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)
August 31, 2004
NOXSO CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 000-17454 54-1118334
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13c-4(c)
This document contains a total of 3 pages.
Item 8.01 Other Events.
On August 31, 2004, NOXSO Corporation released the following information:
NOXSO CORPORATION REPORTS PRELIMINARY ARRANGEMENTS
FOR DEVELOPMENT AND CONSTRUCTION FINANCING
BOUNTIFUL, UT and PUEBLA, PUEBLA, MEXICO - August 31, 2004 NOXSO Corporation and
its wholly owned subsidiary, Advanced Construction and Manufacturing
Technologies De Mexico S.A. de C.V. (collectively, the "Company"), today
announced that it has reached verbal agreement in principle on a multi-project
financing agreement with a private financial party ("Lender") for all of the
necessary development and construction financing for the housing projects under
the CIFASA contract. Under the terms of the verbal agreement, the financing
would be priced at bank rates plus an additional negotiated percentage for the
funds drawn down for project development, urbanization and construction; in
addition, the Lender would also receive a negotiated participation in the net
profits on each project financed. The Lender would have the right to participate
in the budgetary process for each project, including establishing the sales
prices of the houses together with the corresponding budgets for the
development, urbanization and construction costs and expenses. The parties are
in the process of preparing written agreements memorializing their verbal
understanding. The financing arrangements are subject to, among other things,
the negotiation, preparation, and execution of mutually satisfactory definitive
written agreements, the requisite corporate approvals and the receipt of any
necessary third party consents. There can be no assurance that the financing
arrangements will be consummated on the preliminarily agreed terms or at all.
On June 22, 2004, the Company entered into an Agreement of Association for
Development of Real Property and Construction of Houses in Mexico 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 to be developed in and adjacent to the city of Puebla, in the state
of Puebla, Mexico. The first four approved projects 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 with CIFASA, the Company is to obtain and provide the
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. The multi-project working
financing agreement for the development and construction with the financing
party meets the Company's responsibility under the CIFASA Agreement, and permits
the initiation of the projects contemplated.
Concurrently, CIFASA is working on the completion of its requirements to obtain
and provide qualified buyers and related sales guarantees to complete the
project. There can be no assurance that such buyers and guarantees will be
available or, if available, that it will be obtained on favorable terms. In
addition, the Agreement contemplated that detailed definitive master development
and construction agreements relating to the projects will be drafted and
executed. With the Company's financing commitments now being finalized, the
completion of such agreements can be consummated. 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.
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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: September 1, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President
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