from approximately $43,756 in
interest expense, $46,433 in start-up costs and expenses together with costs and
expenses required to initiate the Company's plan of operations.
8
Liquidity
As of June 30, 2003, the Company's current assets totaled approximately
$2,144, its current liabilities totaled approximately $2,665,009 and it had a
working capital (deficit) of $2,662,865. The Company's current liabilities
include related party payables in the amount of $184,858, accounts payable in
the amount of $26,395 and accrued interest in the amount of $43,756. The Company
also has $2,410,000 in demand notes payable to related parties and others.
The Company does not have sufficient funding to meet its short or
long-term cash needs. The Company anticipates that it will need at least
$5,000,000 to execute its business plan during the next twelve months. The
Company has been in discussions to secure the capital required under its
business plan. To date, the Company has no firm commitments to secure the
required capital. To the extent possible, the Company may seek to raise
additional funds through the sale of equity securities or by borrowing money to
fund its business plan. There can be no assurance that the Company will be able
to raise needed funds or that such funding will be available on reasonable
terms. If the Company is unable to raise sufficient funding, it will be unable
to execute its plan of operations or continue its business operations.
Forward-Looking Statements
When used in this Form 10-QSB, in the Company's filings with the
Securities and Exchange Commission ("SEC"), in the Company's press releases or
other public or stockholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
specifically include, but are not limited to, project launch dates; dates upon
which revenues may be generated or received; the execution of agreements
relating to the dry stack masonry systems; plans to rely on strategic partners
to pursue commercialization of the Company's business plan; expectations
regarding the ability of the Company's products and systems to compete with the
products of competitors; acceptance of the Company's products and systems by the
marketplace as cost-effective; sufficiency and timing of available resources to
fund operations; plans regarding the raising of capital; the size of the market
for products and systems; plans regarding sales and marketing; strategic
business initiatives; intentions regarding dividends and the launch dates of the
Company's projects.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based on
certain assumptions and expectations which may or may not be valid or actually
occur, and which involve various risks and uncertainties, including but not
limited to risk of a lack of demand or low demand for the Company's products and
systems; the inability to enter into commercial arrangements relating to the
Company's products and systems; competitive products and pricing, delays in
introduction of products and systems due to manufacturing difficulties or other
factors; difficulties in product development, commercialization and technology,
changes in the regulation of planned or possible construction projects and other
risks set forth in Item 6 of the Company's Annual Report on Form 10-QSB. If and
when revenues commence, sales may not reach the levels anticipated. As a result,
the Company's actual results for future periods could differ materially from
those anticipated or projected.
Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
9
PART II -- OTHER INFORMATION
Item 2. Changes in Securities.
On May 14, 2003, the Company and SWAA, an accredited investor, closed
on a Purchase and Sale Agreement whereby the Company purchased approximately
twenty-one acres of 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. 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 ACMT. ACMT, as a wholly-owned subsidiary of the Company, holds
title to the Property. As consideration for the ACMT purchase, the Company
issued to the accredited 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 ICC. As consideration for the ICC purchase, the
Company issued to the accredited 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.
On May 30, 2003, the Company acquired (i) from SouthWest Management
Company its existing rights to purchase from the manufacturers a mobile block
processing plant and related know how in consideration for 400,000 shares of the
Company's restricted common stock, promissory notes in the aggregate principal
amount of $250,000 and the assumption of obligations in the approximate
principal amount of $440,000 relating to the plant and (ii) from Santa Rosa
Corporation a mobile surface bonding plant and related know-how in consideration
for 335,000 shares of the Company's restricted common stock, promissory notes in
the aggregate principal amount of $120,000 and the assumption of obligations in
the approximate principal amount of $25,000 relating to the plant. On this date
the Company also acquired the rights of SouthWest Management Company under a
license agreement granting the right to utilize the Haener Block production
system in Mexico and part of the United States in consideration for 400,000
shares of the Company's restricted common stock, the assumption of obligations
under the initial license agreement and the assumption of obligations in the
approximate principal amount of $140,000.
The issuance of the securities in the transactions described above were
exempt from registration pursuant to Sections 4(2) and 4(6) of the Securities
Act of 1933 and pursuant to Regulation D as promulgated under the Securities Act
of 1933. The Company did not use an underwriter in connection with these
transactions.
10
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit Index
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.1 Debtor's Second Plan of Reorganization with Modifications
Through December 2, 1999, Order of Judge R. Thomas Stinnett
dated December 9, 1999 and Order Approving Disclosure
Statement and Confirming Second Amended Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code (Incorporation by
reference to the Company's Current Report on Form 8-K, dated
May 23, 2000).
2.2 Final Order Closing the Chapter 11 Case.
3(i).1 Articles of Incorporation of the Company (Incorporated by
reference to the Company's Registration Statement on Form S-1
filed with the Commission on January 13, 1989, file No.
33-26541).
3(i).2 Articles of Amendment to the Articles of Incorporation
(Incorporated by reference to Exhibit 3(i).2 to the Company's
Annual Report on Form 10-QSB, dated March 31, 2003).
3(ii) Amended and Restated Bylaws of the Company (Incorporated by
reference to the Company's Registration Statement on Form S-1
filed with the Commission on January 13, 1989, file No.
33-26541).
10.1 Demand Promissory Note in the principal amount of $100,000
(Incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K, dated April 22, 2003).
10.2 Purchase and Sale Agreement by and between the Company and
SWAA Tepeaca Holdings, LC, effective May 1, 2003 (Incorporated
by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K, dated May 14, 2003).
10.3 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
(Incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K, dated May 14, 2003).
10.4 Securities Purchase Agreement by and between the Company and
the Owners of International Construction Concepts, Inc.,
effective May 8, 2003 (Incorporated by reference to Exhibit
10.3 to the Company's Current Report on Form 8-K, dated May
14, 2003).
10.5 Asset Purchase Agreement by and between the Company and Santa
Rosa Corporation, effective May 30, 2003 (Incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 8-QSB, dated June 30, 2003).
10.6 Asset Purchase Agreement by and between the Company and the
parties identified therein, effective May 30, 2003
(Incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 8-QSB, dated June 30, 2003).
31.1 Certification by under Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification under Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
No Current Reports on Form 8-K were filed by the Company
during the quarterly period ended June 30, 2003.
11
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
(Registrant)
Date: September 2, 2003 By /s/ Richard J. Anderson
----------------------------------
Richard J. Anderson
President and Principal Financial
and Chief Accounting Officer
12