SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
NOXSO Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
6701 55100
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Not Applicable
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
(continued on following pages) <PAGE>
CUSIP No. 6701 55100 Schedule 13D (Amendment No. 1)
1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
668,000
8) Shared Voting Power
0
9) Sole Dispositive Power
668,000
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
668,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
4.3%
14) Type of Reporting Person
CO
Page 2 of 4 Pages<PAGE>
SCHEDULE 13D
AMENDMENT NO. 1
This Amendment No. 1 to the Statement on Schedule 13D is
being filed pursuant to Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder.
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") relating to the common stock,
par value $0.01 per share ("Common Stock"), of NOXSO Corporation,
a Virginia corporation (the "Issuer"), previously filed by Global
Capital Management, Inc., a Delaware corporation ("Global").
Capitalized terms used and not defined herein shall have the
meanings set forth in the Schedule 13D. Except as amended
herein, the Schedule 13D previously filed remains unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is amended by adding the following:
(a) At the time when the Schedule 13D was being drafted,
the Issuer's most recent available filing with the
Commission was its Form 10-Q for the quarter ended
March 31, 1997, which indicated that as of April
30, 1997, the Issuer had 10,286,944 shares of Common
Stock outstanding. Based on that number of shares,
and treating the shares of Common Stock underlying
the Warrants as also being outstanding, Global would
have been deemed the beneficial owner of 6.3% of the
Issuer's outstanding Common Stock.
On October 14, 1997, the Issuer filed a Form 10-K for
its fiscal year ended June 30, 1997. Based on the
Form 10-K, the Issuer had 14,999,651 shares of Common
Stock outstanding as of September 30, 1997. Based on
that number of shares, Global would have been deemed,
as of the date of the Schedule 13D and at all times
prior thereto, to have been the beneficial owner of
less than 5% of the Issuer's outstanding Common Stock.
Had the Form 10-K been available at the time when the
Schedule 13D was being prepared, the Schedule 13D
would not have been filed.
Item 5(c) is amended by adding the following:
(c) No transactions in Common Stock were effected by
the Investors during the sixty (60) days prior to
the date hereof.
Item 5(e) is amended to read as follows:
(e) Global was never the beneficial owner of more than
five percent of the Issuer's Common Stock.
Page 3 of 4 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 12, 1998 GLOBAL CAPITAL MANAGEMENT, INC.
By:/s/John D. Brandenborg
------------------------------
Name: John D. Brandenborg
Title: Vice-President
