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

                                   FORM 10-QSB

                                   (Mark One)

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


                  For the quarterly period ended June 30, 2002

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

      For the transition period from ____________________to________________


                        Commission File Number: 000-49648

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


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


                    331 East Chilton Dr., Chandler, AZ 85225
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (480) 926-5508

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.) YES X NO_____

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: 10,732,284 shares as of July 31,
2002.





<PAGE>


                                  TEXXON, INC.
                 Form 10-QSB for the quarter ended June 30, 2002

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

                                      INDEX

Part I. Financial Information

<TABLE>
<CAPTION>
Item 1. Financial Information

<S>                                                                                                              <C>
Balance Sheets at June 30, 2002 (unaudited)
     and December 31, 2001........................................................................................2
Statements of Operations (unaudited) for the
     three and six months ended June 30, 2002 and 2001 and from October 6, 1998
    (date of Inception) to June 30, 2002..........................................................................3
Statements of Change in Stockholders'
     Equity (unaudited) for the period from October 6, 1998 (date of Inception)
       to June 30, 2002 ..........................................................................................4
Statements of Cash Flows (unaudited) for the
     six months ended June 30, 2002 and 2001 and from October 6, 1998
      (date of Inception) to June 30, 2002........................................................................5
Notes to Financial Statements (unaudited) ........................................................................6

Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations ...................................................................................8
</TABLE>
<TABLE>
<CAPTION>
Part II. Other Information

<S>                                                                                                             <C>
Item 1.     Legal Proceedings ...................................................................................10
Item 2.     Changes in Securities and Use of Proceeds ...........................................................10
Item 3.     Defaults upon Senior Securities .....................................................................10
Item 4.     Submission of Matters to a Vote of Security Holders .................................................10
Item 5.     Other Information ...................................................................................10
Item 6.     Exhibits and Reports on Form 8-K ....................................................................10
</TABLE>


<PAGE>

                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                                 Balance Sheets

<S>                                                               <C>         <C>

                                                                   June 30,
                                                                      2002    December 31,
ASSETS                                                          (unaudited)          2001
                                                               ------------  -------------
Current Assets
    Cash                                                        $   13,129    $     2,697
    Inventory                                                        2,752          6,503
    Prepaid expenses                                                23,333        100,082
                                                               ------------  -------------

                  Total Current Assets                              39,214        109,282

Property, Plant & Equipment, net
    Manufacturing equipment                                         71,355         71,355
    Automobiles                                                     29,000         29,000
    Office equipment                                                19,684         19,684
    Accumulated depreciation                                       (16,390)        (6,804)
                                                               ------------  -------------

                                                                   103,649        113,235
Other Assets
    Deposits                                                         6,375          6,375
                                                               ------------  -------------

                                                                $  149,238    $   228,892
                                                               ============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Trade payables                                              $   12,193    $    12,912
    Notes payable - shareholders                                    17,980              -
    Notes payable - other                                            5,000              -
    Accrued expenses                                               120,150              -
    Current maturities of long-term debt                             4,507              -
                                                               ------------  -------------

                    Total Current Liabilities                      159,830         12,912

    Long-term debt - note payable                                   14,776              -
                                                               ------------  -------------

                    Total Liabilities                              174,606         12,912

STOCKHOLDERS' EQUITY
    Preferred stock, $.001 par value; 5,000,000 shares
       authorized; none issued or outstanding                            -              -
    Common stock, $.001 par value; 45,000,000 shares
       authorized; 10,732,284 and
       10,704,784 shares issued and outstanding                     10,732         10,705
    Additional paid-in capital                                     609,443        599,845
    Deficit accumulated during the development stage              (645,543)      (394,570)
                                                               ------------  -------------

                     Total Stockholders' Equity                    (25,368)       215,980

                                                               ------------  -------------
                                                                $  149,238    $   228,892
                                                               ============  =============
</TABLE>


See Notes to Unaudited Financial Statements.


<PAGE>

<TABLE>
<CAPTION>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                            Statements of Operations
      Three and Six Months Ended June 30, 2002 and 2001and the Period From
              October 6, 1998 (Date of Inception) to June 30, 2002
                            Statements of Operations
                                   (unaudited)

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

                                         Three Months Ended June 30,       Six Months Ended June 30,       October 6, 1998
                                        -----------------------------   -------------------------------     (Inception) to
                                                  2002          2001             2002            2001        June 30, 2002
                                        ---------------  ------------   --------------  ---------------  ------------------

EXPENSES
Platinum and chemical purchases          $       1,242    $        -     $      4,311    $           -    $         14,876
Other operating expenses                       127,934             -          245,254                -             630,230
                                        ---------------  ------------   --------------  ---------------  ------------------

                                               129,176             -          249,565                -             645,106

OTHER INCOME (EXPENSE)
Interest expense                                (1,410)                        (1,410)                              (1,410)
Interest income                                      2             -                2                -                 975
                                        ---------------  ------------   --------------  ---------------  ------------------

    Net loss                             $     129,174    $        -     $    250,973    $           -    $        645,541
                                        ===============  ============   ==============  ===============  ==================

    Weighted average shares
     outstanding                            10,737,506     3,000,000       10,711,662        3,000,000           4,293,031
                                        ===============  ============   ==============  ===============  ==================

    (Loss) per share, basic
    and diluted                          $       (0.01)   $     0.00     $      (0.02)   $        0.00    $          (0.15)
                                        ===============  ============   ==============  ===============  ==================

</TABLE>

See Notes to Unaudited Financial Statements.


<PAGE>

<TABLE>
<CAPTION>

                                  TEXXON, INC.
                         (An Exploration Stage Company)
                  Statements of Changes in Stockholders' Equity
        Period from October 6, 1998 (Date of Inception) to June 30, 2002


<S>                                <C>        <C>       <C>           <C>        <C>          <C>         <C>            <C>
                                                                                                              Deficit
                                                                                                          Accumulated
                                   Preferred Stock          Common Stock        Additional       Common    During the
                                  -----------------    ----------------------      Paid-In        Stock   Development
                                  Shares     Amount         Shares     Amount      Capital   Subscribed         Stage      Total
                                  ------     ------    -----------   --------   ----------   ----------   -----------   --------
Balance at inception
  (October 6, 1998)                    -      $   -              -    $     -    $       -    $       -    $        -    $     -

Common stock issued to
  founders - January 2000              -          -      3,000,000      3,000            -       (3,000)            -          -

Balance, December 31, 2000             -          -      3,000,000      3,000            -       (3,000)            -          -

Payment on subscription                -          -              -          -            -        3,000             -      3,000

Options to non-employees -
   January                             -          -              -          -        3,500            -             -      3,500

Common stock issued to
  founders - June                      -          -      3,500,000      3,500            -            -             -      3,500

Common stock issued in
  private placement -
       July                            -          -      2,209,929      2,210      307,180            -             -    309,390
       August                          -          -        936,855        937      130,223            -             -    131,160
       September                       -          -         25,000         25       12,475            -             -     12,500
       October                         -          -          8,000          8        3,992            -             -      4,000

Common stock issued for
  consulting services - August         -          -      1,000,000      1,000      139,000            -             -    140,000

Common stock issued for
  phone system - August                -          -         25,000         25        3,475            -             -      3,500

Net loss for the year
  ended December 31, 2001              -          -              -          -            -            -      (394,570)  (394,570)

Balance, December 31, 2001             -          -     10,704,784     10,705      599,845            -      (394,570)   215,980

Common stock issued in
  private placement -
       January                         -          -          7,500          7        2,618            -             -      2,625

Common stock issued for
  consulting services - May            -          -         20,000         20        6,980            -             -      7,000

Net loss for the six months
  ended June 30, 2002                  -          -              -          -            -            -      (250,973)  (250,973)

Unaudited Balance, June 30, 2002       -      $   -    $10,732,284     10,732    $ 609,443    $       -    $ (645,543)  $(25,368)
                                  ======     ======    ===========   ========   ==========   ==========   ===========   ========

</TABLE>
See Notes to Unaudited Financial Statements.


<PAGE>


<TABLE>
<CAPTION>

                                  TEXXON, INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
             Six Months Ended June 30, 2002 and 2001 and the Period
            From October 6, 1998 (Date of Inception) to June 30, 2002

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

                                                               Six Months Ended
                                                                    June 30,        October 6, 1998
                                                              -------------------     Inception) to
                                                                  2002       2001     June 30, 2002
                                                              --------    -------   ---------------
Operating Activities:
     Net loss                                                $(250,973)    $    -    $     (645,543)
     Adjustments to reconcile net loss to
      net cash used in operating activities:
         Depreciation expense                                    9,586          -            16,390
         Issuance of stock and options for services                  -          -            10,500
         Changes in operating assets and liabilities:
            Inventory                                            3,751          -            (2,752)
            Prepaid expenses                                    76,749                      116,667
            Accounts payable and accrued expenses              119,431          -           132,343
                                                              --------    -------   ---------------
              Net Cash Used in Operating Activities            (34,456)         -          (372,395)
                                                              --------    -------   ---------------

Investing Activities:
     Deposits                                                        -          -            (6,375)
     Purchase of property and equipment                              -          -          (116,539)
                                                              --------    -------   ---------------
             Net Cash Used in Investing Activities                   -          -          (122,914)
                                                              --------    -------   ---------------

Financing Activities:
     Proceeds on long-term debt                                 20,000          -            20,000
     Proceeds on notes payable - shareholders                   17,980          -            17,980
     Proceeds on notes payable - other                           5,000          -             5,000
     Payments on long-term debt                                   (717)         -              (717)
     Sales of common stock                                       2,625          -           466,175
                                                              --------    -------   ---------------
             Net Cash Provided by Financing Activites           44,888          -           508,438
                                                              --------    -------   ---------------

Increase in Cash                                                10,432          -            13,129

Cash, beginning of period                                        2,697          -                 -
                                                              --------    -------   ---------------
Cash, end of period                                          $  13,129     $    -    $       13,129
                                                              ========    =======   ===============

</TABLE>

See Notes to Unaudited Financial Statements.


<PAGE>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                     Notes to Unaudited Financial Statements
                                  June 30, 2002


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  and Nature of  Operations  The  accompanying  unaudited  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim  financial  information and
with the  instructions to Form 10-QSB.  Accordingly,  they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the  three  month  period  ended  June 30,  2002 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2002.  For  further  information,  refer  to the  audited
financial  statements  and footnotes  thereto for the fiscal year ended December
31, 2001 included in the Company's filing on Form 10.

Going Concern The accompanying  financial statements have been prepared assuming
the Company will continue as a going concern. The Company is in the early stages
of development  and has not yet  established  sources of revenues  sufficient to
fund the development of business and pay current operating expenses. As shown in
the  accompanying  financial  statements,  the  Company  incurred  a net loss of
$645,541  during the period from October 6, 1998 (date of inception) to June 30,
2002.  Management  intends to provide the  necessary  development  and operating
capital  through  sales of its  common  stock and  commencement  of sales of the
licensed  product.  The ability of the  Company to  continue as a going  concern
during  the next year  depends on the  successful  completion  of the  Company's
efforts to raise  capital and commence  sales of the  platinum  derived from the
licensed product.  The financial  statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

NOTE  2--NOTES PAYABLE

Included  in  current   liabilities   is  $17,980  in  notes  payable  to  three
stockholders.  The notes are unsecured and accrue interest at 10% and are due on
demand. In addition, the Company has a $5,000 note payable to an individual. The
note is unsecured and accrues interest at 10% and is due on demand.


<PAGE>


NOTE  3--LONG-TERM DEBT

Long-term Debt - note payable is comprised of the following:

Note payable to a bank, interest at 7.88%, principal
   and interest payments of $489 due monthly
   through April 2005, secured by automobile          $     20,000

Principal maturities in years subsequent to March 31, 2002 are as follows:

                          Year Ending
                           March 31,
                       ------------------
                             2003              $      4,065
                             2004                     4,780
                             2005                     5,171
                             2006                     5,592
                             2007                       392
                                                 -----------

                                               $     20,000
                                                 ===========



Note 4--STOCKHOLDERS' DEFICIT

Texxon is  authorized  to issue  45,000,000  Shares of Common  Stock,  par value
$0.001 per share,  of which  10,712,284  shares were  outstanding as of June 30,
2002.  Texxon is also authorized to issue 5,000,000  Shares of Preferred  Stock,
par value $0.001 per share, of which there are no shares presently outstanding.

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

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

Common Stock  Transactions - The Company issued  3,000,000  shares of its common
stock at par value to its  founders in exchange for  subscriptions  during 2000.
During 2001,  the  subscriptions  were paid in full in cash.  In  addition,  the
Company issued 3,500,000 shares of its common stock at par value to its founders
on June 1, 2001.

On August 22, 2001,  the Company  completed a private  offering of common stock,
resulting  in the issuance of 3,146,784  shares for  $440,450  ($.14/share).  On
August 28,  2001,  the  Company  issued  1,000,000  shares,  valued at  $140,000
($.14/share)  to consultants in exchange for services.  In September and October
2001, the Company initiated a private offering of common stock and issued 33,000
shares for  $16,500  ($.50/share).  In January  2002,  the  Company  initiated a
private   offering  of  common   stock  and  issued   7,500  shares  for  $2,625
($.35/share).



<PAGE>

Stock Options - On August 28, 2001, the Company adopted a stock option plan (the
"Plan").  Under the Plan,  incentive  stock options (ISOs) may be granted to the
Company's  officers,  key  employees  and key advisors for the purchase of up to
3,000,000  shares of the  Company's  common stock.  Scheduled  vesting is at the
discretion  of the Plan's  committee,  and  expiration  dates for the grants may
extend up to ten years from grant date. The exercise prices of the ISOs shall be
not less than 100%,  of the fair market value of the  Company's  common stock at
grant date.

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

Also in  January,  2001,  the Company  granted  certain  consultants  options to
purchase up to  2,000,000  shares of the  Company's  common stock at an exercise
price of $0.001.  These options are exercisable  only after the Company's common
stock  has been  trading  for  thirty  days on a listed  exchange  or on the OTC
Bulletin Board. These options also expire in ten years from the date of grant.

In May 2002, the Company issued 20,000 shares of restricted  common stock valued
at $7,000 to a consultant for services and has appropriately recorded an expense
for a like amount.

Under the  provisions of SFAS 123, the Company  recognizes as a cost or expense,
the fair value of stock  awards  and  options  to  non-employees  at the date of
grant. Accordingly, the Company recognized expense of $3,500 associated with the
grants during 2001.

Using the Black-Scholes option-pricing model with the following weighted-average
assumptions  used for  grants in 2001:  500%  volatility,  expected  life of the
options of five years,  zero  dividend  yield,  and  risk-free  interest rate of
5.50%,  the weighted  average  grant date fair value of options  granted  during
2001, all of whose exercise prices equaled or exceeded market value of the stock
at date of grant is $3,500, and the weighted average remaining  contractual life
for all options was  approximately  ten years.  At December 31, 2001, no options
were exercisable, no options were canceled,  3,500,000 options were outstanding,
and there were 3,000,000 options available for grant.



<PAGE>


Results of Operations

     For the three and six month periods ended June 30, 2002, we had no revenues
as we were still in the exploration  stage.  For the three and six month periods
ended June 30, 2001 we had no operations and incurred no expenses.

     Other operating expenses increased  approximately 100% for the three months
ended June 30, 2002 to $127,934 from $0 in the three months ended June 30, 2001.
Our SG&A expenses for the three months ended June 30, 2002  included  $35,000 in
consulting  expenses  related  to  the  amortization  of  a  prepaid  consulting
agreement,  $12,821 in rent  expense  for our pilot plant  located in  Chandler,
Arizona,  $60,000 in accrued, unpaid compensation to our officers, and $7,000 in
non cash  expenses  related  to a  consulting  agreement.  We  believe  our SG&A
expenses will continue to increase during the balance of fiscal 2002 as compared
to fiscal 2001.

     Other operating  expenses  increased  approximately 100% for the six months
ended June 30, 2002 to $245,254  from $0 in the six months  ended June 30, 2001.
Our SG&A  expenses  for the six months ended June 30, 2002  included  $70,000 in
consulting  expenses  related  to  the  amortization  of  a  prepaid  consulting
agreement,  $24,617 in rent  expense  for our pilot plant  located in  Chandler,
Arizona, $120,000 in accrued, unpaid compensation to our officers, $7,000 in non
cash expenses related to a consulting agreement, $9,600 in depreciation expense,
$9,300 in professional fees. The balance of selling,  general and administrative
expenses  relates to the  operation  of our pilot  plant.  We  believe  our SG&A
expenses will continue to increase during the balance of fiscal 2002 as compared
to fiscal 2001.

     Our net loss for the three  months ended June 30, 2002 was $129,174 or $.01
per share as  compared to a net loss of $0 for the three  months  ended June 30,
2001. The increase in the net loss is attributable to the increase in operations
in that we were  inactive  during the three months ended June 30, 2001.  Our net
loss for the six months  ended June 30,  2002 was  $250,973 or $.02 per share as
compared  to a net  loss of $0 for the six  months  ended  June  30,  2001.  The
increase in the net loss is  attributable  to the increase in operations in that
we were  inactive  during  the six  months  ended  June 30,  2001.  We expect to
continue to incur  losses  until we commence  the  operation  of our  production
plant. We expect to incur losses during the operation of our pilot plant.  There
is no assurance that we will be able to develop  commercially viable products or
to generate net revenue from the sale of our products, or to achieve or maintain
profitable operations.

     During the balance of fiscal 2002 we will seek to raise capital in order to
fund the  acquisition of a license for the precious  metal recovery  technology.
Provisions of the license  agreement call for the company to pay to the inventor
$500,000  upon  successfully  raising  $2,000,000  or more. To date a payment of
$25,000 toward the $500,000 license  agreement has been paid. The company's plan
is also to fund the  expansion  of the pilot  plant and to fund,  construct  and
operate a  production  facility.  Our plan of  operation  will  depend  upon our
ability to raise sufficient operating capital. If such capital is not raised, we
will not be able to continue as a going concern.




<PAGE>

Liquidity and Capital Resources

     At June 30, 2002, we had working  capital  deficit of $120,616  compared to
working  capital of $96,370 at December  31,  2001.  Net cash used in  operating
activities  for the six months ended June 30, 2002 was $34,456 as compared to $0
during the six months ended June 30, 2001. Net cash used in operating activities
from  inception  (October  6,  1998) to June 30,  2002  was  $372,395.  Net cash
provided  by  financing  activities  for the six months  ended June 30, 2002 was
$44,888 and  included  $20,000 in proceeds  from a long-term  loan and $2,625 in
proceeds  from the sale of our common stock and $22,980 in  borrowings  from our
shareholders  and an individual  compared to $0 during the six months ended June
30, 2001. Net cash provided by financing  activities from inception  (October 6,
1998) to June 30, 2002 was  $508,438  and  included  $20,000 in proceeds  from a
long-term  loan and  $466,175 in proceeds  from the sale of our common stock and
$22,980 in borrowings from our shareholders and an individual.

     We have incurred cumulative losses from inception (October 6, 1998) through
June 30, 2002. At June 30, 2002 we have an accumulated deficit of $645,543,  and
the report from of our independent  auditor on our audited financial  statements
at December 31, 2001 contained a going concern  qualification.  We will continue
to incur losses during the foreseeable  future and have yet to achieve  revenues
sufficient to offset direct expenses and corporate overhead.  We do not have any
present  commitments for capital  expenditures.  We will need additional working
capital to expand our operations and otherwise attempt to achieve profitability.
At this time,  however,  we have no agreements or understandings  with any third
parities regarding  additional capital,  and we cannot guarantee that we will be
successful  in  obtaining  capital upon terms  acceptable  to us, if at all. Our
failure to secure  necessary  financing could have a material  adverse effect on
our financial condition and results of operations.


<PAGE>




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of  Proceeds

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.

         None.

         (b)      Reports on Form 8-K

         None.



<PAGE>





                                   SIGNATURES

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

                                     Texxon, Inc.
                                     (Registrant)

                                     /s/ Gifford Mabie, III
                                     --------------------------------
                                     Gifford Mabie III, President and CEO


Dated:   August 14, 2002