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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September 3, 2004
NOXSO CORPORATION
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(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 6 pages.
Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2004, NOXSO Corporation released the following information:
NOXSO CORPORATION REPORTS AGREEMENT FOR DEVELOPMENT AND CONSTRUCTION FINANCING
BOUNTIFUL, UT and PUEBLA, PUEBLA, MEXICO - September 8, 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 the Company has signed a multi-project financing agreement (the
"Agreement") with Dr. Luis R. Suarez whereby Dr. Suarez has agreed to provide
financing for the Company to fund all of the necessary development and
construction financing for the housing projects under its contract with
Constructor and Inmobilaria Cifasa S.A. de C.V. The effective date of the
Agreement is August 23, 2004 but the Agreement was not fully executed and agreed
until September 3, 2004. Under the terms of the Agreement, Dr. Suarez has the
right to participate in the budgetary process for each project for which he has
agreed to provide financing for the benefit of the Company, including
establishing the sales prices of the houses and the corresponding project costs
and expenses budgets of development, urbanization and construction, which will
include the direct cost of financing. In consideration for his services under
the Agreement, Dr. Suarez is entitled to receive one-third of the net profits on
each project he assists in financing.
Before the Agreement was finalized, the Company reported the verbal
understanding with Dr. Suarez in a current report on Form 8-K, dated August 31,
2004.
Item 9.01 Financial Statements and Exhibits
a. Financial statements of businesses acquired
Not applicable.
b. Pro forma financial information
Not applicable
c. Exhibits
Number Description
10.1 English translation of the Agreement by and
between the Company, Dr. Luis R. Suarez,
ACMT De Mexico S.A. DE C.V. and Southwest
Management, dated August 23, 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: September 8, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President
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