SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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May 5, 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 11 pages.
Item 5. Other Information
On May 5, 2004, the Company entered into a Security Purchase Agreement
with sole owners of Grupo Industrial Potro S.A. DE C.V. ("Grupo"), domiciled in
Puebla, Mexico. The agreement is effective as of April 29, 2004. Under the terms
of the agreement, the Company acquired all of the outstanding equity securities
of Grupo in consideration for promissory notes in the aggregate principal amount
of $100,000 and 350,000 shares of the Company's restricted common stock. As a
result, Grupo will become a wholly owned subsidiary of the Company. The Company
plans to use Grupo to assist it in developing its constructions systems, project
development and and the products business in Mexico.
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 Securities Purchase Agreement, effective
April 29, 2004
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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.
NOXSO CORPORATION
Date: May 6, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President and Director
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