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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March 15, 2004
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) 296-6976
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(Registrant's telephone number, including area code)
This document contains a total of 3 pages.
Item 5. Other Information
Noxso Corporation (the "Company") previously reported in a Current
Report on Form 8-K (the "8-K), filed February 4, 2004, that it had entered into
a Stock Purchase Agreement (the "Agreement") with Cheong Tat Corporation
("CTC"). Under the terms of the Agreement, the Company was to receive from CTC
an assignment of a Certificate of Deposit issued by Barclays Bank PLC - Isle of
Man, UK, CTC, in the principal amount of a $50,000,000 in consideration for the
issuance various Company securities. The closing of the Agreement was subject to
CTC providing a bank to bank confirmation or other evidence that was
satisfactory to the Company that title to the Certificate of Deposit had been
transferred to the Company. Confirmation of the transfer of the Certificate of
Deposit was not been forthcoming. As a result, on March 15, 2004, the Company
and CTC amicably rescinded the Stock Purchase Agreement.
The Company had also previously reported in the 8-K on the acquisition
of 1,550,000 shares of the Company's restricted common stock by SWAA Tepeaca
Holdings, LC ("SWAA") and 1,600,000 shares of the Company's restricted common
stock by The Foundation for Advanced Research ("FAR") in transactions that were
unrelated to the CTC transaction described above. The information reported
regarding SWAA and FAR was correct, except that the percentage of outstanding
stock reported to be held by SWAA and FAR is incorrect in light of the
rescission of the CTC transaction. The Company has a total of 11,437,150 shares
of common stock outstanding, after the rescission. The rescission results in
SWAA owning approximately 41.8% of the Company's issued and outstanding shares
of common stock, and FAR owning approximately 14.8% of the Company's issued and
outstanding shares of common stock.
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
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10.1 Letter of Rescission
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: March 16, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President and Director