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 June 30, 2005

          { } 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)



                9801 Westheimer St., Suite 302, Houston, TX 77042
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (713)-917-6737

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: 19,382,159 shares as of August
15, 2005.








                                       1
<PAGE>


                                  TEXXON, INC.
                 Form 10-QSB for the quarter ended June 30, 2005

              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>                                                                                              <C>

Part I.  Financial Information

     Item 1.  Financial Information

         Balance Sheet at June 30, 2005 (Unaudited)...............................................         3

         Statements of Operations From Inception (October 6, 1998) Through June 30, 2005, and For The
         Six Months Ended June 30, 2005 and 2004 and For The Three Months Ended June 30, 2005 and 2004
         (Unaudited)..............................................................................         4

         Statements of Cash Flows From Inception (October 6, 1998) Through June 30, 2005 and For The
         Six Months Ended June 30, 2005 and 2004 (Unaudited)......................................         5

     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations       11

     Item 3.  Controls and Procedures.............................................................        19

Part II. Other Information

     Item 1.  Legal Proceedings...................................................................        19
     Item 2.  Changes in Securities and Use of Proceeds...........................................        19
     Item 3.  Defaults upon Senior Securities.....................................................        19
     Item 4.  Submission of Matters to a Vote of Security Holders.................................        19
     Item 5.  Other Information...................................................................        19
     Item 6.  Exhibits and Reports on Form 8-K....................................................        19

Signatures .......................................................................................        20


</TABLE>



                                       2
<PAGE>



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                  Texxon, Inc.
                         (An Exploration Stage Company)

                                  Balance Sheet
                            June 30, 2005 (Unaudited)



                                     ASSETS
Current Assets
Cash                                                                    $ 868
Prepaid Expense                                                       675,000
                                                                    ----------
Total Current Assets                                                  675,868
                                                                    ----------

TOTAL ASSETS                                                        $ 675,868
                                                                    ==========
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable                                                      $ 4,366
Accrued salaries                                                      780,000
                                                                    ----------
Total Current Liabilities                                             784,366
                                                                    ----------

Total Liabilities                                                     784,366
                                                                    ----------
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; 17,932,159 shares issued and outstanding                17,932
Additional paid-in capital                                          2,866,721
Deficit accumulated during the exploration stage                   (2,993,151)
                                                                    ----------
Total Stockholders' Equity (Deficit)                                 (108,498)
                                                                    ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $ 675,868
                                                                    ==========



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



                                       3
<PAGE>

<TABLE>
<CAPTION>


                                  Texxon, Inc.
                         (An Exploration Stage Company)

                            Statements of Operations
           From Inception (October 6, 1998) Through Juen 30, 2005, and
              For The Six Months Ended June 30, 2005 and 2004, and
          For The Three Months Ended June 30, 2005 and 2004 (Unaudited)

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


                                         Inception                 Six Months Ended                   Three Months Ended
                                    October 6, 1998)to     -------------------------------     --------------------------------
                                      June 30, 2005        June 30, 2005     June 30, 2004     June 30, 2005      June 30, 2004
                                    ------------------     -------------     -------------     -------------      -------------


Revenue                                            $ -               $ -               $ -               $ -                $ -

Expenses
Platinum and chemical purchases               $ 28,520               $ -               $ -               $ -                $ -
Other operating expenses                     2,931,201         1,190,616           158,390           339,592             71,403
                                    ------------------     -------------     -------------     -------------      -------------
Total operating expenses                     2,959,721         1,190,616           158,390           339,592             71,403
                                    ------------------     -------------     -------------     -------------      -------------
Operating loss                              (2,959,721)       (1,190,616)         (158,390)         (339,592)           (71,403)

Interest expense                                34,403             3,365             8,283                 -              4,304

Interest income                                    973                 -                 -                 -                  -
                                    ------------------     -------------     -------------     -------------      -------------
Net loss                                  $ (2,993,151)     $ (1,193,981)       $ (166,673)       $ (339,592)         $ (75,707)
                                    ==================     =============     =============     =============      =============

Weighted average shares outstanding          6,735,453        13,936,795        10,724,640        13,936,795         10,724,640
                                    ------------------     -------------     -------------     -------------      -------------

Loss per share, basic and diluted              $ (0.44)          $ (0.09)          $ (0.02)          $ (0.02)           $ (0.01)
                                    ------------------     -------------     -------------     -------------      -------------


</TABLE>



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



                                       4
<PAGE>


<TABLE>
<CAPTION>

                                  Texxon, Inc.
                         (An Exploration Stage Company)

                            Statements of Cash Flows
           From Inception (October 6, 1998) Through June 30, 2005, and
           For The Six Months Ended June 30, 2005 and 2004 (Unaudited)


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


                                                                     Inception                    Six Months Ended
                                                                (October 6, 1998)to      ---------------------------------
                                                                   June 30, 2005         June 30, 2005       June 30, 2004
                                                                -------------------      -------------       -------------

Operating Activities:
Net loss                                                               $ (2,993,151)      $ (1,193,981)         $ (166,673)
Adjustments to reconcile net loss to
 net cash used in operating activities:
Depreciation expense                                                         32,138             (9,086)              1,362
Gain on sale of assets                                                       16,182             16,506                (324)
Issuance of stock and options for services                                2,161,754          1,787,225                   -
Write off of assets                                                           4,012                  -                   -
Value of office space                                                        27,786              1,800               2,400
Changes in operating assets and liabilities:
Inventory                                                                         0                  -                   -
Notes Receivable                                                                  0              8,000              13,000
Prepaid expenses                                                           (675,000)          (673,800)                183
Deposits                                                                          0                  -               4,940
Accrued interest                                                             32,183              3,364               8,283
Accrued salaries                                                            780,000             60,000             120,000
Accounts payable                                                              4,366                766                 397
                                                                -------------------      -------------       -------------
Net Cash Used in Operating Activities                                      (609,730)               794             (16,432)
                                                                -------------------      -------------       -------------
Investing Activities:
Purchases of property and equipment                                        (117,871)                 -                   -
Proceeds from sale of property and equipment                                 69,039                  -               3,000
                                                                -------------------      -------------       -------------
Net Cash Provided By (Used in) Investing Activities                         (48,832)                 -               3,000
                                                                -------------------      -------------       -------------
Financing Activities:
Loans from related parties                                                  188,305                  -              13,000
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                  -                   -
                                                                -------------------      -------------       -------------
Net Cash Provided by Financing Activities                                   659,430                  -              13,000
                                                                -------------------      -------------       -------------
Change in Cash                                                                  868                794                (432)
Cash at Beginning of Period                                                       -                 74                 465
                                                                -------------------      -------------       -------------
Cash at End of Period                                                         $ 868              $ 868                $ 33
                                                                ===================      =============       =============

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                  190,488            147,525                   -
Common stock returned to treasury from third parties                              -                  -                   -
Common stock returned to treasury from consultants                                -                  -                   -
                                                                -------------------      -------------       -------------

</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 Six Months Ended June 30, 2005 and 2004 (Unaudited)

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 an exploration stage company that
owns the exclusive worldwide license to a proprietary process for the extraction
of platinum group metals from water.

Exploration 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 has been raising capital
and paying for the exclusive license.

The Company will be considered to be in the "exploration stage," as defined in
the SEC regulations, until the platinum extraction process proves commercially
feasible to economically recover platinum from the large quantities of water
that must be processed.

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.

On January 1, 2001, the Company issued to its officers options to purchase
1,500,000 shares of the Company's common stock at an exercise price of $0.001
per share. These options expire ten years from the date of grant and are only
exercisable upon the completion of the first quarter of profitable production
plant operation.

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.




                                       6
<PAGE>


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 3,400,000 options
outstanding at June 30, 2005 were excluded from the EPS calculation as their
effect was anti-dilutive due to the Company realizing net losses for the periods
ended June 30, 2005 and 2004.

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.

During the quarter ended June 30, 2005, the Company wrote off all of its
long-lived assets. The original value of the assets was $16,506 with an
associated accumulated amortization of $9,086. The majority of the assets
consisted of old and unused office equipment.

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 early exploration 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 $2,993,151
during the period from October 6, 1998 (date of inception) to June 30, 2005.
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.




                                       7
<PAGE>


Note 3--Accrued Salaries

Effective January 1, 2002, the Company began accruing compensation pursuant to
employment agreements dated August 1, 2001. The accrued salaries balance at June
30, 2005, includes $780,000 that the Company owes its officers pursuant to the
employment agreements. The Company has breached the employment agreements, and
there is no assurance that the officer and employees subject to such agreements
will continue to serve the Company without being paid.

Note 4--Property and Equipment

On October 16, 2003, the Company sold the majority of its manufacturing
equipment to the inventor of the licensed technology for $40,000 so that work
could continue related to the development of the manufacturing process. The
assets had a historic value of $66,205 and accumulated depreciation of $19,500,
creating a net book value of $46,705. As a result of this transaction, the
Company received $19,000 on the execution date. During the first quarter of
2004, the Company received an additional $13,000 in cash. At December 31, 2004,
the Company's Balance Sheet showed a note receivable for the remaining balance
in the amount of $8,000.

During the quarter ended June 30, 2005, the Company expensed the remaining
$8,000 as uncollectible. Attempts will be made by the Company to collect.

During the quarter ended June 30, 2005, the Company wrote off all of its
long-lived assets. The original value of the assets was $16,506 with an
associated accumulated amortization of $9,086. The majority of the assets
consisted of old and unused office equipment. As of June 30, 2005, the Company
has no long-lived assets.

Note 5--Notes Payable and Related Party Transactions

During the quarter ended June 30, 2005, the Company issued 2,107,518 shares of
its common stock to settle all the outstanding related party notes along with
their accrued interest which totaled $147,526. The shares were valued at $0.07
per shares which was the closing price of the stock on March 7, 2005 less a
discount due to the restrictive nature of the stock. As of June 30, 2005 the
remaining balance on loans from related parties is $0.

Note 6--Commitments and Contingencies

During the first quarter of 2005, Texxon entered into a verbal agreement with
the related company regarding Texxon's use of its office space. Currently,
Texxon is not required to pay for its use of the space. As such, the Company has
recorded the $1,800 value of its office space for the six months ended June 30,
2005 as an addition to Paid-In-Capital.

Note 7--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 17,932,159 shares were outstanding as of June 30,
2005. 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.



                                       8
<PAGE>

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

During the quarter ended March 31, 2005, the Company issued 3,000,000 shares of
its common stock to the Company's corporate counsel. The shares were valued at
$0.25 per share which was the closing price on the date of issuance. The Company
recorded $750,000 as legal expense related to this transaction.

During the quarter ended March 31, 2005, the Company issued 450,000 shares of
its common stock pursuant to the exercise of options. The Company received $450
related to the transaction.

During the quarter ended June 30, 2005, the Company issued 2,107,518 shares of
its common stock to settle all the outstanding related party notes along with
their accrued interest which totaled $147,526. The shares were valued at $0.07
per shares which was the closing price of the stock on March 7, 2005 less a
discount due to the restrictive nature of the stock.

During the quarter ended June 30, 2005, the Company issued 650,000 shares of its
common stock pursuant to the exercise of options. The Company received $650
related to the transactions.

During the quarter ended June 30, 2005, the Company issued 1,000,000 shares of
its common stock to the Company corporate counsel. The shares were valued at
$0.21 per share which was the closing price on the date of issuance. The Company
recorded $210,000 as legal expense related to this transaction.


Stock Options

During the quarter ended March 31, 2005, the Company issued 3,000,000 options to
its corporate counsel for services to be rendered over the next five years. The
Company recorded prepaid expenses of $750,000 in connection with the stock
options issued. This prepaid balance will be amortized over the life of the
options which is five years. The value of the options was calculated using the
Black-Scholes option pricing model with the following assumptions: exercise
price of $0.001 per share; stock price of $0.25 per share (the closing price of
the Company's common stock on the grant date); risk-free interest rate of 8.0%;
expected dividend yield of 0.0%; expected life of 5 years; and estimated
volatility of 135%.

During the quarter ended June 30, 2005, the Company issued 250,000 warrants to a
consultant for services. The Company recorded $76,125 in consulting expense in
connection with the warrants issued. The value of the warrants was calculated
using the Black-Scholes option pricing model with the following assumptions:
exercise price of $0.001 per share; stock price of $0.305 per share (the closing
price of the Company's common stock on the grant date); risk-free interest rate
of 6.0%; expected dividend yield of 0.0%; expected life of 5 years; and
estimated volatility of 150%.

As of June 30, 2005, the Company had 1,500,000 employee options outstanding and
exercisable at $0.001 per share and 2,550,000 non-employee options outstanding
and exercisable at $0.001.




                                       9
<PAGE>


Note 8--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 June 30, 2005
                                                      -----------------------

Net Operating Loss carryforward                                   $ 890,331
Valuation allowance for deferred tax asset                         (890,331)
                                                      -----------------------
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 9--Subsequent Events

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 became 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.

Pursuant to this Agreement, the stockholders of V3-Global will 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.

Subsequent to June 30, 2005, the Company issued 1,200,000 options to a
consultant for accounting services. The Company recorded $179,520 in consulting
expense in connection with the options issued. The value of the options was
calculated using the Black-Scholes option pricing model with the following
assumptions: exercise price of $0.001 per share; stock price of $0.15 per share
(the closing price of the Company's common stock on the grant date); risk-free
interest rate of 6.0%; expected dividend yield of 0.0%; expected life of 5
years; and estimated volatility of 150%. The options were exercised and the
payment of $1,200 was satisfied through an invoice presented to the Company in
the same amount for the consultant's services.

Subsequent to June 30, 2005, the Company issued 250,000 shares of its common
stock pursuant to the exercise of options. The Company received $250 related to
the transactions.





                                       10
<PAGE>


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

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

The Agreement became effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Oklahoma and upon the completion of
extensive due diligence. As of August 8, 2005, the required due diligence has
been completed. On August 8, 2005, the parties amended the Agreement to extend
the closing date until August 12, 2005.

Concurrent with the signing of the Agreement, Benjamin Hansel was appointed as
Chairman and CEO of Texxon. Mr. Hansel will serve on the Board of Directors for
Texxon, along with Marcia Rosenbaum and Sameer Mohan, the CEO of V3-Global.

Pursuant to the Agreement, the stockholders of V-3 Global will receive a total
of 5,926,256 shares of the Texxon's common stock, resulting in 25,308,415 shares
issued and outstanding, in exchange for all of their shares of common stock of
V3 Global. Options to purchase a majority fifty-five percent (55%) of V3 Global
at Par Value of $0.001, with a cashless provision and a term of ten years shall
be granted to V3 Global's current management team. In addition, Mr. Mohan's new
employment agreement contains an anti-dilution clause whereby his new Texxon
holdings shall not be diluted below 7.5% of Texxon.

Currently,  Texxon,  Inc. has no revenue.  As of August 12, 2005,  the Company's
executed  agreement  with  V3-Global  may  provide a source of  revenue  for the
Company based on  V3-Global's  potential  for sales.  As such,  the  information
provided  below  reflects  the  anticipation  of Texxon,  Inc.  relative  to the
expected operation of V3-Global.

V3-Global, Inc. is a Texas corporation based in Dallas that plans to provide
long distance telecommunication services primarily focused on clients
communicating to foreign locations such as India and Mexico. The Company's
potential revenue base is comprised of Wholesale long distance, Retail long
distance and Pre-paid phone card sales. The Company's management team consists
of the following individuals:

         Sameer Mohan, President and CEO:
         --------------------------------
         Mr. Mohan obtained a BS in Business Telecommunications from UCLA and
         has been involved in the telecommunications industry in a variety of
         capacities for over 15 years.

         Dr. V. Vidyalal, Vice-President and Chief Technology Officer:
         -------------------------------------------------------------
         Dr. Vidyalal obtained an MS in Laser Optics and Physics and PhD in
         Physics, through Cochin University in India. Additionally, Dr. Vidyalal
         worked as Assistant Director as Sophisticated Test and Instrumentation
         Center in Cochin, India.

          (b)  Management's  Discussion and Analysis of Financial  Condition and
               Results of Operations

               (i)  Trends,  events or uncertainties that have or are reasonably
                    likely  to have a  material  impact  on the  small  business
                    issuer's short-term or long-term liquidity.

                    Currently,  V3-Global has no revenue. The Company is seeking
                    approximately  $3,000,000  to  purchase  equipment  generate
                    revenue and to provide Voice over Internet Protocol ("VOIP")
                    services.  Because VOIP calling is in its infancy, V3-Global
                    expects  to  face  challenges  related  to its  development.
                    Included in those is

                    -    Changes in regulations  making it less  advantageous to
                         employ VOIP communications.

                    -    Advances in  technology  unforeseen at the present time
                         requiring significant  additional capital amounts above
                         current  estimates  before  the  company  can  bring  a
                         product to market.

                    -    Competition   from  larger   companies   that  are  not
                         restrained by lack of capital.

               (ii) Internal and external sources of liquidity.

                    Because V3-Global is not currently profitable and no revenue
                    has  been  generated  for  2005,  its  internal  sources  of
                    liquidity are non-existent at this time. External sources of
                    liquidity  currently  consist of loans from related parties.
                    Additional   sources  of  external   liquidity  include  the
                    potential sale of common stock to investors  through private
                    placement offerings.

               (iii)Any material  commitments for capital  expenditures and the
                    expected sources of funds for such expenditures.

                    Currently,  there  are  no  known  commitments  for  capital
                    expenditures.

               (iv) Any known trends,  events or uncertainties  that have had or
                    that are  reasonably  expected to have a material  impact on
                    the  net  sales  or  revenue  or  income   from   continuing
                    operations.

                    If V3-Global is able to acquire the necessary funding needed
                    for  expansion of its revenue  sources and if the Company is
                    able to bring  VOIP to the  market  place,  the  recent  FCC
                    mandate that any provider of VOIP local service must be able
                    to provide 911 access may have a material impact on the VOIP
                    market as  currently no provider is able to comply with that
                    mandate.  V3 is working on  patenting a solution  that would
                    enable all VOIP providers to comply with the FCC mandate.

               (v)  Any significant elements of income or loss that do not arise
                    from the small business issuer's continuing operations.

                    None

               (vi) The causes for any material changes from period to period in
                    one or  more  line  items  of the  small  business  issuer's
                    financial statements

                    None

               (vii) Any  seasonal  aspects  that had a  material  effect on the
                    financial condition or results of operation.

                    If  V3-Global  can  generate  sales  of  its  long  distance
                    service,   those   sales  will   primarily   be  to  clients
                    communicating  to foreign  locations.  Because many of those
                    clients  travel back to their home  countries in the summer,
                    there is a significant  slow down in the use of  V3-Global's
                    services.  If the Company is able to gain additional funding
                    their  primary  focus will be the  diversification  of their
                    revenue  sources   enabling  them  to  compensate  for  this
                    seasonal change.

          (c)  Off-balance sheet arrangements

               None





                                       11
<PAGE>


                                  RISK FACTORS




Some of the statements contained in this registration statement, including
information incorporated by reference, discuss future expectations, or state
other forward-looking information. Those statements are subject to known and
unknown risks, uncertainties and other factors, several of which are beyond the
Company's control that could cause the actual results to differ materially from
those contemplated by the statements. The forward-looking information is based
on various factors and was derived using numerous assumptions. In light of the
risks, assumptions, and uncertainties involved, there can be no assurance that
the forward looking information contained in this quarterly report will in fact
transpire or prove to be accurate. Please consider the following risk factors
before deciding to invest in our common stock. Investment in Texxon represents a
high degree of risk. Do not purchase Texxon stock unless you can afford to lose
part or all of your investment.



WE HAVE A LIMITED OPERATING HISTORY

We have only been operating since October 1998. Accordingly, we have a limited
operating history upon which an evaluation of our performance and prospects can
be based.


OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION.  THIS MEANS WE MAY NOT BE ABLE
TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.


The Company's independent accountants have stated, in their opinion to the
audited financial statements for the period ended December 31, 2004, "the
Company has suffered recurring losses from operation and has a net capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern." This means that there is substantial doubt that we can continue
as an ongoing business without additional financing and/or generating profits on
commencement of commercial operations.


WE MAY BE FORCED TO CURTAIL OR  DISCONTINUE  OUR BUSINESS  DEVELOPMENT IF WE ARE
UNABLE TO SECURE  ADDITIONAL  FUNDS TO FINANCE  OUR  WORKING  CAPITAL  AND OTHER
REQUIREMENTS  AND THE COSTS ASSOCIATED WITH THE DEVELOPMENT AND EXPANSION OF OUR
BUSINESS ENTERPRISE.

Due to our lack of an operating history and the nature of our industry, we will
have substantial future capital needs. Additional capital may be required to
fund some of all of the following:

          -    day to day working capital needs;
          -    unanticipated opportunities;
          -    potential acquisitions;
          -    changing business conditions; and
          -    unanticipated competitive pressures.

We may need to forego business opportunities relating to the above events if we
do not obtain additional financing. Obtaining additional financing will be
subject to a number of factors, including market conditions, our operating
performance and investor sentiment. These factors may make the timing, amount,
terms and conditions of additional financings unattractive to us. If we are
unable to raise additional capital, our business development may be impeded.




                                       12
<PAGE>


WE MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED

There currently are no limitations on the Company's ability to borrow funds to
increase the amount of capital available to the Company to complete its business
plan. The amount and nature of any borrowings by the Company will depend on
numerous considerations, including the Company's capital requirements, the
Company's perceived ability to meet debt service on any such borrowings and the
then prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by and
in the best interests of the Company. The inability of the Company to borrow
funds required to fund operations, or to provide funds for an additional
infusion of capital, may have a material adverse effect on the Company's
financial condition and future prospects. Additionally, to the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest.

ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER  FINANCIAL  REPORTING ARE  ADEQUATE,  SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.

Although we believe that our system of disclosure controls and internal controls
over financial reporting are adequate, we cannot assure you that such controls
will prevent all errors or all instances of fraud. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our company will be detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.


BECAUSE OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES,  THE  LIQUIDITY OF THE
STOCK MAY BE RESTRICTED.

Our common stock is now and may continue to be in the future subject to the
penny stock rules under the Securities Exchange Act of 1934, as amended. These
rules regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These additional penny stock disclosure requirements are burdensome and may
reduce the trading activity in the market for our common stock. As long as the
common stock is subject to the penny stock rules, holders of our common stock
may find it more difficult to sell their securities.


                                       13
<PAGE>



Pursuant to the Share Exchange Agreement which is discussed in our 8K filing
filed May 10, 2005 and amended on August 9, 2005, Texxon has a substantial
investment and interest in its subsidiary V3 Global as such Texxon is also
subject to the risks of V3 Global which are set forth below.


                             Financial Risk Factors


BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN
THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT
BEGIN GENERATING A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OEPRATIONS. AS A
RESULT, YOU MAY LOSE YOUR INVESTMENT.

     At June 30, 2005 we had recorded total revenues of $22,608,827 since
inception although as of the date of this filing we have never been profitable
and have no sales have been generated for 2005. Therefore, we must continue to
raise money from investors to fund our operations or become profitable. In order
to become profitable, we will need to generate significant revenues to offset
our cost of revenues, sales and marketing, research and development and general
and administrative expenses. We may not achieve or sustain our revenue or profit
objectives and our losses may continue or increase in the future in which case
you might lose your investment.


                              Industry Risk Factors


BECAUSE WE DEPEND ON A LIMITED NUMBER OF THIRD PARTIES TO MANUFACTURE AND SUPPLY
CRITICAL COMPONENTS FOR OUR PRODUCTS AND SERVICES, IF THE THIRD PARTY
MANUFACTURER SHOULD CEASE OPERATIONS OR REFUSE TO SELL COMPONENTS TO US, WE MAY
HAVE TO SUSPEND OR CEASE OPERATIONS. AS A RESULT, YOU MAY LOSE YOUR INVESTMENT.


If our suppliers do not execute their obligations, or if they stop manufacturing
and supplying components critical for our products and services, we may be not
be capable of finding other suppliers or operate our business. We rely on
limited suppliers for a number of key components and do not have long-term
agreements with any of our suppliers. If our agreements with these suppliers
were terminated or expired, if we were unable to obtain adequate quantities of
components critical for our products and services, if the quality of these
components was inadequate, or if the terms for supply of these components became
commercially unreasonable, our search for additional or alternate suppliers
could result in significant delays, added expense and our inability to maintain
or expand our business. Any of these events could require us to take unforeseen
actions or devote additional resources to provide our products and services and
could harm our ability to compete effectively. As a result, you could lose your
investment.


IF WE CANNOT DELIVER THE FEATURES AND  FUNCTIONALITY  OUR CUSTOMERS  DEMAND,  WE
WILL BE UNABLE TO ATTRACT  CUSTOMERS  WHICH WILL  RESULT IN A LOSS OF INCOME AND
EVENTUALLY  A  TERMINATION  OF OUR  OPERATIONS.  AS A RESULT YOU COULD LOSE YOUR
INVESTMENT.


Our future success depends upon our ability to determine the features and
functionality our customers demand and to design and implement services that
meet their needs in a cost efficient manner. We cannot assure that we will be
able to successfully determine customer requirements or that our current or
future services will adequately satisfy customer demands. If we cannot meet our
customers' demands, we will not generate revenues and may have to cease or
suspend operations. As a result, you could lose your investment.





                                       14
<PAGE>



BECAUSE WE DO NOT HAVE ANY PATENTS, WE RELY ON TRADE SECRETS, CONFIDENTIALITY
AGREEMENTS AND CONTRACTUAL AGREEMENTS WHICH MAY NOT BE ADEQUATE TO PROTECT OUR
PROPRIETARY INTERESTS. IF OUR PROPRIETARY INTERESTS ARE DIVULGED TO THE PUBLIC,
WE MAY LOSE OUR COMPETITIVE EDGE AND HAVE TO CEASE OPERATIONS.


We have not obtained patents for our products. There is no assurance that third
party competitors will not obtain access of our technical information and
exploit it for their own benefit. In order to protect our propriety rights, we
will have to obtain patents or file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that the parties enjoined will comply with the injunctions. Further, we may not
have adequate funds available to prosecute actions to protect or to defend our
proprietary rights, in which case those using our proprietary rights may
continue to do so in the future.


OUR TRADEMARKS MAY NOT GIVE US ADEQUATE  PROTECTION.  AS A RESULT, THIRD PARTIES
MAY APPROPRIATE OUR TRADEMARKS  WHICH MAY REDUCE OUR COMPETITIVE  EDGE AND CAUSE
OUR REVENUES TO DECREASE.


We have applied for and received trademarks. There is no assurance, however,
that third parties may not infringe on our trademarks. In order to protect our
trademark rights, we may have to file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that those infringing on our trademarks will comply with the injunctions.
Further, we may not have adequate funds available to prosecute actions to
protect or to defend our trademarks, in which case those infringing on our
trademarks could continue to do so in the future.


CLAIMS  THAT  WE  INFRINGE  THIRD-PARTY   PROPRIETARY  RIGHTS  COULD  RESULT  IN
SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO PROVIDE OUR SERVICES.

Third parties may claim that our current or future products or services infringe
their proprietary rights or assert other claims against us. As the number of
entrants into our market increases, the possibility of an intellectual property
or other claim against us grows. Any intellectual property or other claim, with
or without merit, would be time-consuming and expensive to litigate or settle
and could divert management attention from focusing on our core business. As a
result of such a dispute, we may have to pay damages, incur substantial legal
fees, develop costly non-infringing technology, if possible, or enter into
license agreements, which may not be available on terms acceptable to us, if at
all.


FLUCTUATIONS  IN THE VALUE OF  FOREIGN  CURRENCIES  COULD  RESULT  IN  INCREASED
PRODUCT COSTS AND OPERATING EXPENSES.


We have a call center that is located outside the U.S. in India. In addition we
rely upon citizens of India as customers for revenue. Our functional currency is
the U.S. dollar and we report our results in U.S. dollars. Fluctuations in the
value of the Indian Currency and U.S. dollars are difficult to predict and can
cause us to incur currency exchange costs. We cannot predict the effect of
exchange rate fluctuations on our future operating results.


THE  TECHNOLOGY  THAT ALLOWS  VOICE  COMMUNICATIONS  OVER THE INTERNET IS IN ITS
INFANCY, AND THE QUALITY OF INTERNET TELEPHONE CALLS NEEDS IMPROVEMENT.  CALLERS
COULD EXPERIENCE  DELAYS,  ERRORS IN  TRANSMISSIONS,  OR OTHER  INTERRUPTIONS IN
SERVICE.  ALL OF WHICH COULD NEGATIVELY  IMPACT OUR FUTURE REVENUES,  REPUTATION
AND BRAND.

The technology that allows voice communications over the Internet is still in
its infancy. Historically, the sound quality of Internet telephone calls was
poor. As the industry has grown, sound quality has improved, but the technology
requires additional refinement. Additionally, the Internet's capacity
constraints may impede the acceptance of Internet telephony. Callers could
experience delays, errors in transmissions or other interruptions in service
that are beyond our control. The quality issues inherent in Internet telephony
could negatively impact our future revenues, reputation and brand.



                                       15
<PAGE>


COMPETITION  COULD REDUCE ANY MARKET SHARE THAT WE MAY BE ABLE TO ACQUIRE IN THE
FUTURE AND DECREASE OUR REVENUES.

The market for Internet and traditional long distance telephony services is
extremely competitive. Many companies offer products and services similar to
ours, which are directly competitive to our product and services in our target
markets, and many of these companies have a substantial presence in the markets
we plan to serve. In addition, many of these companies are larger than we are
and have substantially greater financial, distribution and marketing resources
than we do. We therefore may not be able to compete successfully with these
companies. If we do not succeed in competing with these companies, we may not be
able to efficiently acquire customers or we could likely lose any customers
acquired and any potential revenue will be substantially reduced.

COMPETITORS MAY BE ABLE TO BUNDLE SERVICES AND PRODUCTS THAT WE DO NOT INTEND TO
OFFER TOGETHER WITH LONG DISTANCE OR INTERNET  TELEPHONY  SERVICES,  WHICH WOULD
SIGNIFICANTLY  REDUCE OUR  POTENTIAL  TO GENERATE  REVENUES AND WOULD DAMAGE ANY
BRAND AND NAME RECOGNITION WE MAY BE ABLE TO ESTABLISH IN THE FUTURE.

Competitors may be able to bundle services and products that we do not intend to
offer together with long distance or Internet telephony services. These services
could include wireless communications, voice and data services, Internet access
and cable television. This form of bundling would put us at a competitive
disadvantage if these providers can combine a variety of service offerings at a
single attractive price. In addition, some of the telecommunications and other
companies that compete with our proposed product and services may be able to
provide customers with lower communications costs or other packaged incentives
with their services, reducing the overall cost of their communications packages,
and significantly increasing pricing pressures on the product and services we
intend to offer. This form of competition could significantly reduce our
potential to generate revenues. Furthermore, if our potential customers do not
perceive our services to be effective or of high quality, any brand and name
recognition we may be able to establish in the future would suffer.

OUR  POTENTIAL  FOR  SUCCESS  DEPENDS  GREATLY ON OUR  ABILITY TO HANDLE A LARGE
NUMBER OF  SIMULTANEOUS  CALLS,  WHICH OUR  NETWORK  SYSTEMS  MAY NOT BE ABLE TO
ACCOMMODATE. THIS COULD HURT OUR REPUTATION AND WE COULD LOSE CUSTOMERS.

We expect the volume of simultaneous calls to be quite significant as we
commence our operations. Our potential for success will depend greatly on our
ability to handle a large number of simultaneous calls. Our proposed network
hardware and software may not be able to accommodate this volume. If we fail to
maintain an appropriate level of operational performance, or if our service is
disrupted, our reputation could be hurt and we could lose customers.
Additionally, our management team does not have experience with deployment of
hardware and software systems of this nature and intends to rely on third
parties for their expertise.

OUR  INABILITY  TO ACHIEVE OR SUSTAIN  MARKET  ACCEPTANCE  FOR OUR  SERVICES  AT
DESIRED  PRICING  LEVELS  COULD  HARM  OUR  BUSINESS,  FINANCIAL  CONDITION  AND
OPERATING RESULTS.

Prices for telecommunications services have historically fallen and we expect
this trend to continue. Consequently, we cannot predict to what extent we may
need to reduce our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar services at lower prices. Our failure to achieve or sustain market
acceptance at desired pricing levels could impair our ability to generate
revenues, which would harm our business, financial condition and operating
results.




                                       16
<PAGE>


CONDUCTING  BUSINESS  IN  INDIA OR ANY  INTERNATIONAL  MARKET  SUBJECTS  US TO A
VARIETY OF RISKS,  ANY OF WHICH COULD  SERIOUSLY  HARM OUR  BUSINESS,  FINANCIAL
CONDITION, AND RESULTS OF OPERATIONS.

Our initial efforts, with respect to the V3 Global's products and services, are
subject to a variety of risks associated with conducting business
internationally, any of which could seriously harm our business, financial
condition, and results of operation. The risks include: (1) import or export
licensing and product certification requirements; (2) tariffs, duties, price
controls or other restrictions on foreign currencies or trade barriers imposed
by foreign countries, especially on technology; (3) potential adverse tax
consequences, including restrictions on repatriation of earnings; (4) seasonal
reductions in business activity in certain parts of the world; (5) fluctuations
in foreign currency exchange rates, which could make our product relatively more
expensive in foreign markets; (6) changes in regulatory requirements; (7)
burdens of complying with and enforcing a wide variety of foreign laws,
particularly with respect to intellectual property and license requirements; (8)
difficulties and costs of staffing and managing foreign operations; (9)
political instability; (10) interruption of service due to damaged phone lines
which cover extreme distances and the inability or significant difficulty,
requiring extensive amounts of time and money, of foreign governments to be able
to repair them; and (11) the impact of recessions in economies outside of the
United States. There can be no assurance that fluctuating international market
factors will not adversely affect our plan to implement operations in such
markets.

IF WE DO NOT CONTINUALLY ADAPT TO TECHNOLOGICAL  CHANGE, WE COULD LOSE CUSTOMERS
AND MARKET SHARE.

The telecommunications industry is characterized by:

          -    rapid technological change,
          -    frequent new service introductions,
          -    intense competition on pricing, and
          -    evolving industry standards.

Our inability to anticipate these changes and to respond quickly by offering
services that meet or compete with these evolving standards could negatively
affect our chances for success. There can be no assurance that we will have
sufficient resources to make the necessary investments or to introduce new
services that would satisfy an expanded range of customer needs. Any failure by
us to obtain new technology could cause us to lose customers and market share
and could hamper our ability to attract new customers.

COMPETITION  IN THE  TELECOMMUNICATIONS  INDUSTRY IS INTENSE,  AND WE MAY NOT BE
ABLE TO COMPETE SUCCESSFULLY.

The telecommunications industry is highly competitive. Major participants in the
industry regularly introduce new services and marketing activities. Competition
in the long distance business is based upon pricing, customer service, billing
services and perceived quality. We compete against numerous telecommunications
companies that offer essentially the same services as we do. Several of our
competitors are substantially larger and have greater financial, technical and
marketing resources than we do. Our success will depend upon our continued
ability to provide high quality, high value services at prices generally
competitive with, or lower than, those charged by our competitors.

The major carriers have targeted price plans at residential customers with
significantly simplified rate structures and with bundles of wireless services
and local services with long distance, which may lower overall long distance
prices. Competition is fierce for the small to medium-sized businesses that we
serve. Additional pricing pressure may also come from the introduction of new
technologies, such as internet telephony, which seek to provide voice
communications at a cost below that of traditional circuit-switched long
distance service. Reductions in prices charged by competitors may have a
material adverse effect on us. In addition, the ability of competitors to
develop online billing and information systems that are comparable to our
systems may have a material adverse effect on our business.

Consolidation and alliances across geographic regions and in the long distance
market and across industry segments may also intensify competition from
significantly larger, well-capitalized carriers.

There can be no assurance that we will be able to compete successfully.



                                       17
<PAGE>


CUSTOMER ATTRITION COULD HARM OUR FINANCIAL PERFORMANCE.

Purchasers of our long distance services are not obligated to purchase any
minimum amount of our services, and can stop using our service at any time and
without penalty. Our customers may not continue to buy their long distance
telephone service through us or through independent carriers and marketing
companies that purchase services from us. If a significant portion of our
customers were to decide to purchase long distance service from other long
distance service providers, our operating results could be harmed. A high level
of customer attrition is common in the long distance industry, and our financial
results are affected by this attrition. Attrition is attributable to a variety
of factors, including our termination of customers for nonpayment and the
initiatives of existing and new competitors who, to attract new customers, may
implement national advertising campaigns, utilize telemarketing programs, and
provide cash payments and other forms of incentives.

AN ADVERSE CHANGE IN OUR RELATIONSHIPS  WITH THIRD PARTY CARRIERS COULD HARM OUR
BUSINESS.

We obtain services from various long distance and local carriers of
telecommunications services for their own network services and their reselling
operations. If carriers choose not to enter into agreements with us, terminate
existing contracts with us, reduce the level or type of telecommunication
services they offer, or refuse to negotiate cost reductions to meet competitive
prices, it could have a material adverse effect on our financial condition and
results of operations.

OUR COMPANY'S NEED TO COMPLY WITH EXTENSIVE GOVERNMENT REGULATION COULD INCREASE
OUR COSTS AND SLOW OUR GROWTH.

The provision of telecommunications services is subject to significant
regulation at the federal, state and local levels. Delays in receiving required
regulatory approvals, or the enactment of new adverse regulation or regulatory
requirements, may slow our growth and have a material adverse effect upon our
business.

The FCC exercises jurisdiction over us with respect to interstate and
international services. We must obtain, and have obtained, prior FCC
authorization for the provision, including by resale, of international long
distance services.

State regulatory commissions exercise jurisdiction over us because we also
provide intrastate services. We are authorized to provide intrastate
telecommunications services in the states in which we are currently operational.
We may be required to obtain additional state regulatory authorizations, if and
when we seek to build our own network segments, or if and when we may provide
new regulated intrastate telecommunications offerings not covered by its
existing authorizations.

Restrictions on the marketing of telecommunications services are becoming
stricter in the wake of widespread consumer complaints throughout the industry
about "slamming" -- the unauthorized conversion of a customer's pre-selected
telecommunications carrier and "cramming" the unauthorized provision of
additional telecommunications services. The constraints of federal and state
regulation, as well as increased FCC, FTC and state attention, could limit the
scope and the success of our marketing efforts and subject us to enforcement
action.

DEREGULATION OF THE TELECOMMUNICATION  BUSINESS INVOLVES UNCERTAINTIES,  AND THE
RESOLUTION OF THESE UNCERTAINTIES COULD ADVERSELY AFFECT OUR BUSINESS.

The Telecommunications Act provides for a significant deregulation of the
domestic telecommunications industry, including the long distance industry. The
Telecommunications Act remains subject to judicial review and additional FCC
rulemaking, and thus it is difficult to predict what effect the legislation will
have on us and our operations. There are currently many regulatory actions
underway and being contemplated by federal and state authorities regarding
interconnection pricing and other issues that could result in significant
changes to the business conditions in the telecommunications industry. We cannot
assure you that these changes will not have a material adverse effect upon our
business.




                                       18
<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.

               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 May 10, 2005 and amended on August 9, 2005




                                       19
<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:  August 22, 2005



                                       20