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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June 22, 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 8 pages.
Item 5. Other Information
On June 22, 2004, Noxso Corporation and its wholly owned subsidiary,
Advanced Construction and Manufacturing Technologies De Mexico S.A. de C.V.
(collectively, the "Company"), entered into an Agreement of Association for
Development of Real Property and Construction of Houses in Mexico (the
"Agreement") with Constructor and Inmobilaria Cifasa S.A. de C.V. ("CIFASA") and
Southwest Management Solutions Corporation ("SMSC"). Under the Agreement, five
real estate projects are expected to be developed in and adjacent to the city of
Puebla, in the state of Puebla, Mexico. The development and construction of the
first four projects have been approved by local authorities for approximately
772 single-family residential houses - comprised of 520 one-bedroom houses in
duplex format and 252 three-bedroom houses in duplex format. The fifth project
is a multi-phase mixed-use project that is anticipated to include approximately
7,000 single-family residential homes, several commercial sites and school,
hospital and shopping center sites.
Under the Agreement, CIFASA is to provide the real property, together
with all development, construction and related `licenses' or permits, and then,
enter into certain sales arrangements that provide for guaranteed sales to
pre-qualified buyers together with payment for such sales within 3 days of
completion of the houses by government-based programs and commercial banks
domiciled in Mexico, and, in addition provide other related services. The
Agreement provides that the Company is to obtain and provide development and
construction financing, provide construction services using the proprietary
construction systems of SMSC, staff the development and construction phases of
the projects and provide other services. Neither party has in place the required
sales guarantees, development or construction financing to complete the projects
and there can be no assurance that such guarantees and financing will be
available or, if available, that it will be obtained on favorable terms. In
addition, the Agreement contemplates that detailed definitive master development
and construction agreements relating to the projects will be drafted and
executed. Although all parties are in general agreement as to such master
development and construction agreements, there can be no assurance that such
agreements will be successfully consummated, and, as a result, until such
agreements are executed, and the guarantees and financings are achieved, there
can be no assurance that the projects will be successfully completed.
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 Agreement of Association for Development of Real
Property and Construction of Houses in Mexico, dated
June 22, 2004
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: June 25, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President and Director