U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                                   (Mark One)

          {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2006

          { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ____________________to________________


                        Commission File Number: 000-49648

                                  TEXXON, INC.
        (Exact name of small business issuer as specified in its charter)


           Oklahoma                                 73-1554122
------------------------------------   -------------------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
Incorporation or organization)



                  17623 Old Richmond, Sugarland, TX 33782-6105
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (281)-933-9237

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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.) YES X  NO_____


APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: 33,982,159 shares as of May 15,
2006.







                                       1
<PAGE>


                                  TEXXON, INC.
                Form 10-QSB for the quarter ended March 31, 2006

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         The discussion in this quarterly report regarding Texxon and our
business operations contain "forward-looking statements." These forward-looking
statements use words such as "believes," "intends," "expects," "may," "will,"
"should," "plan," "projected," "contemplates," "anticipates," or similar
statements. These statements are based on our beliefs, as well as assumptions we
have used based upon information currently available to us. Because these
statements reflect our current views concerning future events, these statements
involve risks, uncertainties and assumptions. Actual future results may differ
significantly from the results discussed in the forward-looking statements. A
reader, whether investing in our common stock or not, should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this report.

         When used in this Quarterly Report on Form 10-QSB, "Texxon," "we,"
"our," and "us" refers to Texxon, Inc., an Oklahoma corporation.

                                      INDEX
<TABLE>
<CAPTION>


<S>                                                                                                       <C>

Part I.  Financial Information

     Item 1.  Financial Information

         Balance Sheet at March 31, 2006 (Unaudited)..............................................         3

         Statements of Operations From Inception (October 6, 1998) Through March 31, 2006, and For The
         Three Months Ended March 31, 2006 and 2005 (Unaudited)...................................         4

         Statements of Cash Flows From Inception (October 6, 1998) Through March 31, 2006 and For The
         Three Months Ended March 31, 2006 and 2005 (Unaudited)...................................         5

         Notes to Financial Statements for the Three Months Ended March 31, 2006 and 2005.........         6

     Item 2.  Plan of Operation...................................................................        10

     Item 3.  Controls and Procedures.............................................................        11

Part II. Other Information

     Item 1.  Legal Proceedings...................................................................        13
     Item 2.  Changes in Securities and Use of Proceeds...........................................        13
     Item 3.  Defaults upon Senior Securities.....................................................        13
     Item 4.  Submission of Matters to a Vote of Security Holders.................................        13
     Item 5.  Other Information...................................................................        13
     Item 6.  Exhibits and Reports on Form 8-K....................................................        13

Signatures .......................................................................................        14


</TABLE>




                                       2
<PAGE>



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                  Texxon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                 March 31, 2006



                                        ASSETS

Current Assets
Cash                                                                     $ 178
Prepaid Expense                                                        562,500
                                                                     ---------
Total Current Assets                                                   562,678
                                                                     ---------


TOTAL ASSETS                                                         $ 562,678
                                                                     =========
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable                                                     $ 137,973
Accrued Interest                                                         1,240
                                                                     ---------
Total Current Liabilities                                              139,213
                                                                     ---------

Total Liabilities                                                      139,213

Stockholders' Equity (Deficit)
Preferred stock, $.001 par value; 5,000,000 shares
   authorized; no shares issued or outstanding                               -
Common stock, $.001 par value; 100,000,000 shares
   authorized; 26,482,159 shares issued and outstanding                 33,982
Additional paid-in capital                                           4,464,141
Deficit accumulated during the exploration stage                    (4,074,658)
                                                                     ---------
Total Stockholders' Equity (Deficit)                                   423,465
                                                                     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $ 562,678
                                                                     =========




The accompanying notes are an integral part of the interim financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>


                                  Texxon, Inc.
                          (A Development Stage Company)

                            Statements of Operations
          From Inception (October 6, 1998) Through March 31, 2006, and
               For The Three Months Ended March 31, 2006 and 2005


<S>                             <C>                    <C>               <C>


                                          Inception           Three Months Ended
                               (October 6, 1998) to
                                     -------------------------------- March 31,
                                     2006 March 31, 2006 March 31, 2005
                                -------------------    --------------    --------------

Revenue                                        $ -               $ -               $ -

Expenses
Platinum and chemical purchases           $ 28,520               $ -               $ -
Other operating expenses                 4,009,343           277,104           853,189
                                -------------------    --------------    --------------
Total operating expenses                 4,037,863           277,104           853,189
                                -------------------    --------------    --------------

Operating loss                          (4,037,863)         (277,104)         (853,189)
                                -------------------    --------------    --------------

Interest expense                            37,768             3,365                 -

Interest income                                973                 -                 -
                                -------------------    --------------    --------------

Net loss                              $ (4,074,658)       $ (280,469)       $ (853,189)

Weighted average shares outstanding     14,811,966        30,843,271        13,696,307
                                -------------------    --------------    --------------

Loss per share, basic and diluted          $ (0.28)          $ (0.01)          $ (0.06)
                                -------------------    --------------    --------------

</TABLE>




The accompanying notes are an integral part of the interim financial statements.



                                       4
<PAGE>



<TABLE>
<CAPTION>

                                  Texxon, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
          From Inception (October 6, 1998) Through March 31, 2006, and
               For The Three Months Ended March 31, 2006 and 2005



<S>                                                   <C>                      <C>                <C>

                                                               Inception              Three Months Ended
                                                    (October 6, 1998) to      ----------------------------------
                                                          March 31, 2006      March 31, 2006      March 31, 2005
                                                     -------------------      --------------      --------------

Operating Activities:
Net loss                                                    $ (4,074,658)         $ (280,469)         $ (853,189)
Adjustments to reconcile net loss to
 net cash used in operating activities:
Depreciation expense                                              32,138                   -                 681
Gain on sale of assets                                            16,182                   -                   -
Issuance of stock and options for services                     2,995,224                   -           1,500,000
Write off of assets                                                4,012                   -                   -
Value of office space                                             27,786                   -               1,800
Changes in operating assets and liabilities:
Inventory                                                              0                   -                   -
Notes Receivable                                                       0                   -                   -
Prepaid expenses                                                (562,500)            164,760            (712,500)
Deposits                                                               0                   -                   -
Accrued interest                                                  33,423               1,240               3,365
Accrued salaries                                                 780,000                   -              60,000
Accounts payable                                                 137,973             114,433                   -
                                                     -------------------      --------------      --------------
Net Cash Used in Operating Activities                           (610,420)                (36)                157
                                                     -------------------      --------------      --------------

Investing Activities:
Purchases of property and equipment                             (117,871)                  -                   -
Proceeds from sale of property and equipment                      69,039                   -                   -
                                                     -------------------      --------------      --------------
Net Cash Provided By (Used in) Investing Activities              (48,832)                  -                   -
                                                     -------------------      --------------      --------------

Financing Activities:
Loans from related parties                                       188,305                   -                   -
Proceeds from issuance of long-term debt                          20,000                   -                   -
Payments on loans from related parties                           (42,000)                  -                   -
Payments on long-term debt                                       (20,000)                  -                   -
Proceeds from issuance of common stock                           513,125                   -                 450
                                                     -------------------      --------------      --------------
Net Cash Provided by Financing Activities                        659,430                   -                 450
                                                     -------------------      --------------      --------------

Change in Cash                                                       178                 (36)                607
Cash at Beginning of Period                                            -                 214                  74
                                                     -------------------      --------------      --------------

Cash at End of Period                                              $ 178               $ 178               $ 681
                                                     ===================      ==============      ==============

Supplemental disclosure of cash flow information
Cash Paid for Interest                                             2,818                   -                   -
                                                     -------------------      --------------      --------------

Non-cash investing and financing activities
Common stock issued for office equipment                         $ 3,500                 $ -                 $ -
Common stock issued as payment of loans
 to related parties                                             $ 19,488                   -                   -
Warrants issued for debt to related parties                    $ 780,000                   -                   -
                                                     -------------------      --------------      --------------



</TABLE>


The accompanying notes are an integral part of the interim financial statements.



                                       5
<PAGE>



                                  Texxon, Inc.
                         (An Exploration Stage Company)

                          Notes to Financial Statements
               For The Three Months Ended March 31, 2006 and 2005

Note 1--Organization and Summary of Significant Accounting Policies

Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the Standards of the Public Company Accounting Oversight Board (United
States) for interim financial statements and do not include all information and
footnotes required by the Standards of the Public Company Accounting Oversight
Board (United States) for complete financial statements. However, the
information furnished reflects all adjustments, consisting only of normal
recurring adjustments, which are, in the opinion of management, necessary in
order to make the financial statements not misleading.

Organization and Nature of Operations
Texxon,  Inc.  ("Texxon" or "the  Company") is a  development  stage company
entering into the  telecommunications industry.

Development Stage Operations
The Company was incorporated on October 6, 1998, under the laws of the state of
Oklahoma. Since inception, the Company's primary focus was raising capital and
paying for the exclusive license. Pursuant to the Company's anticipated Share
Exchange Agreement with Teleplus, Inc., the Company's focus is now centered on
any existing business operations of Teleplus, Inc. may have and possibly raising
capital to fund continued operations and any possibly expansions within the
telecommunications industry.

Income Taxes
The Company uses the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." Under the liability method, deferred taxes are
determined based on the differences between the financial statements and tax
bases of assets and liabilities at enacted tax rates in effect in the years in
which the differences are expected to reverse.

Stock-based Compensation
The Company accounts for stock-based compensation arrangements for employees in
accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and complies with the disclosure provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB No. 25,
compensation expense is based on the difference, if any, on the date of grant,
between the fair value of the Company's stock and the exercise price. The
Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and related interpretations.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

Earnings (Loss) per Share
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share." Under the provisions of SFAS No. 128, basic net
income (loss) per share is calculated by dividing net income (loss) available to
Common Stockholders for the period by the weighted average shares of Common
Stock of the Company outstanding during the period. Diluted net income (loss)
per share is computed by dividing the net income (loss) for the period by the
weighted average number of common and common equivalent shares outstanding
during the period. The calculation of diluted income (loss) per share of Common
Stock assumes the dilutive effect of stock options. All 5,219,590 options
outstanding at March 31, 2006 were excluded from the EPS calculation as their
effect was anti-dilutive due to the Company realizing net losses for the periods
ended March 31, 2006 and 2005.




                                       6
<PAGE>


Long-Lived Assets
Property, plant and equipment, including significant improvements, are stated at
cost and are depreciated using the straight line method over the estimated
useful lives of the assets ranging from 5 to 7 years. Expenditures for
maintenance and repairs are charged to operating expenses as incurred. When
properties are retired or otherwise disposed of, the cost of the asset and the
related accumulated depreciation are removed from the accounts with the
resulting gain or loss being reflected in results of operations.

Management assesses the recoverability of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable from its future undiscounted cash flows. If it is determined that
impairment has occurred, an impairment loss is recognized for the amount by
which the carrying amount of the asset exceeds its estimated fair value.

Reclassifications
Certain reclassifications have been made to the prior year financial statements
to conform to the current period presentation.

New Accounting Standards
In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment. This
Statement  replaces FASB  Statement No. 123 and  supersedes  APB Opinion No. 25.
Statement  No.  123(R) will  require the fair value of all stock  option  awards
issued to  employees  to be  recorded  as an expense  over the  related  vesting
period. The Statement also requires the recognition of compensation  expense for
the fair value of any unvested  stock option awards  outstanding  at the date of
adoption.  We are evaluating these new rules, but expect no material impact upon
adoption relating to outstanding options.

Note 2--Uncertainties

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is in the development stage and
has not yet established sources of revenues sufficient to fund the development
of business and pay current operating expenses. As shown in the accompanying
financial statements, the Company incurred a net loss of $3,995,418 during the
period from October 6, 1998 (date of inception) to March 31, 2006. Management
intends to provide the necessary development and operating capital through sales
of its common stock and future products. The ability of the Company to continue
as a going concern during the next year depends on the successful completion of
the Company's efforts to raise capital and commencement of sales. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Note 3--Share Exchange Agreement with V3-Global

On May 9, 2005, and Acquisition and Share Exchange Agreement ("the Agreement")
was signed by and between the Company and V3-Global, Inc, a Texas corporation,
with the Company being the surviving corporation and V3-Global existing as a
subsidiary.

The agreement was to become effective upon the filing of a Certificate of Merger
with the Secretary of State of Oklahoma and upon the completion of extensive due
diligence. The required due diligence was completed on August 8, 2005 and on
that date, both parties agreed to amend the Agreement and extend the effective
date to August 12, 2005 based upon the Company's estimate that the activities
required for the completion of the Agreement would be completed as of September
30, 2005. Pursuant to this Agreement, the stockholders of V3-Global were to
receive a total of 5,926,256 shares of the Company's common stock in exchange
for all the outstanding shares of common stock of V3-Global.

On March 2, 2006 V3 Global and Texxon entered into a Rescission Agreement
whereby the parties confirm that the Share Exchange Agreement was never closed,
and rescinded ab initio the Share Exchange Agreement and executed mutual
releases.



                                       7
<PAGE>


Note 4--Share Exchange Agreement with Teleplus, Inc.

On March 6, 2006 Texxon, Inc. ("Texxon") entered into a Share Exchange Agreement
(the "Share Exchange Agreement") with TelePlus Group Inc. ("TelePlus") and its
shareholders, pursuant to which Texxon will acquire all of the 9,302,780 issued
and outstanding shares of TelePlus in exchange for 81,000,000 shares of Texxon
Common Stock. In addition, the 81,000,000 shares shall not be diluted below 62%
of the issued and outstanding shares of Texxon prior to the closing of the
transactions (the "Closing").

The conditions precedent to Closing under the Share Exchange Agreement include,
among other things, due diligence by both parties; Texxon re-domesticating as a
Nevada Corporation, by merging the current Oklahoma Corporation into a Nevada
Corporation organized solely for the purpose of such re-domestication; Texxon
increasing the numbers of authorized shares of its common stock through an
amendment to the Nevada Articles of Incorporation; Texxon canceling any
commitments to issue "Class A Convertible Stock"; approval of the transactions
by the shareholders of both Texxon and TelePlus; and TelePlus having available
current audited financial statements so as to permit Texxon to file a timely
current Report on Form 8-K concerning this transaction. The transactions are
also subject to additional conditions typical of transactions of this type.

Note 5--Outstanding Loans

On March 1, 2006, the company executed a promissory note to a third party in
exchange for payments made on behalf of the company. $80,000 was paid related to
the Company's anticipated Share Exchange Agreement with Teleplus, Inc. and
$34,000 was paid to an attorney for legal fees. The total amount of the
promissory note was $114,000 payable in six months with an interest rate of 12%.
At March 31, 2006, the Company had recorded $1,240 in accrued interest related
to this note.

Note 6--Common Stock and Paid In Capital

Texxon is authorized to issue 100,000,000 Shares of Common Stock, par value
$0.001 per share, of which 33,982,159 shares were outstanding as of March 31,
2006. Texxon is also authorized to issue 5,000,000 Shares of Preferred Stock,
par value $0.001 per share, of which there are no shares presently outstanding.

Voting and Preemptive Rights
Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Voting rights are
non-cumulative. No preemptive rights extend to common stockholders to subscribe
for or to purchase any stock, obligations or other securities of Texxon.

Liquidation Rights
Upon any liquidation, dissolution or winding up of Texxon, holders of shares of
Common Stock are entitled to receive pro rata all of the assets of Texxon
available for distribution to stockholders after liabilities are paid and
distributions are made to the holders of Texxon's Preferred Stock. Preferred
stock preferences, if any, will be fixed by the Company's board of directors at
the time of issuance.

Common Stock Transactions

On January 31, 2006, a third party exercised 5,053,363 warrants pursuant to a
settlement agreement executed on December 31, 2005. Based on the provisions of
the cashless exercise provision, the company issued 5,000,000 shares of its
common stock related to the transaction and the value was recorded to paid in
capital.

On February 20, 2006, a third party exercised 2,527,047 warrants pursuant to a
settlement agreement executed on December 31, 2005. Based on the provisions of
the cashless exercise provision, the company issued 2,500,000 shares of its
common stock related to the transaction and the value was recorded to paid in
capital.



                                       8
<PAGE>


Stock Options

There were no stock options issued during the quarter ended March 31, 2006

Note 7--Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The components of the
Company's deferred income tax asset are as follows:

                                                    From inception
                                              (October 6, 1998) through
                                                    March 31, 2006
                                              -------------------------

 Net Operating Loss carryforward                             $ 524,437
 Valuation allowance for deferred tax asset                   (524,437)
                                              -------------------------

 Net deferred tax                                            $     ---
                                              -------------------------

As the Company has generated net operating losses from its inception and there
is no assurance of the Company's ability to generate future taxable income, a
valuation allowance has been established to recognize its deferred tax assets
only to the extent of deferred tax liabilities.

Note 8--Subsequent Events

Subsequent to March 31, 2006, the Company executed a promissory note to a third
party in exchange for $10,000 paid for accounting fees on behalf of the Company.
The balance of the note is payable in 6 months and bears an interest rate of
12%.




                                       9
<PAGE>


On May 9, 2005, and Acquisition and Share Exchange Agreement ("the Agreement")
was signed by and between the Company and V3-Global, Inc, a Texas corporation,
with the Company being the surviving corporation and V3-Global existing as a
subsidiary.

The agreement was to become effective upon the filing of a Certificate of Merger
with the Secretary of State of Oklahoma and upon the completion of extensive due
diligence. The required due diligence was completed on August 8, 2005 and on
that date, both parties agreed to amend the Agreement and extend the effective
date to August 12, 2005 based upon the Company's estimate that the activities
required for the completion of the Agreement would be completed as of September
30, 2005. Pursuant to this Agreement, the stockholders of V3-Global were to
receive a total of 5,926,256 shares of the Company's common stock in exchange
for all the outstanding shares of common stock of V3-Global.

On March 2, 2006 V3 Global and Texxon entered into a Rescission Agreement
whereby the parties confirm that the Share Exchange Agreement was never closed,
and rescinded ab initio the Share Exchange Agreement and executed mutual
releases.

On March 6, 2006 Texxon, Inc. ("Texxon") entered into a Share Exchange Agreement
(the "Share Exchange Agreement") with TelePlus Group Inc. ("TelePlus") and its
shareholders, pursuant to which Texxon will acquire all of the 9,302,780 issued
and outstanding shares of TelePlus in exchange for 81,000,000 shares of Texxon
Common Stock. In addition, the 81,000,000 shares shall not be diluted below 62%
of the issued and outstanding shares of Texxon prior to the closing of the
transactions (the "Closing").

The conditions precedent to Closing under the Share Exchange Agreement include,
among other things, due diligence by both parties; Texxon re-domesticating as a
Nevada Corporation, by merging the current Oklahoma Corporation into a Nevada
Corporation organized solely for the purpose of such re-domestication; Texxon
increasing the numbers of authorized shares of its common stock through an
amendment to the Nevada Articles of Incorporation; Texxon canceling any
commitments to issue "Class A Convertible Stock"; approval of the transactions
by the shareholders of both Texxon and TelePlus; and TelePlus having available
current audited financial statements so as to permit Texxon to file a timely
current Report on Form 8-K concerning this transaction. The transactions are
also subject to additional conditions typical of transactions of this type.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     (a).Plan of Operations

          (i)  Cash Requirements

                  Currently,  Texxon,  Inc. has no revenue and can not satisfy
                  its cash requirements for the next twelve months.

                  The Company will have to raise additional funds to support
                  operations for the next twelve months. As of March 31, 2006,
                  the Company's executed agreement with Teleplus, Inc. may
                  provide a source of revenue for the Company based on Teleplus,
                  Inc's. potential for sales.

                  TelePlus, Inc. (dba `Teleplus Group') is a Los Angeles based
                  company that gives international travelers 1Touch access to
                  24-hour operators who speak their language and are trained in
                  emergency assistance, live interpretation services, and
                  travel-enhancing concierge services. Those services include,
                  but are not limited to helping customers:

                    o Find the closest hospital
                    o Get a doctor for an ailment
                    o Replace lost or stolen travel documents
                    o Replace lost or stolen tickets or luggage
                    o Book last-minute travel
                    o Contact customs/police/authorities



                                       10
<PAGE>

                  TelepPlus Group maintains its network operations and primary
                  customer service center at its Los Angeles headquarters and
                  operates several call centers throughout the United States,
                  Europe, Asia.

          (ii) Research and Development

                  Texxon,  Inc. has not current plans related to research and
                  development outside of the relationship it will have with
                  Teleplus upon consummation of the Share Exchange Agreement.

          (iii) Expected purchase or sale of plant and significant equipment

                  None

          (iv) Expected significant changes in the number of employees

                  Any significant changes in the number of employees for Texxon,
                  Inc. will result as a direct result of the Share Exchange
                  Agreement with Teleplus, Inc. upon it consummation.


     (c).Off-balance sheet arrangements

           None


                                  RISK FACTORS



This report contains some forward-looking statements. "Forward-looking
statements" describe our current expectations or forecasts of future events.
These statements do not relate strictly to historical or current facts. In
particular, these include statements relating to future actions, prospective
products, future performance or results of current and anticipated products,
sales efforts, the outcome of contingencies and financial results. Specifically,
this includes all references to the Share Exchange Agreement with TelePlus, Inc.
Any or all of the forward-looking statements we make may turn out to be wrong.

They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Many factors, such as product acceptance,
competition and marketing capabilities, will be important in determining future
results. Consequently, no forward-looking statements can be guaranteed. Actual
future results may vary materially.

We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
specifically required, as in the event of the Closing of the Share Exchange
Agreement with TelePlus, Inc. You are advised, however, to consult any future
disclosures we make on related subjects in our 10-QSB, 8-KSB, and 10-KSB reports
to the SEC.

We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.

We are not an operating company and we have no revenues or earnings. The prior
platinum process operations have been abandoned; they operated at a loss. We
were unable to secure sufficient working capital to continue those operations
and for several years we have had no operations. Our attempt to diversify into
the telephony industry in 2005 by the acquisition of V3 Global, Inc. was
frustrated by the inability of that company to furnish us with audited financial
statements and that proposed acquisition has been rescinded.




                                       11
<PAGE>



We are dependent on acquiring an operating company in order to have revenues.
Since we have no operations of our own, we will only have revenues, and possibly
earnings, by acquiring an operating company.

Our sucess will be dependent upon the business which we acquire and especially
its Management. Our current Management elected to take the Company into the
telephony industry. We currently have a pending Share Exchange Agreement for the
acquisition of TelePlus, Inc. Upon the Closing of that acquisition, our current
Management will resign and the Company will be under the control of the
shareholders of TelePlus, Inc. and the management of the Company will be by the
officers of TelePlus, Inc. The telephony industry is one in which there is
substantial competition, rapid change in both products and services, and
aggressive business strategies to maintain a customer base. Whether TelePlus
will be able to compete effectively is uncertain.

Our proposed acquisition of TelePlus, Inc. does not permit diversification. We
will issue a controlling block of shares of our Common Stock to the shareholders
of TelePlus, Inc. in exchange for their shares of TelePlus. As a result,
TelePlus will become a wholly-owned subsidiary of the Company, but the Company
will be controlled by the TelePlus shareholders. Given the current situation of
TelePlus, it should be assumed that all focus will be on developing the business
of TelePlus, which will require all of the funding which the Company may obtain.
Under such circumstances, it must be assumed that no further acquisitions will
be made and there will be no diversification.

The issuance of shares to make an acquisition will result in reduction of
ownership percentage in the Company for our current shareholders. Any
acquisition which we might make would likely require the issuance of substantial
shares of our Common Stock. The TelePlus Share Exchange Agreement requires us to
issued 81,000,000 shares of our Common Stock, which will be equal to
approximately 63% of the Company, fully diluted. The result will be that
pre-transaction shareholders of the Company will experience a reduction in their
percentage of ownership.

The Company has insufficient cash and financial resources to support any
acquired business. The Company does not have the financial resources to support
any acquired business, including that of TelePlus. The expectation is that the
Company will provide TelePlus with publicly-trading status which, in turn, will
permit the Company to raise capital to support TelePlus. There is uncertainty on
whether this is a valid assumption, or whether sufficient capital can be raised
to meet TelePlus' requirements.

The continued filing of reports with the Securities and Exchange Commission and
the maintenance of trading on the OTC Bulletin Board is dependent upon the
ability of any acquired business to meet the costs of that. Maintenance of
public market status, where the filing of periodic reports with the SEC is
required, is an expense, both financially and in terms of the time availability
of Management. Whether an acquired business (e.g., TelePlus) will have those
resources cannot be known at this time.

The reporting requirements under federal securities law may delay making certain
acquisitions. As already noted, the effort to acquire V3 Global, Inc. was
frustrated by V3's inability to provide audited financial statements. At
present, TelePlus is in the process of securing the necessary audit of its
financial statements, but the requirements for us to file certified financial
statements for the business acquired will mean that we cannot close the TelePlus
transaction until that company has those certified financial statements.




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<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

(a) Disclosure  Controls and Procedures.  The Company's Chief Executive  Officer
and  principal  financial  officer,  have  evaluated  the  effectiveness  of the
Company's  disclosure  controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.  Based
on such evaluation,  the Chief Executive Officer and principal financial officer
have  concluded  that, as of the end of such period,  the  Company's  disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  related to the  Company  that is  required  to be  included  in the
Company's periodic SEC filings.

(b) Internal Control Over Financial Reporting. There have not been any changes
in the Company's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
period covered by this report and subsequent to that period that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.

                2.1 Share Exchange Agreement between Texxon, Inc and Teleplus,
                    Inc. executed March 6, 2006

               31.1 Certification  of Chief  Executive  Officer  (and  Principal
                    Financial   Officer)   Pursuant   to  Section   302  of  the
                    Sarbanes-Oxley Act of 2002

               32.1 Certification   Pursuant  to  18  U.S.C.  1350,  as  adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         (b) Form 8-K:

               Form 8-K filed on March 6, 2006



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<PAGE>




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned as
duly authorized.

                               Texxon, Inc.
                               (Registrant)


                               /s/ Benjamin Hansel
                               ------------------------------
                               Benjamin Hansel
                               CEO


Dated:  May 22, 2006




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