FORM 10-QSB
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 September 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 November 14, 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)
- --------------------------------------------------------------------------------
September 30, 2003
------------------
Assets
Current Assets
Cash $ 1,548
Deposits and prepaid expenses 1,660
-----------
Current Assets 3,208
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Property Plant & Equipment
Land 2,540,000
Equipment 245,000
-----------
Total Property Plant & Equipment 2,785,000
-----------
License rights 120,000
Deposits and other assets 394,093
-----------
Total Assets $ 3,302,301
===========
Liabilities And Stockholder's Equity
Current Liabilities
Accounts payable $ 45,127
Accrued interest due related parties and others 110,542
Related party payables 282,463
Notes payable to related parties and others 2,410,000
-----------
Current Liabilities 2,848,132
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Commitments and contingencies -
Stockholders' Equity
Common Stock, $.01 Par Value, 20,000,000 Shares
Authorized, 7,877,150 Shares
Outstanding at September 30, 2003 78,872
Paid In Capital 861,595
Accumulated Deficit (486,298)
-----------
Total Stockholders' Equity 454,169
-----------
Total Liabilities and
Shareholders' Equity $ 3,302,301
===========
See accompanying notes to condensed consolidated unaudited financial statements
2
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Statement of Operations
(Unaudited)
- --------------------------------------------------------------------------------------------------------------
Six Months Ended Three Months Ended Cumulative from
September 30, September 30, Inception to
--------------------- -------------------- September 30,
2003 2002 2003 2002 2003
Revenue $ - $ - $ - $ - $ -
----------- --------- --------- ---------- ------------
General and administrative expenses 239,646 30,179 111,345 10,704 (494,444)
----------- --------- --------- ---------- ------------
Net Loss From Operations (239,646) (30,179) (111,345) (10,704) (494,444)
----------- --------- --------- ---------- ------------
Other expense - Interest (110,542) - (66,621) - (110,542)
Other Income - 41,000 - 41,000 118,688
----------- --------- --------- ---------- ------------
Net Other Income (Expense) (110,542) 41,000 (66,621) 41,000 8,146
----------- --------- --------- ---------- ------------
Net Income / (Loss) $ (350,188) $ 10,821 $(177,966) $ 30,296 $ (486,298)
=========== ========= ========= ========== ============
Income / (Loss) Per Common Share $ (0.06) $ 0.01 $ (0.02) $ 0.03 $ (0.26)
=========== ========= ========= ========== ============
Average Shares Outstanding 5,967,558 1,115,714 7,887,150 1,135,000 1,844,067
=========== ========= ========= ========== ============
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)
- -------------------------------------------------------------------------------------------------
Six Months
Ended Cumulative from
September 30, Inception to
--------------------------- September 30,
2003 2002 2003
------------ ----------- ------------
Cash Flows From Operating Activities:
Net Income (Loss) $ (350,188) $ 10,821 $ (486,298)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Common Stock Issued For Services - 6,250 6,250
Decrease (Increase) in Other Current Assets
Other current assets (160) 7,371 (160)
Funds held in escrow - - 98,152
Preference payments receivable - - 20,258
Increase (Decrease) in Liabilities
Amounts due related parties 147,732 - 186,871
Accounts Payable (6,604) - (6,604)
Accrued Liabilities 110,542 (13,738) 81,121
Other Income - Termination of Merger Agreement - (41,000) (41,000)
------------ ----------- ------------
Cash Flows From Operating Activities: $ (98,678) $ (30,296) $ (141,410)
------------ ----------- ------------
Cash Flows From Investing Activities:
Cash Flows From Financing Activities:
Note payable $ 100,000 $ - $ 100,000
Advances from prospective merger participant - 41,000 41,000
Change in amounts due shareholders - (9,628) -
------------ ----------- ------------
Net cash provided by financing activities $ 100,000 $ 31,372 $ 141,000
------------ ----------- ------------
Net Change in Cash $ 1,322 $ 1,076 $ (410)
Cash at Beginning of Period 226 1,560 1,958
------------ ----------- ------------
Cash at End of Period $ 1,548 $ 2,636 $ 1,548
============ =========== ============
Non-Cash investing and financing:
Purchase of plant, property and equipment
for debt and equity $ 2,785,000 $ - $ 2,785,000
Purchase of license rights and deposits for
debt, equity and deemed distributions $ 514,093 $ - $ 514,093
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 and six months ended September 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, a promissory note in the 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 related
know-how in consideration for 335,000 shares of the Company's restricted common
stock, a promissory note in the 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.
5
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 hold the land
purchased by the Company (See Note 2). Additionally, ACMT could be expeditiously
utilized to be the company under which all-operational activities could be
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 include the commencement of
operations and the conducting of significant business. Neither entity met those
criteria. Therefore, under the accounting pronouncements and requirements are
not considered business acquisitions. Since the purchase price exceeded the net
assets, and since both entities were partially controlled by individuals or
entities that have potentially significant control 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) as a preferential distribution. Company's management holds the
position that the reduced amounts 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 September 30, 2003, the Company had limited business operations, and
limited assets and capital resources. As a result, the Company's activities
during the three months ended September 30, 2003 focused on locating funding to
execute its business plan. To date the Company has not raised sufficient funding
to execute its business plan.
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 Company's business plan, holds title to the Property. Also, under the
current business plan, 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 $177,966 and $350,188
for the three and six months ended September 30, 2003, compared with a profit of
$30,296 and $10,821 for the comparable periods of the prior year. The operating
costs during the 2003 periods were comprised of general and administrative
expenses of $111,345 and $239,646 and interest expenses of $66,621 and $110,542
during the three and six month periods ended September 30, 2003. The general and
administrative expenses were comprised primarily of start-up costs and expenses
together with costs and expenses required to initiate the Company's business
plan including legal, accounting and other business expenses. The interest
expense related to interest accruing on the Company's debt obligations. The 2002
profit resulted primarily from a one-time forfeiture of a $41,000 deposit by a
potential merger participant.
8
Liquidity
As of September 30, 2003, the Company's current assets totaled
approximately $3,208, its current liabilities totaled approximately $2,848,132
and it had a working capital (deficit) of ($2,844,924). The Company's current
liabilities include related party payables in the amount of $282,628, accounts
payable in the amount of $45,127 and accrued interest in the amount of $110,542.
The Company also has $2,410,000 in demand notes payable to related parties.
During the six months ended September 30, 2003 the Company used $98,678 in cash
in operating activities. The Company's financial position, lack of revenues and
lack of adequate funding raise substantial doubt about its ability to continue
as a going concern.
During the three months ended September 30, 2003, the Company received
cash advances of $72,605, which was comprised mainly of a $32,155 cash advance
from SouthWest Management Company, $40,450 from Patronus Industries, LC. Mr.
Anderson, the Company's president and a director, is the sole manager of
Patronus Industries, LC.
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 business plan or continue its operations.
Recent Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical
Corrections." This Statement amends existing authoritative pronouncements to
make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. This statement became effective on May
1, 2003 and does not have a material impact on the Company's operating results
or financial position.
In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." The disclosure requirements of
FIN 45 were effective for financial statements of interim or annual periods
ending after December 15, 2002 and did not have a material impact on the
Company's consolidated financial statements.
In November 2002, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."
EITF Issue No. 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or rights
to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of this consensus is not expected to have a material impact on the
Company's consolidated financial statements.
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires the Company to consolidate a variable
interest entity if it is subjected to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns, or both. The Company does not currently have any
interests in variable interest entities and, accordingly does not expect the
adoption of FIN 46 to have a material impact on the consolidated financial
statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures in its
balance sheet certain financial instruments with characteristics of both
liabilities and equity. It is effective for such financial instruments entered
into after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The Company does not believe
the adoption of SFAS No. 150 will have a material effect on its financial
statements.
9
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.
Item 3. Controls and Procedures.
The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
September 30, 2003 pursuant to Exchange Act Rule 15d-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be
included in the Company's periodic SEC filings. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation.
10
PART II - OTHER INFORMATION
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 (Incorporated by reference to
Exhibit 2.2 of the Company's Annual Report on Form 10-KSB, dated March
31, 2003).
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 September 30, 2003.
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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.
Date: November 18, 2003 NOXSO CORPORATION
(Registrant)
By /s/ Richard J. Anderson
----------------------------------
Richard J. Anderson
President and Principal Financial
and Chief Accounting Officer
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