<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT NO. 1
                                       to
                                    FORM 10-Q

(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, 2009

                                       OR

[_] 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: 0-49648

                              XXX ACQUISITION CORP.
                          -----------------------------
               (Exact Name of Company as Specified in its Charter)

             Nevada                                         73-1554122
   ------------------------------                       -------------------
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

              11 East 44th Street-19th Floor, New York, New York 10017
       -------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 687-1222
                          ----------------------------
                          (Company's Telephone Number)

                            Consorteum Holdings, Inc.
                         11 East 44th Street-19th Floor
                            New York, New York 10017
         --------------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal Year,
                          if Changed Since Last Report)

      Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes [X] No [_].

      Indicate by check mark whether the Company is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes [X]  No [_].

      As of April 1, 2009, the Company had  1,000,000 shares of common stock
issued and outstanding.

    Transitional Small Business Disclosure Format (check one): Yes [x]  No[_]





<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION                                                                               PAGE


     ITEM 1.  FINANCIAL STATEMENTS

              BALANCE SHEETS AS OF
              MARCH 31, 2009 (unaudited)AND DECEMBER 31, 2008(consolidated)(audited).......................    4

              STATEMENTS OF OPERATIONS FOR THE
              THREE MONTHS ENDED MARCH 31, 2009 (unaudited) AND MARCH 31, 2008(consolidated)(audited) .....    5

              STATEMENT OF STOCKHOLDERS' EQUITY
              FOR THE THREE MONTHS ENDED MARCH 31, 2009(unaudited).........................................    6

              STATEMENTS OF CASH FLOWS FOR THE
              THREE MONTHS ENDED MARCH 31, 2009 (unaudited) AND MARCH 31, 2008(consolidated)(audited)......    8

              NOTES TO FINANCIAL STATEMENTS................................................................   10


     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................   23

     ITEM 4.  CONTROLS AND PROCEDURES......................................................................   31

     ITEM 4T. CONTROLS AND PROCEDURES......................................................................   32


PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS............................................................................   32

     ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND
              USE OF PROCEEDS..............................................................................   32

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..............................................................   32

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........................................   33

     ITEM 5.  OTHER INFORMATION............................................................................   33

     ITEM 6. EXHIBITS......................................................................................   33

SIGNATURES.................................................................................................   33

</TABLE>


                                                        2



<PAGE>



EXPLANATORY NOTE: This Amendment No.1 to Form 10-Q amends the Company's
Quarterly Report for the fiscal quarter ended March 31, 2009, filed with the
Securities and Exchange Commission on May 20, 2009, to respond to certain
comments from the Staff of the Securities and Exchange Commission. This
Amendment does not reflect events occurring after the original filing of the
Form 10-Q, and does not modify or update the disclosures therein in any way
except for changes to the MDA discussion and the description of the Company's
business and Items 4 and 4A(T) Controls and Procedures. Accordingly, this Form
10-Q/A should be read in conjunction with the other filings of the Company made
with the Securities and Exchange Commission subsequent to the filing of the
original Quarterly Report on Form 10-Q, including any amendments to those
filings.

The Company has addressed or revised its disclosure with regard to the following
matters: (i) Vocalenvision, the operating business of the Company, was sold as
of March 31, 2008 with the closing effective on April 2, 2008. In the Management
Discussion and Analysis ("MDA") section of the Form 10-Q and in Item 1,
Description of the Company's Business as originally filed, there remained
statements about the future plans and prospects of the Company concerning
Vocalenvision. Those statements have been eliminated. In addition, the MDA and
the business description have been revised to take into account the discontinued
nature of the Company's operations. These changes have been made to conform the
Company's description of the business and the MDA contained in this 10-Q/A to
the revised MDA and description of the Company's business filed as part of
Amendment No. 1 to the Company's Form 10-K for the year ended December 31, 2008.
(ii) In Items 4 and 4A(T): Management has revised its conclusion on the
effectiveness of its disclosure controls and procedures to state, without
qualification, that they are not effective for the reasons set forth in Item 4;
(iii) Management has added disclosure about any changes in internal control over
financial reporting during the last fiscal quarter in Item 4; and (iv)
Management has explained the reasons for its inability to establish compliance
with the requirements for internal control over financial reporting in Item 4.




<PAGE>

FORWARD LOOKING STATEMENTS.

      Information in this Form 10-Q contains "forward looking statements" within
the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6
of the Securities Exchange Act of 1934, as amended. When used in this Form 10-Q,
the words "expects," "anticipates," "believes," "plans," "will" and similar
expressions are intended to identify forward-looking statements. These are
statements that relate to future periods and include, but are not limited to,
statements regarding adequacy of cash, expectations regarding net losses and
cash flow, statements regarding growth, need for future financing, dependence on
personnel and operating expenses.

      Forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those discussed below,
as well as risks related to the Company's ability to obtain future financing.
These forward-looking statements speak only as of the date hereof. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

NOTE CONCERNING RECENT DEVELOPMENTS:

      The Company's financial statements as at March 31, 2009 and the
description and comparison of the Company's business for the periods March 31,
2009 and March 31, 2008 set forth below under Item 2 "Management's Discussion
and Analysis of Financial Condition and Results of Operations" is for historical
purposes only. Effective March 31, 2008 the Company was no longer engaged in any
active business, either directly, or through its wholly-owned subsidiary,
Vocalenvision, Inc. ("Vocalenvision"). On March 31, 2008, the Company's Board of
Directors approved the Company's execution and delivery of an agreement to sell
substantially all the assets of Vocalenvision to Tourizoom, Inc., a Nevada
corporation (the "Buyer" or "Tourizoom"). See the Company's Report on Form 8-K
filed with the Securities and Exchange Commission ("SEC") on April 4, 2008 and
the exhibits thereto, and the Company's Report on Form 10-KSB filed with the SEC
on April 15, 2008 and the exhibits thereto.

      Currently, the Company is not engaged in any active business. Instead, the
Company will pursue other business activities with a company not yet selected in
an industry or business area not yet identified by the Company. There can be no
assurance that the Company will be successful in this effort. Furthermore, under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), the Company will be deemed a "shell company," because it has no or
nominal assets (other than cash) and no or nominal operations. Under recent SEC
releases and rule amendments, any new transaction will be subject to more
stringent reporting and compliance conditions for shell companies.

      Currently, the Company has no full-time employees and owns no real estate
and virtually no personal property. The Company will pursue a business
combination, but thus far has made limited efforts to identify a possible
business combination. As a result, the Company has not conducted negotiations or
entered into a letter of intent concerning any target business, except for one
transaction that was terminated in April 2009. The business purpose of the
Company will be to seek the acquisition of or merger with an existing company.
There can be no assurance the Company will succeed in this purpose. See "Risk
Factors" in the Company's Form 10-K filed with the SEC on April 14, 2009.

                                       3


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
<S>     <C>

                                          XXX ACQUISITION, INC.
                            (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                             BALANCE SHEETS


                                                 ASSETS
                                                                            March 31,       December 31,
                                                                             2009              2008
                                                                        (Unconsolidated)  (Consolidated)
                                                                           (Unaudited)       (Audited)
                                                                           -----------      -----------


CURRENT ASSETS:
     Other receivables                                                     $    81,357      $    81,357
                                                                           -----------      -----------
       Total current assets                                                     81,357           81,357
                                                                           -----------      -----------


          Total assets                                                     $    81,357      $    81,357
                                                                           ===========      ===========

                                  LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                      $   177,031      $   213,587
     Accrued interest on notes and advances payable                            219,278          195,460
     Notes and advances payable                                                694,349          952,727
                                                                           -----------      -----------
       Total current liabilities                                             1,090,658        1,361,774
                                                                           -----------      -----------


SHAREHOLDERS' DEFICIT
     Preferred stock, par value of $.001; 10,000,000 shares authorized
       0 shares issued and outstanding, respectively                                --               --
     Common stock; par value of $0.001; 100,000,000 shares authorized
       1,000,000 and 43,213 shares issued and outstanding
       March 31, 2009 and  December 31, 2008 respectively                      100,000           43,214
     Additional paid in capital                                              6,663,365        6,362,651
     Deficit accumulated during the development stage                       (7,772,666)      (7,686,282)
                                                                           -----------      -----------
       Total shareholders' deficit                                          (1,009,301)      (1,280,417)
                                                                           -----------      -----------

          Total liabilities and shareholders' deficit                      $    81,357      $    81,357
                                                                           ===========      ===========


                             See Accompanying Notes to Financial Statements




                                                    4



<PAGE>


                                               XXX ACQUISITION INC.
                                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENT OF OPERATIONS
                                                    (UNAUDITED)



                                                        For the Three     For the Three
                                                        Months Ended       Months Ended  September 16, 2002
                                                       March 31, 2009     March 31, 2008   (Inception) to
                                                       (Unconsolidated)   (Consolidated)   March 31, 2009
                                                          (Unaudited)       (Audited)       (Unaudited)
                                                          -----------      -----------      -----------


REVENUES:                                                 $        --      $        --      $   154,239
                                                          -----------      -----------      -----------

EXPENSES:
         Direct costs                                              --               --          402,081
         Selling expenses                                          --               --        1,729,326
         Depreciation and amortization                             --               --          203,734
         General and administrative expenses                   62,565           65,586        4,821,930
                                                          -----------      -----------      -----------
                Total expenses                                 62,565           65,586        7,157,071

OTHER INCOME (EXPENSES), net:
         Interest expense                                      23,819            2,225         (436,561)
         Other expense                                             --               --             (954)
         (Loss) on derivative instruments                          --               --         (841,821)
         Other income                                              --               --         (134,345)
                                                          -----------      -----------      -----------
                Total other income (expenses), net             23,819            2,225       (1,413,681)


        (Loss) Before Discontinued Operations                 (86,384)         (67,811)      (8,416,513)

        Profit of (Loss) from Discontinued Operations              --          (79,190)         647,847
                                                          -----------      -----------      -----------

Income (loss) before provision for
income taxes                                                  (86,384)        (147,001)      (7,768,666)

Provision for income taxes                                      4,000
                                                          -----------      -----------      -----------
Net Income (loss)                                         $   (86,384)     $  (147,001)     $(7,772,666)
                                                          ===========      ===========      ===========


Net loss per share - basic and diluted                    $     (0.30)     $     (0.34)     $    (27.90)
                                                          ===========      ===========      ===========


Weighted average shares of common
         stock outstanding - basic -(1)                       289,524          432,125          278,621
                                                          ===========      ===========      ===========

    1- affected for 100 to 1 reverse split - March 2009

                             See Accompanying Notes to Financial Statements

                                                   5



<PAGE>


                                                       XXX ACQUISITION CORP.
                                         (formerly known as CONTINAN COMMUNICATIONS, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO MARCH 31, 2009
                                                            (UNAUDITED)



                                                                                                         Accumulated     Total
                                               Preferred Stock         Common Stock                      During the    Shareholders
                                          ----------------------- ---------------------   Additional     Development     Equity
                                             Shares   Par Value   Shares (1) Par Value  Paid in Capital     Stage        (Deficit)
                                          ---------- -----------  ---------- ----------  -------------- ------------- --------------

Balance at December 31, 2004               3,000,000 $     3,000             $           $   2,123,608  $   (958,325) $   1,168,283
    Net (loss)                                                                                            (1,053,248)    (1,053,248)
                                          ---------- -----------  ---------- ----------  -------------  ------------  -------------
Balance at September 30, 2005              3,000,000       3,000                             2,123,608    (2,011,573)       115,035
    Net (loss)                                                                                              (305,880)      (305,880)
                                          ---------- -----------  ---------- ----------  -------------  ------------  -------------
Balance at December 31, 2005               3,000,000       3,000                             2,123,608    (2,317,453)      (190,845)
    Reverse acquisition, May 2006                                  1,699,108      1,699        971,820                      973,519
    Stock options granted for consulting
        services                                                                                40,343                       40,343
    Stock options granted to employees                                                          33,619                       33,619
    Stock options granted to management                                                         58,273                       58,273
    Stock options granted for finders fees                                                      37,737                       37,737
    Fees on reverse acquisition                                                                (37,737)                     (37,737)
    Issue of common stock
        upon exercise of warrants                                    290,000        290           (290)                          --
    Issue of common stock
        for consulting service                                       249,500        250        548,750                      549,000
    Conversion of preferred stock
        to common stock                   (3,000,000)     (3,000) 20,250,000     20,250        (17,250)                          --
    Conversion of N/P to Common stock
        - Rackgear Inc.                                              210,914        211         63,063                       63,274
    Conversion of A/P in the amount of
       $12,698 to Common stock                                        22,650         23         12,675                       12,698
    Conversion of Advances Payable to
        Preferred stock - First Bridge
        Inc, et al                             5,510           6                               550,951                      550,957
    Conversion of N/P to Common stock
        - Kurt Hiete                                                 200,000        200         60,326                       60,526

                                          See Accompanying Notes to Financial Statements


                                                   6



<PAGE>

                                                       XXX ACQUISITION CORP.
                                         (formerly known as CONTINAN COMMUNICATIONS, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO MARCH 31, 2009
                                                            (UNAUDITED)



                                                                                                         Accumulated       Total
                                               Preferred Stock         Common Stock                      During the    Shareholders
                                          ----------------------- ---------------------   Additional     Development     Equity
                                             Shares   Par Value   Shares (1) Par Value  Paid in Capital     Stage        (Deficit)
                                          ---------- -----------  ---------- ----------  -------------- ------------- --------------

 Conversion of A/P in the amount
    of $34,865 to common stock                       $       --         350          35         34,830                      34,865
 Issue of common stock
    for consulting service                                           27,100       2,710      1,623,290                   1,626,000
 Stock options granted for Consulting
    services                                                                                    48,846                      48,846
 Stock options granted for Consulting
    services                                                                                    215,748                    215,748
 Stock options granted to Employees                                                             93,236                      93,236
 Transfer to derivative liability                                                             (307,516)                   (307,516)
 Net (loss)                                                                                               (4,336,029)   (4,336,029)
                                         ----------- -----------  ---------- ----------  -------------- ------------- -------------
Balance at December 31, 2006                   5,510 $         6     256,672 $   25,668  $   6,154,322 $  (6,653,482) $   (473,486)
 Issuance of common stock for
    consulting services                                                  650         65         33,085                      33,150
 Issuance of common stock for
   consulting  services 80,000                                         8,040        804         80,326                      81,130
 Cancellation of conversion of A/P
   in the amount                                                        (227)       (23)       (12,675)                    (12,698)
 Conversion of A/P and management fees
    in the amount                                                    167,000     16,700        658,544                     675,244
 Cancellation of conversion of Advances
    Payable                                   (5,510)         (6)                             (550,951)                   (550,957)
 Net (loss)                                                                                               (1,396,665)   (1,396,665)
                                         ----------- ------------ ---------- ----------  -------------- ------------  -------------

Balance at December 31, 2007                      --          --     432,135     43,214      6,362,651    (8,050,147)    (1,644,282)
  Net income                                                                                                 363,865        363,865
                                         ----------- ------------ ---------- ----------  -------------- ------------  -------------
Balance at December 31, 2008                      -- $        --     432,135     43,214      6,362,651    (7 686 282)    (1,280,417)
  Conversion of Advances Payable                                     567,846     56,786        201,592                      258,378
  Contribution of capital                                                                       99,122                       99,122
  Net (loss)                                                                                                 (86,384)       (86,384)
                                         ----------- ------------ ---------- ----------  -------------- ------------  -------------
Balance at March 31, 2009                         -- $        --     999,981 $  100,000       6,663,365 $ (7,772,666) $  (1,009,301)
                                         =========== ============ ==========  =========   ============= ============  ==============

   1- affected for 100 to 1 reverse split - March 2009

                                          See Accompanying notes to financial statements

                                                   7



<PAGE>



                                               XXX ACQUISITION, INC.
                                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENT OF CASH FLOWS
                              FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 AND
                       FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO MARCH 31, 2009
                                                   (UNDAUDITED)

                                                                For the Three     For the Three         Period from
                                                                Months Ended      Months Ended       September 16, 2002
                                                               March 31, 2009    March 31, 2008       (inception) to
                                                              (Unconsolidated)   (Consolidated)       March 31, 2009
                                                                (Unaudited)         (Audited)         (Unaudited)
                                                                -----------        -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                    $   (86,384)       $  (147,001)       $(7,772,666)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
    Depreciation and amortization                                        --             15,013            218,746
    Gain from discontinued operations                                    --                 --           (728,718)
    Stock compensation for consulting services and                       --                 --                 --
         options granted to management and employees                     --                 --          2,521,178
    Loss on Settlement of debt                                           --                 --            134,407
    Write-off of prepaid expenses                                        --                 --            562,678
    Write-off of notes payable                                           --                 --           (120,267)
    Write-off of accounts payable                                        --                 --              3,059
    (Increase) decrease in assets:                                       --                 --                 --
        Accounts receivable                                              --                 --                 --
        Other receivables                                                --                 --                 --
        Security deposit                                                 --                 --             (3,595)
        Prepaid expenses                                                 --                 --                 --
    Increase (decrease) in liabilities:                                  --                 --                 --
        Accounts payable                                            (36,556)            48,850            770,183
        Taxes payable                                                    --                 --                 --
        Accrued liabilities                                              --                 --            177,150
        Accrued interest on notes payable - related party                --              6,275             93,057
        Accrued interest on notes and advances payable               23,818              4,225            266,941
        Management fees                                                  --             36,000            479,536
                                                                -----------        -----------        -----------
         Net cash used in operating activities                      (99,122)           (36,638)        (3,398,311)
                                                                -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Payment for intangible assets                                        --                 --           (101,369)
    Payment for software development costs                               --                 --           (428,987)
    Purchase of equipment                                                --                 --            (24,123)
                                                                -----------        -----------        -----------
         Net cash used in investing activities                           --                 --           (554,479)
                                                                -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                                 --                 --            247,500
    Contribution to additional paid in capital                       99,122                 --             99,122
    Liability for derivative instruments                                 --                 --                 --
    Payments on note payable-related party                               --                 --             (2,063)
    Borrowings on notes payable - related party                          --             23,417          2,427,709
    Payments on Notes Payable                                            --                 --          1,206,313
    Borrowings on notes payable                                          --             16,945            (25,791)
    Payments on capital lease obligations                                --             (1,363)                --
                                                                -----------        -----------        -----------
         Net cash provided by financing activities                   99,122             38,999          3,952,790
                                                                -----------        -----------        -----------


(DECREASE) INCREASE IN CASH                                              --              2,361                 --



CASH, beginning of the period                                            --                 --                 --
                                                                -----------        -----------        -----------

CASH, end of the period                                                  --        $     2,361        $        --
                                                                ===========        ===========        ===========

                             See Accompanying notes to financial statements


                                                   8



<PAGE>

                                                                           For the Three       For the Three        Period from
                                                                           Months Ended        Months Ended      September 16, 2002
                                                                          March 31, 2009      March 31, 2008      (inception) to
                                                                          (Unconsolidated)    (Consolidated)      March 31, 2009
                                                                            (Unaudited)          (Audited)         (Unaudited)
                                                                          ----------------    ----------------   ------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


   Interest paid                                                            $         --         $       --          $       --
                                                                            ============         ==========          ==========

   Income taxes paid                                                        $         --         $      800          $    4,000
                                                                            ============         ==========          ==========
SUPPLEMENTAL DISCLOSURES OF

   NON CASH INVESTING AND FINANCING ACTIVITIES
   Furniture and equipment acquired through exchange of stock               $         --         $       --          $   30,250
                                                                            ============         ==========          ==========
   Developed software acquired through exchange of stock                    $         --         $       --          $   16,500
                                                                            ============         ==========          ==========
   Conversion of note payable to preferred stock                            $         --         $       --          $       --
                                                                            ============         ==========          ==========
   Conversion of notes payable and accrued interest into common stock       $    258,378         $       --          $2,539,893
                                                                            ============         ==========          ==========
   Conversion of A/P into common stock                                      $         --         $       --          $   68,940
                                                                            ============         ==========          ==========
   Cancellation of conversion of A/P                                        $         --         $       --          $   12,698
                                                                            ============         ==========          ==========
   Purchase of equipment through capital leases                             $         --         $       --          $   29,843
                                                                            ============         ==========          ==========
   Stock issued for consulting services                                     $         --         $       --          $   82,000
                                                                            ============         ==========          ==========
   Issue of common stock upon exercise of warrants                          $         --         $       --          $    5,800
                                                                            ============         ==========          ==========


                             See Accompanying Notes to Financial Statements
</TABLE>


                                                   9



<PAGE>


                              XXX ACQUISITION, INC.
                (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION

Texxon, Inc. 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 licenses. Until April 2, 2008 pursuant to the Company's
Share Agreement with Teleplus, Inc., the Company's focus was centered on the
development and marketing of its Multilingual Mobile Services for international
travelers in their native languages in collaboration with major wireless
providers. On April 2, 2008 the Company sold all the assets of its operating
division to another company; subsequent to the sale the Company has not engaged
in any business operations while looking for a new business. See NOTE
14-Subsequent Developments.

In May 2006, Texxon and the shareholders of TelePlus completed a Share Exchange
Agreement whereas the Company acquired all of the outstanding capital stock of
TelePlus from the TelePlus shareholders in exchange for 3,000,000 shares of
voting convertible preferred stock convertible into 81,000,000 shares of Company
common stock. This transaction constituted a change of control of the Company
whereby the majority of the shares of Texxon are now owed by the shareholders of
TelePlus. The accounting for this transaction is identical to that resulting
from a reverse-acquisition, except that no goodwill or other intangible assets
is recorded. As a result, the transaction was treated for accounting purposes as
a recapitalization by the accounting acquirer TelePlus. The historical financial
statements will be those of TelePlus. On November 22, 2006, Texxon, the Oklahoma
corporation, for the sole purpose of re-domestication in Nevada, filed Articles
of Merger with the Secretaries of state of the states of Oklahoma and Nevada
pursuant to which Texxon, the Oklahoma corporation, was merged with and into
Texxon, Inc., a Nevada corporation, with the Nevada corporation remaining as the
surviving entity. Immediately following the merger, the Nevada company changed
its name to Continan Communications, Inc. and its articles of incorporation were
amended such that the number of common stock and preferred stock is increased
from 45,000,000 to 100,000,000 and from 5,000,000 to 10,000,000, respectively.
On December 1, 2006, the Company executed a 1 for 20 reverse stock split of all
its issued and outstanding shares of common stock. Additionally, all convertible
preferred stocks were converted into 20,250,000 shares of common stock. On March
6, 2009 the Company declared a 1 for 100 reverse stock split and on March 11,
2009 the Company changed its name to XXX Acquisition Corp. (the "Company") See
NOTE 14 -Subsequent Developments.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation.

As a result of the Share Exchange Agreement, the Company acquired 100% of the
stock of TelePlus, Inc. and TelePlus has become a wholly owned subsidiary of the
Company. The consolidated financial statements include the accounts of the
parent and its subsidiary. All significant intercompany transactions have been
eliminated in the consolidation. TelePlus was incorporated in the State of
California on September 16, 2002.

The Company is in the development stage, as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises", with its principal activity being to leverage its
proprietary content management software to deliver life enhancing, language
specific, contents and services via a cellular phone.

Cash and Cash Equivalents.

The Company defines cash and cash equivalents as short-term investments in
highly liquid debt instruments with original maturities of three months or less,
which are readily convertible to known amounts of cash.

Use of Estimates.

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


                                       10

<PAGE>


Financial Instruments.

Financial accounting standards require disclosure of the fair value of financial
instruments held by the Company. Fair value of financial instruments is
considered the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying amount of receivables,
accounts payable, and other liabilities included on the accompanying balance
sheet approximate their fair value due to their short-term nature.

Furniture and Equipment.

Furniture and equipment are carried at cost and depreciation is computed over
the estimated useful lives of the individual assets ranging from 3 to 15 years.
The Company uses the straight-line method of depreciation.

The related cost and accumulated depreciation of assets retired or otherwise
disposed of are removed from the accounts and the resultant gain or loss is
reflected in earnings. Maintenance and repairs are expensed currently while
major renewals and betterments are capitalized.

Intangible Assets.

Intangible assets consist of patent application costs that relate to the
Company's U.S. patent application and consist primarily of legal fees, the
underlying test market studies and other direct fees. The recoverability of the
patent application costs is dependent upon, among other factors, the success of
the underlying technology.

Developed Software.

Developed software is carried at the cost of development and amortization is
computed over the estimated useful life of the software that is currently 15
years. The Company uses the straight-line method of amortization.

Impairment of Long-Term Assets.

Long-term assets of the Company are reviewed annually as to whether their
carrying value has become impaired. Management considers assets to be impaired
if the carrying value exceeds the future projected cash flows from related
operations. Management also re-evaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives. As of December 31, 2008 the Company had no assets to which
these evaluations were applicable.

Income Taxes.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

Revenue Recognition.

The Company recognizes revenues when international travelers place a call to
Company's call centers through their personal cellular phone to obtain
multilingual assistance and services in their native language while traveling in
foreign countries.


                                       11

<PAGE>


Capital Leases.

Assets held under capital leases are recorded at the lower of the net present
value of the minimum lease payments or the fair value of the leased asset at the
inception of the lease. Amortization expense is computed using the straight-line
method over the shorter of the estimated useful lives of the assets or the
period of the related lease.

Stock Based Compensation.

The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment ("SFAS No.
123R"). SFAS No. 123R requires companies to measure and recognize the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value. SFAS No. 123R eliminates the ability to account
for the award of these instruments under the intrinsic value method prescribed
by Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS No. 123.

Earnings Per Share.

SFAS No. 128, "Earnings Per Share," requires presentation of basic earnings per
share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). The
computation of basic earnings per share is computed by dividing income available
to common stockholders by the weighted-average number of outstanding common
shares during the period. Diluted earnings per share gives effect to all
dilutive potential common shares outstanding during the period. The computation
of diluted earnings per share does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on losses. As all
dilutive securities have an anti-dilutive effect on 2008 and 2007 earnings per
share, the securities have been excluded from the earnings per share
calculation.

Accounting for Options and Warrants.

During the period ended December 31, 2006, the Company issued warrants and
options to numerous consultants and investors for services and to raise capital.
During the period up until the recapitalization performed on December 1, 2006
(Note 1), the Company did not have sufficient authorized shares in order to
issue these options should they be exercised. Because of the lack of authorized
shares, the Company therefore needed to follow derivative accounting rules for
its accounting of options and warrants.

The Company accounted for options and warrants issued in connection with
financing arrangements in accordance with Emerging Issues Task Force ("EITF")
Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock." Pursuant to EITF 00-19, the
Company was to recognize a liability for derivative instruments on the balance
sheet to reflect the insufficient amounts of shares authorized, which would have
otherwise been classified into equity. An evaluation of specifically identified
conditions was then made to determine whether the fair value of warrants or
options issued was required to be classified as a derivative liability. The fair
value of warrants and options classified as derivative liabilities was adjusted
for changes in fair value at each reporting period, and the corresponding
non-cash gain or loss was recorded in the corresponding period earnings.

In December 2006, the Company completed a reincorporation by merger with
Texxon-Nevada, which, therefore, allowed the Company to increase its authorized
preferred and common shares from 5,000,000 to 10,000,000 shares and from
45,000,000 to 100,000,000 shares, respectively.

At the date of reincorporation, the Company recalculated the value of its
options and warrants at the current fair value, and recorded an increase to
equity and a decrease to derivative liabilities for the fair value of the
options and warrants. The difference between the liability and the recalculated
fair value was recorded as a gain or loss.


                                       12

<PAGE>


Recent Accounting Pronouncements.

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115." SFAS No. 159
permits companies to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair
value. The objective of SFAS No. 159 is to provide opportunities to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply hedge accounting provisions.
SFAS No. 159 also establishes presentation and disclosure requirements designed
to facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 will be
effective in the first quarter of fiscal 2008.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which addresses the measurement of fair value by companies when they are
required to use a fair value measure for recognition or disclosure purposes
under GAAP. SFAS No. 157 provides a common definition of fair value to be used
throughout GAAP that is intended to make the measurement of fair value more
consistent and comparable and improve disclosures about those measures. SFAS No.
157 will be effective for an entity's financial statements issued for fiscal
years beginning after November 15, 2007.

Reclassifications.

Certain reclassifications had been made to the 2007 financial statements to
conform to the 2008 financial statement presentation. These reclassifications
had no effect on net income as previously reported.

NOTE 3 - GOING CONCERN

The Company has no significant operating history and, from inception to December
31, 2008, has generated a net loss of $7,686,282. The accompanying financial
statements for the period ended December 31, 2008 have been prepared assuming
the Company will continue as a going concern. During the year 2006, management
completed a reverse merger with Texxon Inc. and intended to raise equity through
a private placement.

The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from the
possible inability of the Company to continue as a going concern.

NOTE 4 - FURNITURE AND EQUIPMENT

At March 31, 2009 and December 31, 2008 the Company did not have any furniture
and equipment


NOTE 5 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank deposit accounts and the balances may
exceed federally insured limits from time to time. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant risks on its cash in bank deposit accounts. As of December 31, 2008,
the Company did not have deposits in excess of federally insured limits.


                                       13

<PAGE>


NOTE 6 - DEVELOPED SOFTWARE

At March 31, 2009 and December 31, 2008 the Company did not have any developed
software.

NOTE 7 - INTANGIBLE ASSETS

At March 31, 2009 and December 31, 2008 the Company did not have any intangible
assets.


NOTE 8 - INCOME TAXES

At December 31, 2008, the Company had federal and state net operating loss
("NOL") carryforwards of $-0-.

NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable.

The Company has no loans from related parties.

Management Fees.

The Company had employment agreements with two members of management that
terminated on March 31, 2008. As of March 31, 2009 and December 1, 2008, the
Company had $0 and $0, respectively, payable to management in arrears under
these agreements. Expenses related to these agreements are recorded in general
and administrative expense and amounted to $-0- and $36,000 for the periods
ended March 31, 2009 and March 31, 2008, respectively.

NOTE 10 - LEASES

The Company occupies office space on a rent free basis at the office of its
counsel in New York City.

Capital leases

At March 31, 2009 and December 31, 2008, the Company did not lease any capital
equipment.



NOTE 11 - NOTES and ADVANCES PAYABLE

<TABLE>
<S>            <C>
                                                                                        2009          2008
                                                                                     ----------   ----------

Advances made by First Bridge Capital Inc, et al, with interest accruing at 10%.
There are no monthly payments and the principal along with the accrued interest
is due on or before December 31, 2007 or the date the Company received proceeds
from the public offering of its shares, whichever is earlier                            694,349      952,727
                                                                                     ----------   ----------
                                                                                     $  694,349   $  952,727
                                                                                     ==========   ==========

</TABLE>


NOTE 12 - STOCKHOLDERS' EQUITY

Following the completion of the reverse merger, the Company had two classes of
stock.

Preferred Stock.

An investor subscribed to 150 shares of preferred stock, which was not yet
designated. The Company has arranged to cancel the subscription and return the
subscription funds to the investor.


                                       14

<PAGE>


Common Stock.

The Company has one class of common stock with a par value of $0.001. The
Company had 45,000,000 shares authorized and 44,772,159 issued and outstanding
just prior to December 1, 2006 in connection with the Company's re-domestication
(see Note 1). On December 1, 2006, the Company implemented a 1 for 20 reverse
stock split of all its issued and outstanding shares. After the reverse stock
split, there were 2,238,608 shares of common stock issued and outstanding. At
the date of the reverse split, the Company had 3,000,000 shares of convertible
preferred stock issued and outstanding. All preferred shares were converted into
20,250,000 shares of post reverse split common stock.

Prior to the reverse split, the Company had made promises to issue more common
stock, but was unable to due to a lack of authorized shares. Before the merger
completed in November 2006, the Company was in the process of attempting to
increase the number of authorized common stock shares. Accordingly all promises
to issue common stock were classified as a liability. See descriptions of
transactions below.

(a) In December 2006, accounts payable to a consulting company in the amount of
$12,698 was converted into 22,650 common shares with a par value of $0.001 per
share. The Company recorded common stock in the amount of $23 and additional
paid in capital ("APIC") in the amount of $12,675. As of March 31, 2007, this
agreement was finalized. However, stock certificates were not issued until
subsequent to year-end. As of March 31, 2007, the shares were considered
outstanding.

(b) In December 2006, accounts payable to a consulting company in the amount of
$34,830 was converted into 35,000 common shares with a par value of $0.001 per
share. The Company recorded common stock in the amount of $35 and APIC in the
amount of $34,795. As of March 31, 2007, this agreement was finalized. However,
stock certificates were not issued until subsequent to year-end. As of March 31,
2007, the shares were considered outstanding.

(c) In August 2006, the Company entered into a funding agreement with First
Bridge Capital Incorporated for working capital purposes. First Bridge Capital
was to make serial investments in the maximum amount of $1,000,000 for a future
conversion of the debt to the Company's convertible preferred stock. Before
re-domestication, the Company had received $538,500 in advance payments from
First Bridge Capital. However, after the re-domestication was completed, all
advance payment of $538,500 and related accrued interest of $12,456 were
converted by the company into 5,510 shares of preferred stock at year end, on
the basis of 1 preferred share issued for each $100 owed. On January 31, 2007,
the conversion was reversed as the Company had not designated the preferred
stock.

(d) In January 2007, the Company issued 65,000 shares of common stock with a par
value of $0.001 to Karen Dix for consulting services provided to the Company. At
the date of issuance, the market price of the Company's common stock was $0.51
per share. The Company recorded $65 in common stock and $33,085 in additional
paid in capital.

(e) In 2006, a third party exercised 290,000 (5,800,000 pre reverse-split)
warrants pursuant to a settlement agreement executed on December 31, 2005. The
Company issued 290,000 shares of its common stock related to the transaction and
the value was recorded as paid in capital.

(f) In July 2006, a settlement agreement was agreed upon between the Company and
a consulting group for financial public relations services that was performed.
The Company was to issue 7,700,000 shares of common stock for compensation for
the services performed by the consulting group. The value of the shares on the
date of issuance was based on the fair market value of the common shares on the
date of settlement. The Company had recorded this expense as public relations
services expense in the amount of $847,000. However, the Company did not have
sufficient common shares authorized and did not have sufficient un-issued shares
available to settle this contract at the time of settlement. Therefore,
4,990,000 (249,500 post split) common shares were issued to the consulting group
as of December 31, 2006. The Company still owed 2,710,000 shares to complete
this settlement. A liability to issue the remaining shares was recorded based on
the market price at the time of the settlement of $0.11 per share.


                                       15

<PAGE>


As of September 3, 2006, the stock price had fallen to $0.05 per share.
Accordingly the Company recognized a gain on the change in fair value of
derivative instruments of $162,600 for the three months ending December 31,
2006. The remaining liability of $135,400 was included on the balance sheet as a
liability for derivative instruments. Following the company's recapitalization,
2.71 million shares of common stock were issued to the consulting group on
December 11, 2006. Per the settlement, these shares were not adjusted for the
reverse split. Therefore, the derivative liability in the amount of $135,400
arisen due to a lack of authorized shares had to be eliminated and accounted for
as equity. In addition, due to changes in market value for common stock, the
value for the derivative liability needed to be adjusted before any changes were
made as of December 11, 2006. The recalculated value for the derivative
liability was $1,626,000, of which $54,200 was recognized as common stock and
$1,571,800 was recognized as APIC. The remaining value after offsetting
derivative liability in the amount of $1,626,000 was recognized as a loss on
derivative after elimination of the derivative liability. The adjusted value of
the derivative was calculated by number of shares to be issued multiplied by the
market price per share at the time of issuance.

(g) In 2006, the Company contracted with a third party to perform public
relations services that amounted to $24,000. The Company agreed to pay for these
services in common stock based upon the average 30 day trading price at a
specified time during the year. The average trading price determined was $0.29
per share, resulting in the need to issue 4,137 (82,759 pre reverse split)
shares of stock. The Company did not have sufficient authorized common shares
available to settle this contract. Therefore a liability was accrued for the
service expense incurred of $24,000. As of December 31, 2006, the price of the
stock had dropped to $0.05 per share. Accordingly, the company recognized a gain
on the change in fair value of derivative instruments of $19,862 for the three
months ended December 31, 2006. The remaining liability of $4,138 was included
on the balance sheet as a liability. As of December 31, 2006, the market value
of the derivative liability was $2,152, which was calculated by multiplying
4,137 shares with market price on December 31, 2006 of $0.52. The difference of
$1,986 was, then, recognized as gain on derivative, accordingly. As of June 30,
2007, the market value of derivative liability was $496, which was calculated by
multiplying 4,137 shares with a market price of $0.14 on June 30, 2007. The
difference of $1,572 was then recognized as gain on derivative, accordingly.

The Company, during the year ended December 31, 2007, issued 16,700,000 shares
of common stock for repayment considerations for accounts payable and other
liabilities in the amount of $675,244. The stock was issued at various dates
during the year ended December 31, 2007 with market prices ranging from $0.04 to
$0.22.

The following schedule summarizes the total liability originally recognized, the
gain (loss) during the last fiscal year, the amount transferred to equity upon
recapitalization and the remaining liability at December 31, 2008:

<TABLE>
<S>            <C>
                                                                                                   Liability as of
                                                       Original       Gain (Loss)                     December 31,
                                                      Liability       Recognized        Equity           2008
                                                     -----------     -----------      -----------     -----------
Promise to issue convertible preferred stock         $   481,382     $        --      $   481,382     $        --
                                                     -----------     -----------      -----------     -----------
Settlement of 2,710,000 common shares due                298,000      (1,328,000)       1,626,000              --
82,579 shares due to public relations firm                24,000          23,421               --             579
Common stock warrants to First Bridge Capital             20,000           5,164           14,836              --
Non-employee stock option and warrants (Note 13)         581,157         459,166          121,991              --
                                                     -----------     -----------      -----------     -----------
Total                                                    923,157        (840,249)       1,762,827             579
                                                     -----------     -----------      -----------     -----------
Grand Total                                          $ 1,404,539     $  (840,249)     $ 2,244,209     $       579
                                                     ===========     ===========      ===========     ===========
</TABLE>


                                       16

<PAGE>


NOTE 13 - STOCK OPTIONS AND WARRANTS

(a) In January 2004, the Company granted an option to purchase 152,813
(3,056,250 pre reverse split) restricted shares of common stock, exercisable at
$1.00 ($0.05 pre split) per share, to a non-employee; this option vested in
April 2004. This option expires in January 2010 and was not valued at grant
date. Because the Company did not have sufficient shares authorized to issue if
the option was exercised, this amount was recorded as a derivative and
classified on the balance sheet as a liability for derivative instruments. The
Company revalued this option at December 31, 2006 using the Black-Scholes model
and determined that the value of this option was $136,431. Accordingly, the
Company recognized a loss on the change in fair value of derivative instruments
of $136,431 and increased the liability due as of December 31, 2006 to $136,431.
The factors used for the Black Scholes model were a market price of $0.05 per
share; volatility of 150%; risk free interest rate of 6%; exercise price of
$0.05 per share; and an estimated life of 4.25 years.

As a result of completed recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $136,431 arisen due to a lack of authorized shares had to be
eliminated and accounted for as equity. In addition, due to changes in market
value for the common stock, the value for the derivative liability had to be
recalculated using the Black-Scholes model as of December 1, 2006 (the date of
reverse split). The recalculated value for the derivative liability was $40,250,
which became an addition to APIC. The remaining difference of $96,181, after
eliminating derivative liability, was recognized as a gain on derivative. The
factors used for the Black-Scholes model were a market price of $0.30 per share;
volatility of 178%; risk free interest rate of 4.39%; exercise price of $1.00
per share; and an estimated life of 4 years.

(b) In September 2005, the Company granted an option to purchase 40,750 (815,000
pre reverse split) restricted shares of common stock (TelePlus stock options),
exercisable at $1.00 ($0.05 pre reverse split) per share, to an employee that
vests and expires on January 15, 2010. This option was exchanged for an option
to purchase 45,000 restricted shares of common stock (the equivalent of a
366,750 shares Texxon stock option) issued in May 2006 and an option to purchase
30,000 restricted shares of common stock (the equivalent of a 244,500 Texxon
stock option). Due to the fact that the Company has been generating recurring
losses and also not having an active market to trade its shares, the value of
these options was determined to be zero and accordingly, no expense or paid in
capital has been recorded. The performance-based option issued to this employee
was a part of a performance based stock options issuance transaction that
involved other employees (see subsequent paragraph on performance based stock
options issued in May for more details on this transaction).

(c) In September 2005, the Company granted an option to purchase 40,750 (815,000
pre reverse split) restricted shares of common stock, exercisable at $0.02
($0.001 pre reverse split) per share, to a non-employee; this option expires on
January 15, 2010. The option was granted in exchange for consulting services
valued at $40,000. The Company has recorded consulting expense in this amount to
reflect the value of these options for the year ended December 31, 2005. Because
the Company did not have sufficient shares authorized to issue if the option was
exercised, this amount was recorded as a derivative and classified on the
balance sheet as a liability for derivative instruments. The Company revalued
this option at December 31, 2006 using the Black-Scholes model and determined
that the value of this option was $38,305. Accordingly, the Company recognized a
gain on the change in fair value of derivative instruments of $1,695 and reduced
their liability due as of December 31, 2006 to $38,305. The factors used for the
Black-Scholes model were a market price of $0.05 per share; volatility of 150%;
risk free interest rate of 6%; exercise price of $0.001 per share; and an
estimated life of 3.5 years.

As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $38,305 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $11,980, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $26,325 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.43%; exercise
price of $0.02 per share; and an estimated life of 3.25 years.


                                       17

<PAGE>


(d) In February 2006, the Company granted an option to purchase 65,000
(1,300,000 pre reverse split) restricted shares of common stock, exercisable at
$0.02 ($0.001 pre reverse split) per share, to a consultant for assistance in
the share exchange between Texxon and TelePlus. This option was valued at $0.10
per share. The value of the option was calculated using the Black-Scholes model
with the following assumptions: exercise price of $0.001; share price of $0.10;
risk free interest rate of 6.0%; expected life of 5 years; and estimated
volatility of 150%. The Company recorded the expense and additional paid in
capital in the amount of $130,000 to reflect the finder's fees expense involved
in the reverse merger acquisition process. Because the Company did not have
enough shares authorized to issue if the option was exercised, this amount was
recorded as a derivative and classified on the balance sheet as a liability for
derivative instruments. The Company revalued this option at December 31, 2006
using the Black-Scholes model and determined that the value of this option was
$64,493. Accordingly, the Company recognized a gain on the change in fair value
of derivative instruments of $65,507 and reduced the liability due as of
December 31, 2006 to $64,493. The factors used for the Black-Scholes model were
a market price of $0.05 per share; volatility of 150%; risk free interest rate
of 6%; exercise price of $0.001 per share; and an estimated life of 4.5 years.

As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $64,493 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $19,255, which
became an addition to APIC. The remaining difference after offsetting derivative
liability in the amount of $45,238 was recognized as a gain on derivative after
elimination of the derivative liability. The factors used for the Black-Scholes
model were a market price of $0.30 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.02 per share; and an estimated life
of 4.25 years.

(e) In February 2006, the Company issued common stock warrants to two members of
the Company's then current management, and to a public relations firm. These
warrants were for purchase of 125,000 (2,500,000 pre split) restricted shares of
common stock, exercisable at $2.20 ($0.11 pre reverse split) per share. These
warrants were the only options/warrants from pre-merger Texxon to survive the
completion of the share exchange agreement (see Note 1); all other Texxon
warrants were cancelled. These warrants have been valued at $275,973 ($0.1104
per share). The value of the warrants was calculated as of February 1, 2006
using the Black-Scholes model with the following assumptions: exercise price of
$0.11; share price of $0.12; risk free interest rate of 4.4%; expected life of 5
years; and estimated volatility of 150%. These warrants were valued by Texxon
prior to the merger and the effect of their issuance is included in the
additional paid in capital as a result of the merger.

(f) In April 2006, the Company granted an option to purchase 36,675 (733,500 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, to a consultant in exchange for consulting
services valued at its fair market value for the services performed at $40,343.
Because the Company did not have sufficient shares authorized to issue if the
options were exercised, this amount was recorded as a derivative and classified
on the balance sheet as a liability for derivative instruments. The Company
revalued this option at December 31, 2006 using the Black-Scholes model and
determined that the value of this option was $36,287. Accordingly, the Company
recognized a gain on the change in fair value of derivative instruments of
$4,056 and reduced their liability due as of December 31, 2006 to $36,287. The
factors used for the Black-Scholes model were a market price of $0.05 per share;
volatility of 150%; risk free interest rate of 6%; exercise price of $0.001 per
share; and an estimated life of 3.5 years.


                                       18

<PAGE>


As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $36,287 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $10,782, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $25,505 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.43%; exercise
price of $0.02 per share; and an estimated life of 3.25 years.

(g) In April 2006, the Company granted an option to purchase 6,113 (122,250 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, each to two employees (total of 12,225 (244,500
pre reverse split) shares of common stock). The option was valued at $13,448
($0.11 per share). The value of the option was calculated using the
Black-Scholes model with the following assumptions: exercise price of $0.001;
share price of $0.12; risk free interest rate of 6.0%; expected life of 4 years;
and estimated volatility of 150%. The Company recorded payroll expense and
additional paid in capital in the amount of $13,448 to reflect the value of
these options for the period ended December 31, 2006.

(h) In April 2006, the Company granted an option to purchase 75,000 (1,500,000
pre reverse split) restricted shares of common stock, exercisable at $3.40
($0.17 pre reverse split) per share, to an investment banking and financial
advisory organization as partial compensation for assistance in identifying
suitable acquisition targets and long term funding. This option was valued at
$0.156 per share. The value of the option was calculated using the Black-Scholes
option pricing model with the following assumptions: exercise price of $0.17;
share price of $0.17; risk free interest rate of 6.0%; expected life of 5 years;
and estimated volatility of 150%. The Company recorded an increase and decrease
to additional paid in capital in the amount of $234,000 to reflect the finder's
fees expense involved in the reverse merger acquisition process. Because the
Company did not have enough shares authorized to issue if the option was
exercised, this amount was recorded as a derivative and classified on the
balance sheet as a liability for derivative instruments. The Company revalued
this option at December 31, 2006 using the Black-Scholes model and determined
that the value of this option was $61,917. Accordingly, the Company recognized a
gain on the change in fair value of derivative instruments of $172,611 and
reduced the liability due as of December 31, 2006 to $61,917. The factors used
for the Black-Scholes model were a market price of $0.05 per share; volatility
of 150%; risk free interest rate of 6%; exercise price of $0.17 per share; and
an estimated life of 4.5 years.

As a result of the recapitalization in November 2006, the Company had more
shares authorized to be issued. Therefore, the derivative liability in the
amount of $61,917 due to a lack of authorized shares had to be eliminated and
accounted for as equity. In addition, due to changes in market value for the
common stock, the value for the derivative liability had to be recalculated
using the Black-Scholes model as of December 1, 2006 (the date of reverse
split). The recalculated value for the derivative liability was $18,482, which
became an addition to APIC. The remaining difference after eliminating
derivative liability in the amount of $43,435 was recognized as a gain on
derivative. The factors used for the Black-Scholes model were a market price of
$0.30 per share; volatility of 178%; risk free interest rate of 4.39%; exercise
price of $3.40 per share; and an estimated life of 4.25 years.

(i) In May 2006, the Company granted an option to purchase 26,488 (529,750 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, each to two members of management (total of 52,975
(1,059,500 pre reverse split) shares of common stock). Each option was valued at
$58,273 ($0.11 per share). The value of the option was calculated using the
Black-Scholes option pricing model with the following assumptions: exercise
price of $0.001; share price of $0.12; risk free interest rate of 6.0%; expected
life of 4 years; and estimated volatility of 150%. The Company recorded the
payroll expense and additional paid in capital in the amount of $58,273 to
reflect the value of these options for the period ended December 31, 2006.


                                       19

<PAGE>


(j) In May 2006, the Company granted an option to purchase 18,338 (366,750 pre
reverse split) restricted shares of common stock, exercisable at $0.02 ($0.001
pre reverse split) per share, to one employee. The option was valued at $0.12
per share. The value of the option was calculated using the Black-Scholes model
with the following assumptions: exercise price of $0.001; share price of $0.12;
risk free interest rate of 6.0%; expected life of 4 years; and estimated
volatility of 150%. The Company recorded payroll expense and additional paid in
capital in the amount of $20,171 to reflect the value of this option for the
period ended December 31, 2006.

(k) The Company granted options to purchase 176,875 (3,537,500 pre reverse
split) restricted shares of common stock to employees on May 25, 2006 (based on
performance), exercisable at $0.02 ($0.001 pre reverse split), that vest
immediately. At the time of grant, the Company was unable to determine whether
the Company would meet the requirement needed in order to grant the options. Due
to these facts, no expense or paid in capital has been recorded.

(l) In July 2006, the Company contracted with a third party to perform public
relations services. The total value of the services to be provided was $500,000;
the term of the contract was one year. The Company granted a warrant to purchase
192,308 (3,846,154 pre reverse split) restricted shares of common stock
exercisable at $0.02 ($0.001 pre reverse split) per share. Because of the
one-year term of the contract, the Company only recognized the grant of a
warrant to purchase 961,538 shares at an expense of $125,000. The Company
accounted for this warrant as a liability for derivative instruments as the
Company did not have sufficient authorized shares to issue if the warrant was
exercised. The Company valued this warrant at December 31, 2006 using the
Black-Scholes model and determined that the value was $47,736. Accordingly, the
Company recognized a gain on the change in fair value of derivative instruments
in the amount of $120,226 and reduced the initial $125,000 liability to $47,736.
The factors used for the Black-Scholes model were a market price of $0.05 per
share; volatility of 150%; risk free interest rate of 6%; exercise price of
$0.001 per share; and an estimated life of 4.8 years.

As a result of recapitalization in November 2006, the Company had more shares
authorized to be issued. Therefore, the derivative liability in the amount of
$47,736 due to a lack of authorized shares had to be eliminated and accounted
for as equity. In addition, due to changes in market value for the common stock,
the value for the derivative liability had to be recalculated using the
Black-Scholes model as of December 1, 2006 (the date of reverse split). The
recalculated value for the derivative liability was $14,266, which became an
addition to APIC. The remaining difference after offsetting derivative liability
in the amount of $33,470 was recognized as a gain on derivative after
elimination of the derivative liability. The factors used for the Black-Scholes
model were a market price of $0.30 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.02 per share; and an estimated life
of 4.55 years.

In 2007, an additional 144,231 warrants were issued under this contract. The
Company used the Black-Scholes model to value these options. The factors used
were a market price of $0.79 per share; volatility of 178%; risk free interest
rate of 6%; exercise price of $0.02 per share; and an estimated life of 4 years.
This resulted in $81,130 of additional paid in capital.

(m) In October 2006, the Company granted an option to purchase 10,000 (200,000
pre reverse split) restricted shares of common stock, exercisable at $0.01 per
share, to a non-employee; this option will expire on October 15, 2011. This
option was granted in exchange for consulting services, valued at $11,814 using
the Black-Scholes model. Because the Company did not have enough shares
authorized to issue if this option was exercised, this amount was recorded as a
derivative and are classified on the balance sheet as a liability for derivative
instruments. The factors used for the Black-Scholes model were a market price of
$0.06 per share; volatility of 178%; risk free interest rate of 4.39%; exercise
price of $0.01 per share; and an estimated life of 5 years.


                                       20

<PAGE>


As a result of recapitalization in November 2006, the Company had more shares
authorized to be issued. Therefore, the derivative liability in the amount of
$11,814 due to a lack of authorized shares had to be eliminated and accounted
for as equity. In addition, due to changes in market value for the common stock,
the value for the derivative liability had to be recalculated using the
Black-Scholes model as of December 1, 2006 (the date of reverse split). The
recalculated value for the derivative liability was $6,976, which became an
addition to APIC. The remaining difference of $4,838 after elimination of
derivative liability was recognized as a gain on derivative. The factors used
for the Black-Scholes model were a market price of $0.70 per share; volatility
of 178%; risk free interest rate of 4.39%; exercise price of $0.01 per share;
and an estimated life of 4.75 years.

(n) In December 2006, the Company granted an option to purchase 70,000
restricted shares of common stock, exercisable at $0.01 per share, to a
non-employee; this option will expire on December 31, 2011. This option was
granted in exchange for consulting services, valued at $48,846 using the
Black-Scholes model. The Company recorded consulting expense and additional
paid-in-capital in this amount. The factors used for Black-Scholes model were a
market price of $0.70 per share; volatility of 178%; risk free interest rate of
4.39%; exercise price of $0.01; and a estimated lift of 5.00 years.

(o) In December 2006, the Company granted options to purchase 414,900 restricted
shares of common stock, exercisable at $0.01 per shares, for consultants (one of
which is James Gibson, the Company's vice president business development); these
options will expire on December 31, 2011. These options were valued at $215,748
using the Black-Scholes model. The Company recorded consulting expense and
additional paid-in-capital in this amount. The factors used for Black-Scholes
model were a market price of $0.52 per share; volatility of 178%; risk free
interest rate of 4.39%; exercise price of $0.01; and an estimated life of 5.00
years.

(p) In December 2006, the Company granted options to purchase 179,300 restricted
shares of common stock, exercisable at $0.01 per share, to various employees
(one of which is Ross Nordin, the Company's former chief financial officer,
remaining as an advisor to the Company); these options will expire on December
31, 2011. These options were valued at $93,236 using Black-Scholes model. The
company recorded consulting expense and additional paid-in-capital in this
amount. The factors used for Black-Scholes model were a market price of $0.52
per share; volatility of 178%; risk free interest rate of 4.39%; exercise price
of $0.01; and an estimated life of 5.00 years.

A summary of the status of, and changes in, the Company's stock option plan as
of and for the year ended December 31, 2008 is presented below for all stock
options issued to employees and non-employees.

<TABLE>
<S>            <C>
                                                            Weighted         Average
                                            Common Stock  Common Stock      Exercise
                                             Warrants       Options          Price
                                            ----------     ----------      ----------
Outstanding at Beginning of Year               367,308      1,304,851      $     0.68
Granted                                        144,231             --              --
Forfeited                                           --             --              --
Exercised                                           --        (65,000)
Outstanding at End of Period                   511,539      1,239,851      $     0.68
                                            ==========     ==========      ==========
Exercisable at End of Period                   511,539      1,062,976
                                            ==========     ==========      ==========
</TABLE>


                                       21

<PAGE>


NOTE 14 - SALE OF OPERATIONS

On April 2, 2008, the Company's Board of Directors approved the Company's
execution and delivery of an agreement to sell substantially all the assets of
Vocalenvision to Tourizoom, Inc., a Nevada corporation (the "Buyer" or
"Tourizoom"). After the closing of the asset sale, the Company will deposit the
sale proceeds and other assets in a partial liquidating trust created in
connection with the sale. Upon the closing of the asset sale, the Company will
no longer be engaged in any active business. The Company sold the business and
assets of Vocalenvision to its original shareholders, to the extent that they
have remained shareholders of this Company, in exchange for (i) their shares of
the Company, (ii) a percentage of all equity financings received by the Buyer,
and (iii) a ten (10) year royalty of seven percent (7%). As consideration for
the business and assets, Tourizoom will pay (i) $200,000 from a proposed Rule
504 offering and twenty (20%) of all other future equity financings received by
Tourizoom during the next ten (10) years (until the ceiling is met in terms of
the payments made which is not calculable at this time), and (ii) a ten (10)
year royalty of seven percent (7%) calculated as 7% of Tourizoom's consolidated
gross revenues including the gross revenues of the French subsidiary and all
future subsidiaries, joint ventures, licensing agreements, and other indirect
revenue sources. The Company also quitclaimed all of its right, title and
interest in and to those assets in exchange for delivery to it of the shares of
the Company's Common Stock owned by the original shareholders of Vocalenvision
(then named TelePlus), to the extent that they still own such shares and to the
extent that they contribute such shares to Tourizoom in exchange for shares of
Tourizoom.

In order to provide that the purchase price, as received from time to time, will
be applied, first, to the creditors of Vocalenvision and the Company, and
secondarily, to the minority shareholders of this Company, the Board of
Directors approved the establishment of a Partial Liquidating Trust. The
beneficiaries of the Partial Liquidating Trust will be, in the order in which
distributions will be made, the creditors of Vocalenvision and Continan, and
then the minority shareholders of the Company. The term "minority shareholders"
is intended to exclude certain shareholders who have loaned funds to the Company
and who will likely have a continuing interest in this Company. The term is
intended to include all shareholders who purchased shares of the Company
following the acquisition of TelePlus and who therefore presumably have a
continuing interest in the technology. Until November 18, 2008, the trustee of
the Partial Liquidating Trust was MBDL LLC, a Florida limited liability company
with principal offices located at Boca Raton, FL 33433.

In November 2008, the Company sold the stock of its subsidiary, Vocalenvision,
to Blacklight BVBA.

NOTE 15-SUBSEQUENT DEVELOPMENTS

On March 6, 2009 the Company entered into a binding letter of intent with
Consorteum, Inc., a corporation organized under the laws of the Province of
Ontario ("Consorteum"), pursuant to which Consorteum, all of its stockholders
and the Company agreed to an exchange offer under which Consorteum would
become a wholly-owned operating subsidiary of the Company. The letter of intent
was terminated by mutual agreement on April 8, 2009. On March 6, 2009 the
Company declared a 1 for 100 reverse stock split of all of its issued and
outstanding shares of Common Stock. On March 11, 2009 the Company changed its
name to Consorteum Holdings, Inc., and as a result of the termination of the
letter of intent relinquished the name "Consorteum Holdings, Inc." and changed
its name to XXX Acquisition Corp. on April 8, 2009.


                                       22



<PAGE>


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

NOTE CONCERNING RECENT DEVELOPMENTS: The Company's financial statements as at
March 31, 2009 and the description and comparison of the Company's business for
the periods March 31, 2009 and March 31, 2008 set forth below under Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are for historical purposes only. Effective March 31, 2008 the
Company was no longer engaged in any active business, either directly, or
through its wholly-owned subsidiary, Vocalenvision, Inc. ("Vocalenvision"). On
March 31, 2008, the Company's Board of Directors approved the Company's
execution and delivery of an agreement to sell substantially all the assets of
Vocalenvision to Tourizoom, Inc., a Nevada corporation (the "Buyer" or
"Tourizoom"). See the Company's Report on Form 8-K filed with the Securities and
Exchange Commission ("SEC") on April 4, 2008 and the exhibits thereto, and the
Company's Report on Form 10-K filed with the SEC on April 14, 2009 and the
exhibits thereto.

Currently, the Company is not engaged in any active business. Instead, the
Company will pursue other business activities with a company not yet selected in
an industry or business area not yet identified by the Company. There can be no
assurance that the Company will be successful in this effort. Furthermore, under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), the Company will be deemed a "shell company," because it has no or
nominal assets (other than cash) and no or nominal operations. Under recent SEC
releases and rule amendments, any new transaction will be subject to more
stringent reporting and compliance conditions for shell companies.

Cuurently, the Company has no full-time employees and owns no real estate and
virtually no personal property. The Company will pursue a business combination,
but has made no efforts to identify a possible business combination. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company will
be to seek the acquisition of or merger with an existing company. There can be
no assurance the Company will succeed in this purpose. See "Risk Factors" in the
Company's Form 10-K filed with the SEC on April 14, 2009.

The following management's discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction with, our
unaudited financial statements and related notes included elsewhere in this Form
10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.

COMPANY BUSINESS.


NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH IMMEDIATELY BELOW
BECAME EFFECTIVE MARCH 31, 2008, WHEN THE COMPANY COMPLETED THE SALE OF THE
ASSETS OF ITS WHOLLY-OWNED SUBSIDIARY, VOCALENVISION, INC. (THE "DIVESTITURE
DATE"). A DESCRIPTION OF THE COMPANY'S BUSINESS THROUGH THE DATE OF SALE IS
PROVIDED BELOW UNDER THE HEADING "OVERVIEW" FOR HISTORICAL PURPOSES ONLY AS PART
OF THE MANAGEMENT DISCUSSION AND ANALYSIS. THE DESCRIPTION NO LONGER APPLIES
AFTER MARCH 31, 2008 WHEN THE SALE OF ASSETS TRANSACTION CLOSED.

COMPANY BUSINESS AFTER THE CLOSING. After the Closing of the sale of
Vocalenvision's assets, the Company will have no full-time employees and will
own no real estate and virtually no personal property. The Company will pursue a
business combination, but has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose of
the Company will be to seek the acquisition of or merger with an existing
company.

POTENTIAL TARGET COMPANIES. A business entity, if any, which may be interested
in a business combination with the Company may include the following:

      o     a company for which a primary purpose of becoming public is the use
            of its securities for the acquisition of assets or businesses;

      o     a company which is unable to find an underwriter of its securities
            or is unable to find an underwriter of securities on terms
            acceptable to it; or a company which wishes to become public with
            less dilution of its common stock than would occur upon an
            underwriting;


                                       23


<PAGE>

      o     a company which believes that it will be able to obtain investment
            capital on more favorable terms after it has become public;

      o     a foreign company which may wish an initial entry into the United
            States securities market;

      o     a special situation company, such as a company seeking a public
            market to satisfy redemption requirements under a qualified Employee
            Stock Option Plan; and

      o     a company seeking one or more of the other perceived benefits of
            becoming a public company.

      The analysis of new business opportunities will be undertaken by or under
the supervision of the Company's officers and directors. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:

      o     Potential for growth, indicated by new technology, anticipated
            market expansion or new products;

      o     Competitive position as compared to other firms of similar size and
            experience within the industry segment as well as within the
            industry as a whole;

      o     Strength and diversity of management, either in place or scheduled
            for recruitment;

      o     Capital requirements and anticipated availability of required funds,
            to be provided by the Company or from operations, through the sale
            of additional securities, through joint ventures or similar
            arrangements or from other sources;

      o     The cost of participation by the Company as compared to the
            perceived tangible and intangible values and potentials;

      o     The extent to which the business opportunity can be advanced;

      o     The accessibility of required management expertise, personnel, raw
            materials, services, professional assistance and other required
            items; and

      o     Other relevant factors.

      In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Company's limited capital available
for investigation, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

      No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.

FORM OF ACQUISITION. The manner in which the Company participates in an
opportunity will depend upon the nature of the opportunity, the respective needs
and desires of the Company and the promoters of the opportunity, and the
relative negotiating strength of the Company and such promoters.

      It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior
stockholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.


                                       24


<PAGE>

      The present stockholders of the Company will likely not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, all or a majority of the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.

      In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.

      It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Registrant of the related costs
incurred.

      We presently have no employees apart from our management. Our sole officer
and our sole director are each engaged in outside business activities and
anticipate they will devote to our business very limited time until the
acquisition of a successful business opportunity has been identified. We expect
no significant changes in the number of our employees other than such changes,
if any, incident to a business combination.

As a result of the sale of assets transaction described above in Item 1 "Note
Concerning Recent Developments", the Company will not be currently engaged in
any business activities that provide cash flow. The Company has resumed its
status as a "shell" corporation, and will attempt to investigate acquiring a
target company or business seeking the perceived advantages of being a publicly
held corporation. Our principal business objective for the next 12 months and
beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. The
Company will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.

      The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury, if
any, or with additional money contributed by one or more of our stockholders, or
another source.

      During the next 12 months we anticipate incurring costs related to:

      (i) filing of Exchange Act reports, and

      (ii) costs relating to consummating an acquisition.

      We believe we will be able to meet these costs through use of funds to be
loaned to or invested in us by our stockholders, management or other investors.

      The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.


                                       25


<PAGE>

      Our sole officer and our sole director has had limited preliminary contact
with representatives of another entity regarding a business combination with us
that resulted in entering into a letter of intent in March 2009 that was
subsequently terminated in April 2009. Any target business that is selected may
be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.

      Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing, and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.

      The Company anticipates that the selection of a business combination will
be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital that we may have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH BELOW UNDER THE
HEADING "OVERVIEW" IS FOR HISTORICAL PURPOSES ONLY. EFFECTIVE MARCH 31, 2008 THE
COMPANY IS NO LONGER ENGAGED IN ANY ACTIVE BUSINESS, EITHER DIRECTLY, OR THROUGH
ITS WHOLLY-OWNED SUBSIDIARY, VOCALENVISION, AS A RESULT OF THE COMPANY'S SALE OF
THE ASSETS OF VOVALENVISION, A TRANSACTION THAT CLOSED EFFECTIVE APRIL 2, 2008
(THE "DIVESTITURE DATE"). THEREFORE, ALTHOUGH THERE ARE NUMEROUS REFERENCES IN
THE DESCRIPTION BELOW TO THE COMPANY'S PERSONAL MOBILE PHONE BUSINESS, THESE
REFERENCES NO LONGER APPLY TO THE COMPANY AFTER MARCH 31, 2008.

OVERVIEW.

      Until the Divestiture Date, the Company, through its subsidiary
Vocalenvision, was a provider of multiple assistance services to international
travelers in the traveler language through their personal mobile phone and is
located in Marina del Rey, California. The Company had built platform, server
and call centers to provide a wide array of services to mobile phone users. The
Company had strategic relationships with several service networks in the United
States and Europe.

      Until the Divestiture Date, the Company was the parent company of
Vocalenvision, a pioneer in the field of wireless communications. The Company's
main role was that of a research and development incubator that endeavored to
create new opportunities for its subsidiary for the continually evolving
convergence of international GSM wireless, that create the vehicles that
consistently deliver its innovative "native-language" contents and services to
the end-user customer.

      Until the Divestiture Date, through its Vocalenvision subsidiary, the
Company offered proprietary products and services that help customers
communicate effectively while travelling abroad.

      Until the Divestiture Date, Vocalenvision expended much of its efforts and
funds on development of proprietary software, Beta tests in Japan and United
States, as well as its WikiTouri search engine to deliver multilingual travel
assistance services to the traveler and the initiation of its sales and
marketing efforts. The Company was also uncertain about the market acceptance
of its products and services that include auxiliary services offered through its
software-based platform and delivered to the customer's cellular phone. The
Company had contracted with large European international wireless provider to
deliver its Multilingual Travel Assistance services as value added content to
its customers while they roam in foreign countries, but the Company is not aware
of the efforts of Tourizoom, Inc., the acquirer of Vocalenvision, in respect of
any of these areas subsequent to the Divestiture Date.


                                       26


<PAGE>

      Until March 31, 2008, the Company focused on the continued development and
implementation of a proprietary layered communications architecture that
operated in unison with conventional wireless networks in order to deliver
"native-language" services to its end customers.

      Until March 31, 2008, the Company operated many of its own "in-network"
platforms as an independent unit while using existing operator networks from the
leading international cellular service providers to transport the customer's
calls as well as deliver users "native-language" content. The Company supplied
enhanced services and on-demand information to its customers via wireless.

      Prior to the Divestiture Date, Vocalenvision, Inc. was highly dependent
upon the efforts and abilities of its management. The loss of the services of
any of them could have a substantial adverse effect on it. As of the Divestiture
Date, Vocalenvision, Inc. had not purchased "Key-Man" insurance policies on any
of them.

      Prior to the Divestiture Date, Vocalenvision, Inc. had not yet had
substantial sales. It expected initial growth in its sales to come primarily
from the private labeling of its Multilingual Travel Assistance services product
which includes traveler's assistance, teleconcierge products, native in-language
interpretation and emergency coverage through international wireless providers'
existing customer channels. These incumbent wireless carriers viewed the
Company's services as a value added to their own existing wireless content and
services, while maximizing the security and convenience offer to their wireless
users while traveling abroad.

      Although sales were anticipated to start in November 2007 in France,
Italy, Spain and Great Britain through a major provider of wireless services
that was making the Vocalenvision services available to all of its wireless
users, prior to the Divestiture Date those sales had not yet begun. Prior to the
Divestiture Date it was anticipated that the services would provide income to
the Company but not sufficient to cover all operational expenses during the
following 12 months. The Company is not aware whether Vocalenvision has begun
sales or earned any income during the period subsequent to the Divestiture Date.

      Prior to the Divestiture Date, the Company believed that Vocalenvision
would be able to capture a large portion of the travel market by providing its
core services to a highly untapped market. By forming synergistic relationships
with various service providers and content providers, the Company believed that
Vocalenvision would be able to continue to grow revenues significantly by
offering the travelers a wide array of services and content in their native
languages. However, as a result of the sale of Vocalenvision, the Company is not
aware whether Vocalenvision has received any revenues during the period
subsequent to the Divestiture Date

      Prior to the Divestiture Date Vocalenvison intended that an additional
application of the Vocalenvision service offering would include a complete
"Travel Kit" product, which includes a wireless telephone and SIM card.
Vocalenvision intended that the Travel Kit would be marketed to travelers prior
to trip departure and would work in selected international countries. In this
model, the Company was required to supply customers with temporary mobile
telephones as well as proprietary SIM cards. Vocalenvision would have been
required to purchase mobile phones and SIM cards in advance and would require
payment from customer prior to shipment. Thus, Vocalenvision's development of
the Travel Kit product depended on the number of telephones and SIM cards which
it could freely distribute and that, in turn, depended upon Vocalenvision's
available capital for the purchase of the hardware and cards. The Company is not
aware whether subsequent to the Divestiture Date Vocalenvision implemented this
application.

      Prior to the Divestiture Date, a third application of Vocalenvison's
existing technology envisioned the distribution only of its proprietary SIM
Cards. The Vocalyz(TM) SIM cards work on many major wireless networks in the USA
and Europe. The SIM card technology will transport the international travelers
calls as well as deliver users "native-language" translation assistance and
teleconcierge. For the sales of this service, Vocalenvision would have been
dependent upon travel agents, brokers, retail stores and web-based e-commerce.
The Company is not aware whether subsequent to the Divestiture Date
Vocalenvision implemented this application.

      Prior to the Divestiture Date the Company believed that because of
Vocalenvision's proprietary platform technology, unique service offering,
development saving cost benefits, innovative content and sales management
experience, would permit Vocalenvision to focus its current business towards
this highly specific travel related niche and position itself as a sustainable
business. The Company is not aware whether subsequent to the Divestiture Date
Vocalenvision has become a sustainable business.


                                       27


<PAGE>

      Prior to the Divestiture Date The Company had historically experienced
operating losses and negative cash flow primarily from the operations of
Vocalenvision. Notwithstanding the sale of Vocalenvison, the Company expects
that these operating losses and negative cash flows will continue through
additional periods because the Company has ongoing legal and accounting
expenses, among other administrative and operating expenses, and no source of
revenues from which to pay them. Prior to the Divestiture Date the Company had a
limited record of revenue-producing operations but with the discontinued
operation, the Company does not have any substitute source of funds with which
to operate.


(A) REVENUES.

      Revenues were $0 for the three months ended March 31, 2009 and for the
three months ended March 31, 2008. The lack of revenues was due to the fact that
we sold our operating business at the end of March 2008, and have not had any
revenues since then. Revenues for the period from September 2, 2002 (inception)
through March 31, 2009 were $154,239.

(B) GENERAL AND ADMINISTRATIVE EXPENSES.

      General and administrative expenses were $62,565 for the three months
ended March 31, 2009 as compared to $65,586 for the three months ended March 31,
2008, a decrease of $3,021.

(C) OTHER INCOME (EXPENSE).

      Total other expenses were $23,819 for the three months ended March 31,
2009 as compared to $2,225 for the three months ended March 31,2008, an increase
of $21,593 or approximately 1000%.

(D) NET LOSS.

      The net loss was $86,384 for the three months ended March 31, 2009 as
compared to $147,001 for the three months ended March 31, 2008, a decrease of
$60,617 or approximately 42%. Overall expenses declined because of the cessation
of all ongoing business activities.


OPERATING ACTIVITIES.

      Net cash used in operating activities was $99,122 for the three months
ended March 31, 2009 as compared to $36,638 for the three months ended March 31,
2008, an increase of $62,484 or approximately 290%. Net cash used in operating
activities was $3,398,311, for the period from September 2, 2002 (inception)
through March 31, 2009.

INVESTING ACTIVITIES.

      Net cash used in investing activities was $-0-,for the three months ended
March 31, 2009 and $-0- for the three months ended March 31, 2008. Net cash used
in investing activities was $554,479 for the period from September 2, 2002
(inception) through March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES.

      As of March 31, 2009, the Company had total current assets of $81,357 and
total current liabilities of $1,349,036 , resulting in a working capital deficit
of $1,267,679 at March 31, 2009. As a development stage company that began
operations in 2002, the Company has incurred $7,772,666 in cumulative total
losses from inception through March 31, 2009.

      The above factors raise substantial doubt as to the Company's ability to
continue as a going concern. The Company's independent registered public
accounting firm's audit report included in the Company's Form 10-K an
explanatory paragraph regarding the Company's ability to continue as a going
concern.

      The accompanying consolidated financial statements have been prepared
assuming that the Company continues as a going concern and contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The ability of the Company to continue as a going concern on a
long-term basis will be dependent upon its ability to identify and create a new
source of revenue from a new business activity, since it does not have any
ongoing operations from which to generate sufficient cash flow from operations.


                                       28


<PAGE>

      The Company's current cash flow from operations will not be sufficient to
maintain its capital requirements for the year. Therefore, the Company's
continued operations, as well as the implementation of its post Divestiture
business plan, will depend upon its ability to raise additional funds through
loans from shareholders or equity or debt financing in a currently indeterminate
amount during the year ending December 31, 2009.

      Similar to the results for the first quarter of 2008, the Company has not
been successful in obtaining the required cash resources by issuing stock and
notes payable, including related party notes payable, to service the Company's
operations through the first quarter of 2009. Net cash provided by financing
activities was $-0- for the three months ended March 31, 2009 as compared to
$38,999 for the three months ended March 31, 2008, a decrease of $38,999 or
100%. This decrease was primarily the result of the precariousness of the
Company's financial position coupled with the Company's cessation of all ongoing
business activities after the Divestiture Date. Net cash used in financing
activities was $3,952,790 for the period from September 2, 2002 (inception)
through March 31, 2009.

      Whereas the Company has been successful in the past in raising capital, no
assurance can be given that sources of financing will continue to be available
and/or that demand for its equity/debt instruments will be sufficient to meet
its capital needs, or that financing will be available on terms favorable to the
Company. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of assets and liabilities that
might be necessary should the Company be unable to continue as a going concern.

      If funding is insufficient at any time in the future, the Company may not
be able to take advantage of business opportunities for the acquisition of a new
business operation.

      To the extent that the Company raises additional capital through the sale
of equity or convertible debt securities, dilution of the interests of existing
stockholders may occur. If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and privileges
senior to holders of common stock and the terms of such debt could impose
restrictions on the Company's operations. Regardless of whether the Company's
assets prove to be inadequate to meet its operational needs, the Company may
seek to compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing shareholders.

CONTRACTUAL OBLIGATIONS.

(A) CAPITAL LEASE.

      As a result of the sale of its operating business, the Company does not
have any capital leases.

(B) OPERATING LEASES.

      The Company currently maintains its principal executive offices at counsel
for the Company on a rent free basis. Until March 31, 2008 the Company leased
approximately 1,048 square feet of office space, located at 4640 Admiralty
Way-Suite 500, Marina del Rey, California 90292 on a month-to-month basis at the
monthly rent of $3,245. The Company paid no rent for the three months ended
March 31, 2009 and $10,502 for the three months ended March 31, 2008.

(C) INDEMNITIES AND GUARANTEES.

      During the normal course of business, the Company has made certain
indemnities and guarantees under which it may be required to make payments in
relation to certain transactions. These indemnities include certain agreements
with the Company's officers under which the Company may be required to indemnify
such persons for liabilities arising out of their employment relationship, lease
agreements. The duration of these indemnities and guarantees varies, and in
certain cases, is indefinite.

OFF BALANCE SHEET ARRANGEMENTS.

      Other than operating leases, the Company does not engage in any off
balance sheet arrangements that are reasonably likely to have a current or
future effect on its financial condition, revenues, results of operations,
liquidity or capital expenditures.


                                       29


<PAGE>

INFLATION.

      The impact of inflation on the costs of the Company and the ability to
pass on cost increases to its customers over time is dependent upon market
conditions. The Company is not aware of any inflationary pressures that have had
any significant impact on the Company's operations over the past year and the
Company does not anticipate that inflationary factors will have a significant
impact on future operations.

CRITICAL ACCOUNTING POLICIES.

      The SEC has issued Financial Reporting Release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most critical
accounting policies. In FRR 60, the SEC has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition,
the Company's most critical accounting policies include: (a) valuation of
stock-based compensation arrangements; (b) revenue recognition; and (c)
derivative liabilities. The methods, estimates and judgments the Company uses in
applying these most critical accounting policies have a significant impact on
the results the Company reports in its consolidated financial statements.

(A) VALUATION OF STOCK-BASED COMPENSATION ARRANGEMENTS.

      The Company has issued, and intends to continue to issue, shares of common
stock and options to purchase shares of its common stock to various individuals
and entities for management, legal, consulting and marketing services. The
Company adopted SFAS No. 123 (Revised 2004), "Share Based Payment" ("SFAS No.
123R"). SFAS No. 123R requires companies to measure and recognize the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value. SFAS No. 123R eliminates the ability to account
for the award of these instruments under the intrinsic value method prescribed
by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and allowed under the original provisions of SFAS No. 123.
These transactions are reflected as a component of selling, general and
administrative expenses in the accompanying statement of operations.

(B) REVENUE RECOGNITION.

      The Company recognizes revenues when it receives confirmation of the order
and the customer credit card has been debited and confirmed that customers have
used cellular phone minutes.

(C) DERIVATIVE LIABILITIES.

      During the year ended December 31, 2006, the Company issued warrants and
options to numerous consultants and investors for services and to raise capital.
During the period up until the recapitalization performed on December 1, 2006
(Note 1), the Company did not have sufficient authorized shares in order to
issue these options should they be exercised. Because of the lack of authorized
shares, the Company therefore needed to follow derivative accounting rules for
its accounting of options and warrants.

      The Company evaluates the conversion feature of options and warrant
indexed to its common stock to properly classify such instruments within equity
or as liabilities in its financial statements, pursuant to the requirements of
the EITF No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock," EITF No. 01-06, "The Meaning
of Indexed to a Company's Own Stock," and SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended.

      Pursuant to EITF 00-19, the Company was to recognize a liability for
derivative instruments on the balance sheet to reflect the insufficient amounts
of shares authorized, which would have otherwise been classified into equity. An
evaluation of specifically identified conditions was then made to determine
whether the fair value of warrants or options issued was required to be
classified as a derivative liability. The fair value of warrants and options
classified as derivative liabilities was adjusted for changes in fair value at
each reporting period, and the corresponding non-cash gain or loss was recorded
in the corresponding period earnings.

      In December 2006, the Company completed a reincorporation by merger with
Texxon-Nevada, which, therefore, allowed the Company to increase its authorized
preferred and common shares from 5,000,000 to 10,000,000 shares and from
45,000,000 to 100,000,000 shares, respectively.

      At the date of recapitalization, the Company recalculated the value of its
options and warrants at the current fair value, and recorded an increase to
equity and a decrease to derivative liabilities for the fair value of the
options and warrants. The difference between the liability and the recalculated
fair value was recorded as a gain or loss.


                                       30



<PAGE>


ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

      The Company maintains disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in the Company's periodic reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to management, including the Company's principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosures.

      In the Company's Form 10-QSB for the period ended on March 31, 2007, the
Company disclosed certain deficiencies that existed in the design or operation
of the Company's internal control over financial reporting. However, the Company
incorrectly disclosed that it has such controls. In reality, the Company does
not currently have such controls. Under SEC Rules that affect the Company, the
Company is required to provide management's report on internal control over
financial reporting for its first fiscal year ending on or after December 15,
2008. The Company has prepared management's report as required and delivered a
copy to its auditors. The Company is not required to file the auditor's
attestation report on internal control over financial reporting until it files
an annual report for its first fiscal year ending on or after December 15, 2009.

      As of the end of the period covered by this report, management carried out
an evaluation, under the supervision and with the participation of the Company's
principal executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's
principal executive officer and principal financial officer concluded that its
disclosure controls and procedures were effective at a reasonable assurance
level to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. In addition, the Company's principal executive officer and principal
financial officer concluded that its disclosure controls and procedures were not
effective at a reasonable assurance level to ensure that information required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure because the Company did not
have and does not presently have adequate segregation of duties, in that it has
only one person performing all accounting-related duties. As a result of the
"barebones" level of relevant personnel, however, certain deficiencies which are
cured by separation of duties cannot be cured, but only monitored as a weakness.

      Because of the inherent limitations in all internal control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, will be or have been 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.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people and/or by management override of
controls. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because
of changes in conditions, and/or the degree of compliance with the policies and
procedures may deteriorate. Because of the inherent limitations in a
cost-effective internal control system, misstatements due to error or fraud may
occur and not be detected.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

      There were no changes in the Company's internal controls over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act), or in factors that
have materially affected or are reasonably likely to materially affect those
controls during the last fiscal quarter. However, as noted above, in the
Company's Form 10-QSB for the period ended on March 31, 2007, the Company
disclosed certain deficiencies that existed in the design or operation of the
Company's internal control over financial reporting: we did not have adequately
segregation of duties, in that we only had one person performing all
accounting-related duties. Our lack of personnel in accounting and financial
staff to sufficiently monitor and process financial transactions in an efficient
and timely manner continues to date. We do not currently own any operating
business and do not have a source of revenues with which to hire a separate
principal financial officer or to hire and train other accounting and financial
personnel needed to provide this function. Consequently, we lack the resources
we need in this area. While a remediation plan would involve the hiring of one
or more such personnel or the outsourcing of accounting functions, we are
without funds to implement any such plan, and likely will be unable to do so for
the foreseeable future. Until one or more additional accounting personnel can be
hired, our internal controls over financial reports will remain deficient.


                                       31



<PAGE>

ITEM 4T.  CONTROLS AND PROCEDURES.

      The management of XXX Acquisition Corp. is responsible for establishing
and maintaining adequate internal control over financial reporting. The
Company's internal control over financial reporting is designed to provide
reasonable assurance as to the reliability of the Company's financial reporting
and the preparation of financial statements in accordance with generally
accepted accounting principles.

      All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.

      Management conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2008. In making
this assessment, it used the criteria set forth in INTERNAL CONTROL--INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

      As noted above in response to Item 4, in the Company's Form 10-QSB for the
period ended on March 31, 2007, the Company disclosed certain deficiencies that
existed in the design or operation of the Company's internal control over
financial reporting: we did not have adequately segregation of duties, in that
we only had one person performing all accounting-related duties. Because of the
"barebones" level of relevant personnel, however, certain deficiencies which are
cured by separation of duties cannot be cured, but only a monitored as a
weakness.

      Our independent registered public accounting firm, Sutton Robinson Freeman
& Co., P.C., has reviewed our management's assessment of our internal controls
over the financial reporting and will issue their report in 2009 per SEC rules
for non-accelerated filers.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      There were no unregistered sales of the Company's equity securities during
the three months ended on March 31, 2009 that have not previously been reported.
There were no purchases of the Company's common stock by the Company's
affiliates or by it during the three months ended March 31, 2009.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      None.


                                       32



<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      None.


ITEM 5. OTHER INFORMATION.

      None.


ITEM 6. EXHIBITS.

      Exhibits included or incorporated by reference in this document are set
forth in the Exhibit Index.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       XXX ACQUISITION CORP.
                                      (formerly known as Continan
                                       Communications, Inc.)

Dated: July 28, 2009
                                       By:  /s/ Marcia Rosenbaum
                                            ------------------------------------
                                            Marcia Rosenbaum,
                                            Chief Executive Officer
                                            and Chief Financial Officer


                                       33



<PAGE>


                                  EXHIBIT INDEX


NUMBER                              DESCRIPTION

3.1           Articles of Incorporation, dated March 13, 2006 (incorporated by
              reference to Exhibit 3.1 of the Form 10-KSB filed on May 9, 2007).

3.2           Articles of Merger, dated November 22, 2006 (incorporated by
              reference to Exhibit 99.1 of the Form 8-K filed on December 7,
              2006).

3.3           By-Laws, dated October 6, 1998 (incorporated by reference to
              Exhibit 3.2 of the Form 10-SB filed on February 28, 2002).

4.1           1998 Incentive Stock Option Plan, dated November 1, 1998
              (incorporated by reference to Exhibit 10.1 of the Form 10-SB filed
              on February 28, 2002)

4.2           2002 Non-Qualified Stock Option Plan, dated October 1, 2002
              (incorporated by reference to Exhibit 4 of the Form S-8 filed on
              January 27, 2003)

4.3           Share Exchange Agreement between the Texxon, Inc., TelePlus, Inc.,
              and the Shareholders of TelePlus, Inc., dated March 2, 2006
              (incorporated by reference to Exhibit 2 of the Form 10-QSB filed
              on May 22, 2006).

4.4           Certificate of Designation of TelePlus Acquisition Series of
              Preferred Stock, dated May 8, 2006 (incorporated by reference to
              Exhibit 4.1 of the Form 8-K filed on June 7, 2006).

10.1          Employment Agreement between TelePlus, Inc. and Claude Buchert,
              dated January 1, 2004 (incorporated by reference to Exhibit 10.1
              of the Form 10-KSB filed on May 9, 2007).

10.2          Employment Agreement between TelePlus, Inc. and Helene Legendre,
              dated January 1, 2004 (incorporated by reference to Exhibit 10.2
              of the Form 10-KSB filed on May 9, 2007).

10.3          Addendum to Employment Agreement between TelePlus, Inc. and Claude
              Buchert, dated February 1, 2004 (incorporated by reference to
              Exhibit 10.3 of the Form 10-KSB filed on May 9, 2007).

10.4          Letter of Engagement between TelePlus, Inc. and Ross Nordin, dated
              April 18, 2006 (incorporated by reference to Exhibit 10.4 of the
              Form 10-KSB filed on May 9, 2007).

10.5          Settlement Agreement between Wall Street PR, Inc. and Texxon,
              Inc., dated July 26, 2006 (incorporated by reference to Exhibit
              10.5 of the Form 10-KSB filed on May 9, 2007).

10.6          Agreement for VOIP Services between TelePlus Inc. and Digitrad
              France SARL, dated July 27, 2006 (incorporated by reference to
              Exhibit 99 of the Form 8-K filed on August 14, 2006).

10.7          Funding Agreement between Texxon, Inc. and First Bridge Capital,
              Inc., dated August 14, 2006 (incorporated by reference to Exhibit
              10.7 of the Form 10-KSB filed on May 9, 2007).

10.8          Settlement Agreement between Continan Communications, Inc., First
              Bridge Capital, Inc., and Wall Street PR, Inc., dated December 28,
              2006 (incorporated by reference to Exhibit 10.8 of the Form 10-KSB
              filed on May 9, 2007).

21            Subsidiaries of the Company (incorporated by reference to Exhibit
              21 of the Form 10-KSB filed on May 9, 2007).

31.1 and 31.1 Rule 13a-14(a)/15d-14(a) Certification of Marcia Rosenbaum (filed
              herewith).

32.1 and 32.2 Section 1350 Certification of Marcia Rosenbaum
              (filed herewith).

99            Provisional Patent Application, dated September 20, 2004
              (incorporated by reference to Exhibit 99 of the Form 10-KSB filed
              on May 9, 2007).



                                       34