CERTIFICATION

I,  Gifford M. Mabie III,  Chief  Executive  Officer  (and  principal  financial
officer) of Texxon, Inc., certify that:

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB/A of Texxon,
          Inc.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the small business issuer as of, and for, the periods  presented in
          this report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
          15d-15(e)) for the small business issuer and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               small business issuer,  including its consolidated  subsidiaries,
               is made known to me by others within those entities, particularly
               during the period in which this report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure  controls and  procedures and presented in this report
               my conclusions about the effectiveness of the disclosure controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          (c)  Disclosed  in  this  report  any  change  in the  small  business
               issuer's internal control over financial  reporting that occurred
               during the small business issuer's fourth fiscal quarter that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the  small  business  issuer's  internal  control  over
               financial reporting; and

     5.   I have  disclosed,  based on my most  recent  evaluation  of  internal
          control  over  financial  reporting,  to the small  business  issuer's
          auditors and the audit committee of the small business  issuer's board
          of directors (or persons performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability to  record,  process,  summarize  and
               report financial information; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.


December 17, 2004                 /s/ Gifford M. Mabie, III
                                  --------------------------------------
                                  Gifford M. Mabie III,  Chief Executive
                                  Officer and principal financial officer