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 June 30, 2004
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 18, 2004
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Common Stock, $.01 par value 11,937,150 shares
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
NOXSO CORPORATION, AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Balance Sheet
(Unaudited)
June 30, 2004
- ------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash $ 1,181
Deposits and prepaid expenses 49,095
------------------
Total current assets 50,276
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Property, plant and equipment 2,570,000
Perlite ore 2,000,000
Deposits and other assets 138,450
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Total assets $ 4,758,726
==================
- -----------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 22,099
Accrued interest due related parties and others 141,853
Related party payables 417,332
Notes payable to related parties 1,890,000
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Total current liabilities 2,471,284
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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 117,872
Additional paid-in capital 3,510,054
Accumulated deficit (1,340,484)
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Total stockholders' equity 2,287,442
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Total liabilities and stockholders' equity $ 4,758,726
==================
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
2004 2003 Amounts
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Revenue $ - $ - $ -
General and administrative expenses 123,031 128,466 1,160,953
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Loss from operations (123,031) (128,466) (1,160,953)
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Other income (expense):
Other income - - 118,688
Interest expense (69,003) (43,756) (298,219)
Loss before provision for income taxes (192,034) (172,222) (1,340,484)
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Income tax (expense) benefit - - -
Net loss $ (192,034) (172,222) (1,340,484)
================================================
Net loss per share - basic and diluted $ (.02) (.04)
================================
Weighted average common and common
equivalent shares - basic and diluted 11,787,150 4,026,871
================================
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,
- -------------------------------------------------------------------------------------------------
2004 2003
Cash flows from operating activities:
Net loss $ (192,034) $ (172,222)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Decrease (increase) in:
Accounts receivable (4,000)
Prepaid expenses (5,000)
Other current assets 1,660
Increase (decrease) in:
Accounts payable 5,424 (55,216)
Accrued liabilities 67,504 43,756
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Net cash (used in) provided by operating activities (128,106) (185,342)
-------------------------------
Cash flows from investing activities:
Advances for acquisition (82,300)
Decrease in other assets 35,000
Purchase of equipment (25,000)
Improvements on land (40,000)
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Net cash (used in) provided by investing activities (47,300) (65,000)
-------------------------------
Cash flows from financing activities:
Payments to reduce related parties notes payable (10,000)
Increase in amounts due related parties 185,190 250,600
-------------------------------
Net cash (used in) provided by financing activities 175,190 250,600
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Net increase (decrease) in cash and cash equivalents (216) 258
Cash and cash equivalents at beginning of period 1,397 226
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Cash and cash equivalents at end of period $ 1,181 $ 484
===============================
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, 2004 Annual Report on Form 10-KSB. The results of operations
for the three months ended June 30, 2004, are not necessarily indicative of the
operating results that may be expected for the year ending March 31, 2005. The
Company's significant accounting policies are set forth in Note 1 to the
Company's consolidated financial statements in its March 31, 2004 Annual Report
on Form 10-KSB.
(2) Acquisition, Capitalization Change and Agreements
On May 5, 2004, the Company made an initial payment under a Security
Purchase Agreement ("SPA") with two 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 will acquire 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. The SPA is subject to Grupo providing to the
Company written substantiation and verification of certain original legal,
administrative and financial documentation ("documentation") for a final closing
to occur. As of June 30, 2004, due to circumstances of both parties such
documentation and substantiation was either incomplete or had not been provided
by Grupo to the Company. Until such documentation and substantiation are
provided to the Company by Grupo a final closing cannot occur. When the final
closing occurs Grupo will become a wholly owned subsidiary of the Company. The
Company is currently evaluating the most effective way to utilize Grupo under
the enhanced focus of its operations in developing its constructions systems,
project development and the products business in Mexico.
On May 6, 2004, the Company held a Special Stockholder's Meeting for
the purpose of submitting to a vote the proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of capital stock
from 20,000,000 to 100,000,000, comprised of 80,000,000 shares of common stock
with a par value of $.01 per share and 20,000,000 shares of blank check
preferred stock with a par value of $.01 per share. The proposal passed with
holders of 10,357,487 shares voting for the proposal, holders of -0-- shares
voting against the proposal and holders of 220 shares abstained from voting on
the proposal. As of the date of this filing, the application for the
modification of the capitalization of the Company is being completed in
accordance with change approved by the stockholders and in compliance with the
statutes and requirements of the State of Virginia.
In June 2004, the Company and its wholly owned subsidiary, Advanced
Construction and Manufacturing Technologies De Mexico S.A. de C.V. ("ACMT"),
entered into an Agreement of Association for Development of Real Property and
Construction of Houses in Mexico (the "CIFASA 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.
5
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
and begin production utilizing such systems. 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.
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, 2004, and notes
thereto.
Plan of Operation
At June 30, 2004, the Company had limited business operations, and
limited assets and capital resources. The focus of the Company's plan of
operations to enter into the constructions systems and products business was
expanded and enhanced during the 4th quarter of its fiscal year ended March 31,
2004, to include the development of land properly approved and permitted for the
construction of buildings utilizing its products and SouthWest Management
Company's ("SouthWest") [a significant operational associate of the Company]
proprietary system of construction (the "Company's products and system").
In furtherance of this objective, the Company entered into negotiations
to unify and focus all related operations in Mexico. Additionally, the Company
has sought and held discussions and negotiations to license economically viable
construction related products and systems. The Company intends to continue to
develop direct associations with entities that can provide assistance and
support for the Company's enhanced focus in the development and construction
business, and that have approved projects available where the Company's system
and products can be utilized. Additionally, the Company is discussing with these
and other entities their capacity to adapt their experience to the proprietary
system of construction of SouthWest and the methods required to use the
Company's products.
During the past year of pre-operation preparation, the Company and
SouthWest discussed the need to have a fully trained and effective cadre of
trainers and supervisors for the projects being negotiated and prepared in
Puebla, Mexico. SouthWest, which is also the managing member of SWAA Tepeaca
Holdings, LC, initiated a series of small-to-medium-sized housing development
and construction projects in Florida with a group of investors un-related to the
Company, utilizing SouthWest's system of construction and the products similar
to those that the Company will produce and utilize in Mexico. These projects
have enabled SouthWest to train personnel in its system of construction and
operations, along with providing the Company with a `hands-on operational
demonstration laboratory of the system, the workforce and actual completed units
without commensurate costs for the Company. SouthWest and the Company have a
working agreement for the management and training for initial block production
operations and construction personnel for the Mexico projects. SouthWest along
with ACMT will participate in the actual management of the projects.
This period of the development and construction of the housing projects
in Florida, has demonstrated not only positive results relating to the wall
system itself, but also the acceptance of the SouthWest's proprietary system of
construction. While the Company does not own the Florida projects, these
projects have provided positive, hands-on operational evidence to the decision
makers who have visited and toured the Florida projects, from Puebla, Mexico,
who represent the unions and other entities with whom the Company and ACMT have
worked to obtain contractual commitments for housing and related financing
arrangements.
After these visits, numerous meetings and discussions were held with
these decision makers of the entities with whom and for whom projects and
agreements were being negotiated. The consensus from all these meetings was that
in order to provide the assurances being required, the Company would need to
6
enhance its focus and operational direction. In so doing, it was determined that
control of the wall system components production would not be sufficient to meet
the requirements of the contracts being negotiated. Additionally, supervisory
control of the property development together with the actual system of
construction would be necessary.
The results of a series of ongoing discussions and negotiations with
SouthWest were that the Company, through ACMT, utilizing and expanding its
operations and training agreement with SouthWest, would control all phases of
the projects. This enhanced focus of the Company required organizational and
operational changes. In order to obtain control of all of the negotiations,
agreements and contracts for the development and construction of housing using
the system of SouthWest and the wall system that had been done in Puebla,
Mexico, the Company, in concert with SouthWest, held discussions with the owners
of the Mexican corporation, Grupo Industrial Potro S.A. de C.V. ("Grupo"). Grupo
was the entity with whom SouthWest had agreed to work in the development and
construction of housing in Puebla, Mexico, utilizing the products produced by
the Company. Those discussions resulted in the acquisition of Grupo becoming a
wholly owned subsidiary of the Company. The agreement is effective as of April
29, 2004.
On May 5, 2004, the Company made an initial payment of $25,000 under a
Security Purchase Agreement ("SPA") with two sole owners of Grupo Industrial
Potro S.A. DE C.V. ("Grupo"), domiciled in Puebla, Mexico. Under the terms of
the agreement, the Company will acquire 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. The SPA
is subject to Grupo providing to the Company written substantiation and
verification of certain original legal, administrative and financial
documentation ("documentation") for a final closing to occur. As of June 30,
2004, due to circumstances of both parties such documentation and substantiation
was either incomplete or had not been provided by Grupo to the Company. Until
such documentation and substantiation are provided to the Company by Grupo a
final closing cannot occur. When the final closing occurs Grupo will become a
wholly owned subsidiary of the Company. As of June 30, 2004, the Company has
advanced approximately $57,300 to Grupo through ACMT for costs and expenses.
This amount together with the $25,000 initial payment is recorded on the balance
sheet under the category of "Other assets" pending the final closing of the
acquisition.
Grupo is the entity through which initial contacts and discussions with
the unions had been made, the entity that had been funded by SouthWest in the
development of plans and drawings for residential homes for union buyers, and
the entity that was to be the partner with SouthWest for the development and
construction of projects. In order to completely unify and focus all operations
in Mexico, the Company will acquire Grupo. Grupo and SouthWest were the original
organizers of ACMT. In the purchase of ACMT by the Company in May 2003, Grupo
received a $75,000 note payable from the Company and restricted shares of the
Company's common stock. Grupo holds a total of approximately 305,000 shares of
the Company's restricted common stock that will be cancelled when the
acquisition is completed. The Company is currently evaluating the most effective
way to utilize Grupo under the enhanced focus of its operations in developing
its constructions systems, project development and the products business in
Mexico.
During the month of May 2004, the Company realigned all operational
matters in Mexico. ACMT, the Company's other Mexican subsidiary, was designated
as the principal operational subsidiary of the Company in Mexico. All matters
related to the Company's business direction and focus in Puebla, Mexico, were
placed as the responsibility of ACMT. At that time, the Company named Richard J.
Anderson as the President and Director, with M. Ismael Silva Lopez as
Vice-President of Operations and Director, and Andres Alvarez Cerecedo as Vice
President and Director.
During the month of May 2004, the Company hosted a tour of the Florida
projects for union officials from Puebla, Mexico, representing in excess of
15,000,000 union members in Mexico. These officials are seeking affordable
housing sources for their members, and had been in ongoing discussions with the
principals of Grupo for a period of time. Since neither Grupo, SouthWest nor the
Company had any housing units in Mexico, the need to see actual construction and
completed units became a significant step in the negotiations with potential
project partners that own real estate; that are interested in participating in
the development of such real estate, and that have the resources to provide
qualified buyers and guaranteed payment for completed houses. The hosted tours
of the Florida operations of SouthWest were extremely positive and resulted in
the agreement described below.
In June 2004, the Company and ACMT, entered into an Agreement of
Association for Development of Real Property and Construction of Houses in
Mexico (the "CIFASA 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
7
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. The
Company is moving forward under the enhanced focus to finalize detailed
development and construction agreements as called for in the CIFASA agreement.
Preliminary drafts have been prepared by CIFASA and just received by the
Company. The agreements are being translated for review by all parties and
counsel. These agreements, when completed, are expected to provide the basis for
additional projects in Puebla, Mexico.
Under the CIFASA 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.
A significant element under the CIFASA Agreement was the responsibility
for the Company to obtain and provide development and construction financing for
the CIFASA projects. The Company, through its subsidiary ACMT and working in
concert with its affiliate SouthWest has reached a preliminary arrangement with
a funding party in Mexico where, subject to the preparation of mutually
satisfactory definite written agreements memorializing the details of this
verbal arrangement, the funding party has agreed to provide development and
construction financing for at least six residential development and construction
projects over the next several years with a projected total of approximately
13,300 residential homes, in consideration for a negotiated participation in the
net profits developed from the sale of the developed lots with completed homes.
The first four projects to be financed thereunder total approximately 400 units,
are designed to adapt the Company's plans for housing units, developed in Mexico
by the personnel of ACMT, to the SouthWest proprietary system of construction,
and to be combined with on-site training by SouthWest trainers and supervisors
of qualified local personnel in preparation for the roll out of the larger
projects. The value of the preliminary arrangement is estimated to initially
approximate $2-3,000,000 USD. It is anticipated that estimated value could
increase to $10,000,000 USD, on a rollover basis to meet increasing project
development and construction requirements, subject to the Company, ACMT and
SouthWest successfully meeting the criteria of the written definitive agreements
that are currently being negotiated and prepared. Until these arrangements are
finalized, however, there can be no assurance that the Company will realize to
projected or any revenue from this project.
The funding of the projects under this preliminary arrangement would
begin immediately following the execution of the mutually satisfactory
definitive written agreements and is intended to be done under the guaranteed
qualified buyer's commitments and agreements the Company has previously obtained
from unions for their members and supported by local financial institutions
providing the funding. While there can be no assurance that the parties will
consummate a final written agreement relating to this funding, substantially all
of the significant participation matters have been agreed to in principle; the
final budgets and procedures for their implementation are currently being
resolved.
The Company's subsidiary ACMT is currently being contacted by other
individuals representing entities and groups, similar to CIFASA, with projects
in and around the Puebla area. The Company expects to enter into additional
agreements similar to the CIFASA agreement to develop and construct homes that
use the Company's products and system as well as other development and
construction projects utilizing such systems and products. At the present time,
8
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.
Results of Operations
During the past two fiscal years the Company has had no revenues. The
Company's operating costs and expenses were approximately $192,034 for the three
months ended June 30, 2004, compared with $172,222 for the comparable period of
the prior year. The increase resulted mainly from an increase of approximately
$25,247 in interest expense together with costs and expenses required to
initiate the Company's plan of operations.
Liquidity
As of June 30, 2004, the Company's current assets totaled approximately
$50,276, its current liabilities totaled approximately $2,471,284 and it had a
working capital deficit of ($2,421,008). The Company's current liabilities
include accounts payable in the amount of $22,099, accrued interest on related
party accounts and notes payable in the amount of $ 141,853, and related party
payables in the amount of $417,332. The Company also has $1,890,000 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.
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
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Critical Accounting Policies
The Company's Officers and Management believe that all of its financial
reports and the accounting policies and procedures used to record transactions
in its books and records, adhere to Generally Accepted Accounting Principles.
Currently, management believes that all of the transactions and accounting
policies and procedures being utilized fairly and accurately report the
Company's financial condition and results. Since the Company is in the
development stage, certain accounting policies that will be critical have not
yet been established. Policies that have been established and are considered
critical include accounting for property and equipment and related impairment
and for acquisitions of assets and licenses.
9
Recent Accounting Pronouncements
The Company has not adopted any new accounting policies that are not
disclosed in the Company's annual report on Form 10-KSB that would have a
material impact on the Company's financial condition, changes in financial
conditions or results of 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-KSB. 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
We have evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of the design and
operation of our disclosure controls and procedures as of June 30, 2004,
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company required to be included in our 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.
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10
PART II -- OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On May 6, 2004, the Company held a Special Stockholder's Meeting for
the purpose of submitting to a vote the proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of capital stock
from 20,000,000 to 100,000,000, comprised of 80,000,000 shares of common stock
with a par value of $.01 per share and 20,000,000 shares of blank check
preferred stock with a par value of $.01 per share.
Item 4. Submission of Matters to a Vote of Security Holders
On May 6, 2004, the Company held a Special Stockholder's Meeting for
the purpose of submitting to a vote the proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of capital stock
from 20,000,000 to 100,000,000, comprised of 80,000,000 shares of common stock
with a par value of $.01 per share and 20,000,000 shares of blank check
preferred stock with a par value of $.01 per share. The proposal passed with
holders of 10,357,487 shares voting for the proposal, holders of -0-- shares
voting against the proposal and holders of 220 shares abstained from voting on
the proposal. As of the date of this filing, the application for the
modification of the capitalization of the Company is being completed in
accordance with change approved by the stockholders and in compliance with the
statutes and requirements of the State of Virginia.
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-KSB, 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).
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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).
10.7 Asset Purchase Agreement between the Company and the
Foundation for Advanced Research (Incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K,
dated February 2, 2004).
10.8 Master Lease Agreement between the Company for itself and as
agent for it subsidiaries and participants, and Aguila Leasing
Group, The Leasing Division Of Aguila Ventures Corporation,
for itself and as agent for certain participants (Incorporated
by reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-KSB, dated March 31, 2004).
10.9 Securities Purchase Agreement by and between the Company and
the owners of Grupo Industrial Potro S.A. de C.V., dated May
5, 2004. (Incorporated by reference to Exhibit 10.9 to the
Company's Current Report on Form 8-K, dated May 5, 2004).
10.10 Agreement of Association for Development of Real Property and
Construction of Houses in Mexico by and between ACMT and
CIFASA (Incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, dated June 22, 2004).
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:
Reports on Form 8-K
The Company filed a current report on Form 8-K, dated May 5, 2004,
reporting under Item 5 the acquisition of Grupo.
The Company filed a current report on Form 8-K, dated June 22, 2004,
reporting under Item 5 property development arrangements with CIFASA.
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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
(Registrant)
Date: August 18, 2004 By /s/ Richard J. Anderson
----------------------------------
Richard J. Anderson
President and Principal Financial
and Chief Accounting Officer
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