NOXSO CORP
NT 10-K, 1997-09-29
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  ------------

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One):

[X] Form 10-K    [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q  [ ] Form N-SAR 
and Form 10-KSB                                  and Form 10-QSB

For Period Ended: June 30, 1997

[  ] Transition Report on Form 10-K                              SEC FILE NUMBER
[  ] Transition Report on Form 20-F                                      0-17454
                                                                         -------
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q                                 CUSIP NUMBER
[  ] Transition Report on Form N-SAR                                 670155 10 0
                                                                     -----------

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing check above, identify the
Item(s) to which the notification relates:

                         PART I - REGISTRANT INFORMATION

                                NOXSO Corporation
                             Full Name of Registrant


________________________________________________________________________________
                           (Former Name if Applicable)

                                 2414 Lytle Road
           Address of Principal Executive Offices (Street and Number)

                              Bethel Park, PA 15102
                           (City, State and Zip Code)


<PAGE>


Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

(a)  The reasons described in reasonable detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;

(b)  The subject annual report, semi-annual report, transition report on Form
     10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
     before the fifteenth calendar day following the prescribed due date;

     or the subject quarterly report of transition report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

(c)  The accountant's statement or other exhibit required by Rule 12b-25(c) has
     been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10Q-SB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed)

As a result of the Company's  adjudication  as a bankrupt on June 4, 1997, it is
necessary to restate the Company's financial  statements.  Because of reductions
in the number of management  and staff  personnel and the demands placed on such
personnel from the bankruptcy  proceedings and  management's  efforts to develop
and implement a plan to emerge from  bankruptcy,  the Company has been unable to
complete its  financial  statements  and is unable to file its Annual  Report on
Form 10-K for the year ended June 30, 1997 within the prescribed time period.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

         Edwin J. Kilpela                 412                    854-1200
         (Name)                        (Area Code)           (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the

                                       2.

<PAGE>


     preceding  12 months or for such  shorter  period that the  registrant  was
     required  to file such  report(s)  been  filed?  If answer is no,  identify
     report(s).

                             [X] Yes          [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

                             [X] Yes          [ ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitively,  and, if appropriate,  state the reasons why a reasonable estimate
of the results cannot be made.

     It is  anticipated  that the Company's  results of operations  for the year
ended  June 30,  1997 as  compared  to the year  ended  June  30,  1996  will be
adversely  affected as the result of the restatement of the Company's  financial
statements  because of its bankruptcy.  The Company is cannot presently quantify
the impact of such restatement.


                                       3.

<PAGE>


                                NOXSO CORPORATION
                (Name of Registrant as Specified in its Charter)

has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.



                                          By    /s/ Edwin J. Kilpela
                                                -------------------------------
                                               Edwin J. Kilpela, President

Date: September 29, 1997

INSTRUCTIONS:  The form may be signed by an executive  officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign n behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

                                       4.


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