<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                                       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: 000-49648

                              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, NY 10017
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number including area code: (212)687-1222
                                 --------------

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                         Common stock, $0.001 par value

                                 Title of class

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [_] Yes [x] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13or Section 15(d) of the Act. [_] Yes [x] No

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. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]
Accelerated filer [_]
Non-accelerated filer (Do not check if a smaller reporting company) [_]
Smaller reporting company [x]


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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked prices of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

Computed by reference to the last sale price of the common equity on March 20,
2009 of $0.0009, the aggregate market value of voting stock held by
non-affiliates is $90.00.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. There were 1,000,000 shares of
the registrant's common stock outstanding as of March 6, 2009.

                           DOCUMENTS INCORPORATED BY REFERENCE

None.



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                                TABLE OF CONTENTS
                                     PART I

Item 1.   Business.........................................................    3

Item 1A.  Risk Factors.....................................................   10

Item 1B.  Unresolved Staff Comments........................................   14

Item 2.   Properties.......................................................   14

Item 3.   Legal Proceedings................................................   14

Item 4.   Submission of Matters to a Vote of Security Holders..............   14

                                     PART II

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities................   15

Item 6.   Selected Financial Data..........................................

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations........................................   15

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.......

Item 8.   Financial Statements and Supplementary Data......................   23

Item 9.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure.........................................   23

Item 9A.  Controls and Procedures..........................................   23

Item 9A(T) Controls and Procedures.........................................   24

Item 9B   Other Information................................................   24

                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance...........   25

Item 11.  Executive Compensation...........................................   26

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters..................................   29

Item 13.  Certain Relationships and Related Transactions, and Director
          Independence.....................................................   30

Item 14.  Principal Accounting Fees and Services...........................   30

Item 15.  Exhibits, Financial Statement Schedules..........................   31

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


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FORWARD LOOKING STATEMENTS.

Information in this Form 10-K 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-K,
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 and
the risks set forth above under "Factors That May Affect Operating Results."
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.

                                    PART I.

Item 1. Business.

The description of the Company's current business and the risk factors section
of this Report on Form 10-K reflect the Company's current position as a shell
corporation and the risks and concerns arising from that status. The Company has
not materially altered this presentation because as of the time of filing this
Report these concerns and conditions are still relevant to the proper
presentation of the Company, its business and its prospects.

Note concerning description of the Company's former business: The description of
the Company's business set forth below under the heading "Business of the
Company-Overview" is for historical purposes only.  On April
2, 2008 the Company ceased to be engaged in any active business, either
directly, or through its wholly-owned subsidiary, Vocalenvision, Inc.
("Vocalenvision"). 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"). The closing of the asset sale occurred on April 2,
2008, and the Company deposited the sale proceeds and other assets in a partial
liquidating trust created in connection with the sale. See the Company's Report
on Form 8-K filed with the SEC on April 4, 2008 and the exhibits thereto.

Upon the closing of the asset sale, the Company ceased to be engaged in any
active business. Instead, the Company has pursued other potential business
activities. There can be no assurance that the Company will be successful in
this effort. Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the "Securities Act"), the Company became and remains 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.

The Company's sale of Vocalenvision: On May 31, 2006 the Company, originally an
Oklahoma corporation named Texxon, Inc., acquired a California corporation then
named TelePlus, Inc. as a subsidiary. Subsequently the Company redomiciled in
Nevada and changed its name to Continan Communications, Inc. and the subsidiary
changed its name to "Vocalenvision, Inc." The original assumption of the
officers, directors, and shareholders of the then TelePlus, Inc. was that
becoming the wholly-owned operating subsidiary of a publicly-traded holding
company would facilitate the raising of capital for TelePlus' working capital
and expansion. In the event however, although the public company status assisted
in the raising of some capital, the capital raised was inadequate to provide
working capital to fund the business and its expansion and to defray the
expenses of being a public company. Vocalenvision never had any material
revenues, and the Company had to support all of the operations of the subsidiary
but, since the Company had no available cash or assets, that no longer was a
viable operating plan, while rescission of the original 2006 acquisition was no
longer possible. After prior efforts at restructuring (see Form 8-K filed
November 21, 2007) which were not successful (see Form 8-K filed January 25,
2008), the Board of Directors concluded that the best alternative for the
maximum protection of the creditors and shareholders was generally to follow the
outline of the rescinded restructuring agreement, but without reliance on
outside participation, and to sell 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%). The two primary original shareholders of
TelePlus/Vocalenvision, Claude Buchert and Helene Legendre, formed a Nevada
corporation, Tourizoom, Inc., to purchase the business and assets.


                                        3


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Asset Purchase Agreement

On April 2, 2008 the Board of Directors approved the Asset Purchase Agreement
and authorized and directed the closing of the proposed transaction. Under the
Asset Purchase Agreement, Vocalenvision sold its business and assets to
Tourizoom, Inc. The assets sold included, inter alia, furniture, equipment,
software, servers, R&D, patents, trademarks, and the stock of the French
subsidiary of Vocalenvision. As consideration for the business and assets,
Tourizoom agreed to pay Vocalenvision(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,
would 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 were, 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. On November 8, 2008 the Company sold all
of the stock of Vocalenvision to Blacklight BVBA. The trustee of the Partial
Liquidating Trust was MBDL LLC, a Florida limited liability company with
principal offices located at Boca Raton, FL 33433 until it resigned on _November
18, 2008.

Business of the Company.

NOTE: The description of the Company's business set forth immediately below
became effective on April 2, 2008, when the Company completed the sale of its
wholly-owned subsidiary, Vocalenvision. A description of the Company' business
through the date of sale is provided below under the heading "Overview" for
historical purposes only. The description does not apply after April 2, 2008
when the sale of assets transaction closed.

Company business after the closing. During the 12 months since the Closing, the
Company has not had any full-time employees, and does not own any real estate
and owns virtually no personal property. The Company will pursue a business
combination, but has made limited efforts to identify a possible business
combination. 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;

      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.


                                        4


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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.

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.

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.

                                        5


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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 Company of the related costs incurred.

We presently have no employees apart from our management. Our sole officer and
director is engaged in outside business activities and has been able to devote
very limited time to our business, a situation that may continue until the
acquisition of a 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 Description of Company's Former Business", the Company is not
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.

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.


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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 April 2, 2008 the
Company was no longer engaged in any active business, either directly, or
through its wholly-owned subsidiary, Vocalenvision, as a result of the sale of
assets transaction described above in Item 1 under "Note concerning description
of Company's former business." Therefore, although there are numerous references
to the Company's business, the description below of the personal mobile phone
business has not applied to the Company since April 2, 2008.

Overview.

The Company, through its subsidiary Vocalenvision, is 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 has built platform, server and call centers to provide a wide array of
services to mobile phone users. The Company has strategic relationships with
several service networks in the United States and Europe.

Until April 2, 2008, the Company was the parent company of Vocalenvision, a
pioneer in the field of wireless communications. The Company's main role is that
of a research and development incubator that endeavors 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.

Through its Vocalenvision subsidiary, the Company offers proprietary products
and services that help customers communicate effectively while travelling
abroad. The Company's wireless service has market potential, boasting amongst
its features a "teleconcierge," who is a live operator trained to provide a
variety of business-related and travel-related services directly to a customer's
mobile phone.

Vocalenvision has to date 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. It is
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 has 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.

The Company is focused on the continued development and implementation of a
proprietary layered communications architecture that operates in unison with
conventional wireless networks in order to deliver "native-language" services to
its end customers.

The Company operates 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 supplies enhanced services and
on-demand information to its customers via wireless.

Vocalenvision, Inc. is 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. Vocalenvision, Inc. has not purchased "Key-Man" insurance
policies on any of them.

                                        7


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To date, Vocalenvision, Inc. has not yet had substantial sales. It expects
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 view 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 is
making the Vocalenvision services available to all of its wireless users, those
sales have not yet begun. It is anticipated that the services will provide
income to the Company but not sufficient to cover all operational expenses
during the following 12 months.

The Company should 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
will also be able to continue to grow revenues significantly by offering the
travelers a wide array of services and content in their native languages.

An additional application of the Vocalenvision service offering includes a
complete "Travel Kit" product, which includes a wireless telephone and SIM card.
The Travel Kit will be marketed to travelers prior to trip departure and will
work in selected international countries. In this model, the Company is required
to supply customers with temporary mobile telephones as well as proprietary SIM
cards. Vocalenvision must purchase mobile phones and SIM cards in advance and
will require payment from customer prior to shipment. Thus, Vocalenvision's
development of the Travel Kit product is dependent on the number of telephones
and SIM cards which it can freely distribute and that, in turn, is dependent
upon Vocalenvision's available capital for the purchase of the hardware and
cards.

However, a third application of Vocalenvison's existing technology envisions 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 will be dependent upon travel agents, brokers,
retail stores and web-based e-commerce.

Because of the Company's proprietary platform technology, unique service
offering, development saving cost benefits, innovative content and sales
management experience, the Company believes its current business focus towards
this highly specific travel related niche allows it to position itself as a
sustainable business that will result in the Company realizing positive cash
flow by the fourth quarter of 2008.

The Company has historically experienced operating losses and negative cash
flow. The Company expects that these operating losses and negative cash flows
may continue through additional periods. Until recently, the Company has had a
limited record of revenue-producing operations but with the modified and highly
realistic product deployment strategy, the Company now believes it has a
predictable, scalable revenue and business model that will be able to achieve
its business plans.

Business development history.

XXX Acquisition Corp. (until March 11, 2009 Continan Communications, Inc. and
from March 11, 2009 to April 8, 2009 Consorteum Holdings, Inc. and hereinafter
"Company") was originally incorporated on October 6, 1998, under the laws of the
State of Oklahoma as Texxon, Inc.("Texxon"). The Company was organized to obtain
and exploit a license agreement covering a platinum extraction process invented
by Russell Twiford. The process was one to extract platinum from mineralized
water using a series of electro-chemical steps. The license was obtained from
Mr. Twiford on February 22, 2001. Thereafter, however, the Company experienced
difficulty attracting the capital necessary to exploit the license. While
retaining the license, on October 16, 2003 the Company sold the majority of its
manufacturing equipment to a company owned by Mr. Twiford. The Company ceased
all process enhancements and focused its efforts on raising capital. The
Company's business plan at that point was to obtain the necessary funding to
outsource the process enhancement to an independent laboratory that would
finalize the process.


                                        8


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By the last quarter of 2004, it became clear that the Company was unlikely to
obtain the necessary funding for the platinum extraction process enhancement. As
a result, during the first quarter of 2005, management began discussing
alternative business strategies. In that quarter, the Company retained legal
counsel to supervise merger and acquisition exploratory discussions and any
resulting negotiations or proceedings to complete acquisitions. Management then
focused on the telephony industry. During April 2005 a Letter of Intent was
entered into with V3 Global, Inc., a company offering telephone services in
India.

As of April 27, 2005, the license obtained from Mr. Twiford was returned to him,
in exchange for a release from the payment of the $500,000 license fee and any
royalties (none of which had yet been earned) together with a release of all
claims by Mr. Twiford. On or about May 5, 2005, the Letter of Intent with V3
Global was replaced by an Acquisition and Share Exchange Agreement; and on May
22, 2005 the Company's then officers and directors resigned. Concurrent with
their resignations, new directors were elected, including Sameer Mohan, the
President of V3 Global, new officers were appointed, and the offices of the
Company were moved to Houston, Texas at which time the office equipment (which
constituted substantially all of the long-lived assets of the Company) was
abandoned and was written off.

Further implementing the new business plan with its focus on the telephony
industry, the Company's new management continued its search for additional
operating companies in the industry that could be acquired. As a result of those
continuing efforts, on or about June 15, 2005 the Company entered into a Letter
of Intent with TelePlus, Inc., a company offering "1 touch" cellular service,
including a unique translation service for subscribers engaged in international
telephone calls.

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 (see Exhibits 4.3 and 4.4). 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.

On October 11, 2006, the name of the subsidiary company was changed from
TelePlus, Inc. to Vocalenvision, Inc. by the filing of an amendment to the
articles of incorporation with the California Secretary of State.

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 (after a
1 for 4 reverse split of the preferred stock).


                                        9


<PAGE>

Item 1A. Risk Factors.

Risks Related to the Company.

OUR HISTORY OF LOSSES WILL CONTINUE, REQUIRING ADDITIONAL SOURCES OF CAPITAL,
WHICH MAY RESULT IN CESSATION OF OPERATIONS AND DILUTION TO EXISTING
STOCKHOLDERS.

      The Company incurred net profit (losses) of $363,865 for the year ended
December 31, 2008, ($1,396,665) for the year ended December 31, 2007, and
($7,686,282) for the period of inception (September 16, 2002) to December 31,
2008. Furthermore, in April 2008 the Company sold its operating subsidiary so
that there is no longer any current source of potential revenues from operations
as the Company does not have any operating business. In addition, the Company
will continue to incur operating expenses for SEC reporting, auditing and
similar functions, as well as normal operating expenses associated with any
ongoing business, such as rent, annual taxes, filing fees, and the like.
Accordingly, in the absence of revenues, the Company will continue to incur
losses. The Company will require additional funds to engage in the activity of
investigating the possibility of a merger or similar transaction with an
operating business. There can be no assurance that financing will be available
in amounts or on terms acceptable to the Company, if at all. The inability to
obtain sufficient funds from external sources would require the Company to
curtail or cease operations. Any additional equity financing may involve
substantial dilution to then existing stockholders.

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL
DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY
HINDER THE ABILITY TO OBTAIN FUTURE FINANCING.

      In its report dated April 13, 2009, the Company's independent registered
public accounting firm stated that the financial statements for the years ended
December 31, 2008 and 2007, and for the period of inception (September 16, 2002)
to December 31, 2008, were prepared assuming that the Company would continue as
a going concern. The Company's ability to continue as a going concern is an
issue raised as a result of cash flow constraint, an accumulated deficit of
$7,686,282 at December 31, 2008 and recurring losses from operations. The
Company continues to experience net losses. The Company's ability to continue as
a going concern is subject to the ability to generate a profit from new
activities and/or obtain necessary funding from outside sources, including
obtaining additional funding from the sale of the Company's securities or
obtaining loans from various financial institutions/individuals where possible.
The continued operating losses and stockholders' deficit increases the
difficulty in meeting such goals and there can be no assurances that such
methods will prove successful.

WE HAVE LIMITED RESOURCES, AND WE WILL NEED ADDITIONAL CAPITAL IN ORDER TO
IMPLEMENT OUR BUSINESS PLAN. THERE CAN BE NO ASSURANCE THAT WE WILL SUCCEED IN
RAISING THE FUNDS WE NEED.

      We have no source of current revenues and only minimal assets. There is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had only minimal revenues and earnings
from operations since inception, and those operations have been discontinued as
a result of the sale of assets transaction. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of another
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.

Risks related to the business

OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.

      We are a development stage company and, with the exception of certain
payments we may receive over time under the sale of assets transaction, we may
not realize any revenues unless and until we successfully merge with or acquire
an operating business.


                                        10


<PAGE>

THERE IS COMPETITION FOR PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY OUR MANAGEMENT.

      The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF OUR MANAGEMENT TO LOCATE
AND ATTRACT A SUITABLE ACQUISITION.

      The success of our plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, we cannot assure you that we
will be successful in locating candidates meeting that criterion. In the event
we complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond our control.

OUR MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A
TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.

      While seeking a business combination, management anticipates devoting only
modest amounts of time per week to the Company's affairs in total. Our sole
officer has not entered into a written employment agreement with us and is not
expected to do so in the foreseeable future. This limited commitment may
adversely impact our ability to identify and consummate a successful business
combination.

THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.

      Target companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.

      If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.


                                        11


<PAGE>

THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.

      Our Certificate of Incorporation authorizes the issuance of a maximum of
100,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares of
preferred stock without stockholder approval. To the extent that additional
shares of common stock or preferred stock are issued in connection with a
business combination or otherwise, dilution to the interests of our stockholders
will occur and the rights of the present holders of our common stock might be
materially and adversely affected.

OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF PREFERRED STOCK.

      Our Certificate of Incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the
common stock. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the Company. Although we have no present intention to
issue any shares of our authorized preferred stock, there can be no assurance
that the Company will not do so in the future.

Risks relating to our common stock

THE COMPANY'S COMMON STOCK PRICE MAY BE VOLATILE.

      The trading price of the Company's common stock may fluctuate
substantially depending on many factors, some of which are beyond the Company's
control and may not be directly related to its operating performance. These
factors include the following:

      o     price and volume fluctuations in the overall stock market from time
            to time;

      o     significant volatility in the market price and trading volume of
            securities of companies in the same business as the Company;

      o     changes in regulatory policies with respect to the business of the
            Company;

      o     actual or anticipated changes in earnings or fluctuations in
            operating results;

      o     general economic conditions and trends;

      o     loss of a major funding source; or

      o     departures of key personnel.

      Due to the continued potential volatility of the Company's common stock
price, the Company may be the target of securities litigation in the future.
Securities litigation could result in substantial costs and divert management's
attention and resources from its business.

ABSENCE OF CASH DIVIDENDS MAY AFFECT INVESTMENT VALUE OF THE COMPANY'S STOCK.

      The board of directors does not anticipate paying cash dividends on the
common stock for the foreseeable future. Furthermore, the Company does not have
any revenue source from which such dividends could be paid. Payment of
dividends, if any, will depend, among other factors, on earnings, capital
requirements and the general operating and financial conditions of the Company,
as well as legal limitations on the payment of dividends out of paid-in capital.


                                        12


<PAGE>

NO ASSURANCE OF PUBLIC TRADING MARKET AND RISK OF LOW PRICED SECURITIES MAY
AFFECT MARKET VALUE OF THE COMPANY'S STOCK.

      The SEC has adopted a number of rules to regulate "penny stocks." Such
rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Because the securities of the
Company currently constitute "penny stocks" within the meaning of the rules (as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, largely traded in the Over the
Counter Bulletin Board or the Pink Sheets), the rules would apply to the Company
and to its securities.

      The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities. Unless the transaction is exempt,
it shall be unlawful for a broker or dealer to sell a penny stock to, or to
effect the purchase of a penny stock by, any person unless prior to the
transaction: (i) the broker or dealer has approved the person's account for
transactions in penny stock pursuant to this rule and (ii) the broker or dealer
has received from the person a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's financial
situation, investment experience, and investment objectives; (b) reasonably
determine that transactions in penny stock are suitable for that person, and
that the person has sufficient knowledge and experience in financial matters
that the person reasonably may be expected to be capable of evaluating the risks
of transactions in penny stock; (c) deliver to the person a written statement
setting forth the basis on which the broker or dealer made the determination (i)
stating in a highlighted format that it is unlawful for the broker or dealer to
affect a transaction in penny stock unless the broker or dealer has received,
prior to the transaction, a written agreement to the transaction from the
person; and (ii) stating in a highlighted format immediately preceding the
customer signature line that (iii) the broker or dealer is required to provide
the person with the written statement; and (iv) the person should not sign and
return the written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience, and investment
objectives; and (d) receive from the person a manually signed and dated copy of
the written statement. It is also required that disclosure be made as to the
risks of investing in penny stock and the commissions payable to the
broker-dealer, as well as current price quotations and the remedies and rights
available in cases of fraud in penny stock transactions. Statements, on a
monthly basis, must be sent to the investor listing recent prices for the penny
stock and information on the limited market.

      There has been only a limited public market for the common stock of the
Company. The Company's common stock is currently traded on the Over the Counter
Bulletin Board. As a result, an investor may find it difficult to dispose the
Company's securities. The regulations governing penny stocks, as set forth
above, sometimes limit the ability of broker-dealers to sell the Company's
common stock and thus, ultimately, the ability of the investors to sell their
securities in the secondary market.

      Potential stockholders of the Company should also be aware that, according
to SEC Release No. 34-29093, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include (i) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differential and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses.

FAILURE TO REMAIN CURRENT IN REPORTING REQUIREMENTS COULD RESULT IN DELISTING
FROM THE OVER THE COUNTER BULLETIN BOARD.

      Companies trading on the Over the Counter Bulletin Board ("OTCBB"), such
as the Company, must be reporting issuers under Section 12 of the Exchange Act,
and must be current in their reports under Section 13, in order to maintain
price quotation privileges on the OTCBB. If the Company fails to remain current
in its reporting requirements, the Company could be delisted from the Bulletin
Board.


                                        13


<PAGE>

      In addition, the Financial Industry Regulatory Authority ("FINRA") which
operates the OTCBB, has adopted a change to its Eligibility Rule, in a filing
with the SEC. The change makes those OTCBB issuers that are cited for filing
delinquency in their Form 10-K/Form 10-Q three times in a 24-month period and
those OTCBB issuers removed for failure to file such reports two times in a
24-month period ineligible for quotation on the OTCBB for a period of one year.
Under this proposed rule, a company filing with the extension time set forth in
a Notice of Late Filing (Form 12b-25) is not considered late. This rule does not
apply to a company's Current Reports on Form 8-K.

FAILURE TO MAINTAIN MARKET MAKERS MAY AFFECT VALUE OF COMPANY'S STOCK.

      If the Company is unable to maintain a FINRA member broker/dealers as
market makers, the liquidity of the common stock could be impaired, not only in
the number of shares of common stock which could be bought and sold, but also
through possible delays in the timing of transactions, and lower prices for the
common stock than might otherwise prevail. Furthermore, the lack of market
makers could result in persons being unable to buy or sell shares of the common
stock on any secondary market. There can be no assurance the Company will be
able to maintain such market makers.

SHARES ELIGIBLE FOR FUTURE SALE MAY AFFECT MARKET PRICE.

      Approximately 801,120 out of 1,000,000 shares are available for sale in
the open market without separate registration in reliance upon Rule 144 under
the Securities Act of 1933. In general, under Rule 144 a person (or persons
whose shares are aggregated) who has beneficially owned shares acquired in a
non-public transaction for at least six months, including persons who may be
deemed affiliates of the Company (as that term is defined under that rule) would
be entitled to sell within any three-month period a number of shares that does
not exceed 1% of the then outstanding shares of common stock, provided that
certain current public information is then available. If a substantial number of
the shares owned by these stockholders were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock at that time could be
adversely affected.

Item 1B. Unresolved  Staff Comments.

      None, except that pursuant to a staff letter the Company received on
September 8, 2008 the Company was required to file amendments to its reports on
Form 10-K for the year ended December 31, 2007 and to its reports on Form 10-Q
for the quarters ended March 31, June 30 and September 30, 2008. The Company has
filed the amendment to the Form 10-K for the year ended December 31, 2007 and
will file shortly the amendments to the Form 10-Qs for the periods indicated.

Item 2.  Properties.

      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.

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

      Depreciation expense amounted to $4,452 for the year ended December 31,
2008 and $15,965 for the year ended  December 31, 2007. At December 31, 2008 the
Company did not have any intangible assets. Amortization expense amounted to
$10,561 for the year ended December 31, 2008 and  $47,659 for the year ended
December 31, 2007.

Item 3. Legal Proceedings.

      The Company is not a party to any material pending legal proceedings and,
to the best of its knowledge, no such action by or against the Company has been
threatened.

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

      None.


                                        14


<PAGE>

                                    PART II.

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.

MARKET INFORMATION.

      The Company's shares of common stock are traded on the Over the Counter
Bulletin Board under the symbol "CNTN.OB" From November 4, 2004 (when trading
commenced on  the Bulletin Board) through November 30, 2006, the stock traded
under the symbol "TXXN." The range of closing bid prices shown below is as
reported by the Over the Counter Bulletin Board. The quotations shown reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
necessarily represent actual transactions. These prices reflect the 1 for 20
reverse split of the Company's common stock on December 1, 2006.


Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2007
                                                        HIGH          LOW

Quarter Ended December 31, 2007                        $ 0.037      $ 0.005
Quarter Ended September 30, 2007                       $ 0.141      $ 0.026
Quarter Ended June 30, 2007                            $ 0.75       $ 0.135
Quarter Ended March 31, 2007                           $ 2.29       $ 0.75

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2008
                                                         HIGH          LOW

Quarter Ended December 31, 2008                        $.0002      $.0002
Quarter Ended September 30, 2008                       $.004       $.001
Quarter Ended June 30, 2008                            $.008       $.002
Quarter Ended March 31, 2008                           $.015       $.0015

Holders of common equity

      As of March 6, 2009, the Company had approximately 62 record holders of
its common stock. The number of record holders was determined from the records
of the transfer agent and does not include beneficial owners of common stock
whose shares are held in the names of various security brokers, dealers and
registered clearing agencies.

Dividend information

      The Company has not declared or paid a cash dividend to stockholders since
it was organized. The board of directors presently intends to retain any
earnings to finance operations and does not expect to authorize cash dividends
in the foreseeable future. Any payment of cash dividends in the future will
depend upon earnings, capital requirements and other factors.

Equity securities sold without registration

      Sales of unregistered (restricted) securities during the fiscal year ended
December 31, 2008 that have not been previously reported either in a Form 10-Q
or in a Form 8-K:

      None.

Company purchases of equity securities

      There were no purchases of the Company's common stock by the Company or
its affiliates during the year ended December 31, 2008.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

      The following discussion and analysis of financial condition and results
of operations of the Company is based upon, and should be read in conjunction
with, its audited consolidated financial statements and related notes included
elsewhere in this Form 10-K.


                                        15


<PAGE>

Overview

      Until April 2, 2008 the Company was a telephony services company located
in Marina del Rey, California. As one of the first emerging truly international
MVNO's (mobile virtual network operators), the Company, through its wholly-owned
subsidiary, Vocalenvision, built a platform that can be used to provide a wide
array of services to mobile/WiFi phone and VOIP users worldwide. Vocalenvision
is a pioneer in the field of wireless communications. The Company's main role
was that of a research and development incubator that endeavors to create new
opportunities for its subsidiaries for the continually evolving convergence of
international GSM wireless, WiFi and VoIP networks that create the vehicles that
consistently deliver its innovative "native-language" contents and services to
the end-user customer.

      Effective April 2, 2008 the Company sold substantially all of the assets
of Vocalenvision to Tourizoom, Inc. The terms and conditions of the sale are
described above in Item 1 "Note concerning recent developments." Upon the
closing of the asset sale, the Company was  no longer  engaged in any active
business including the business conducted through its former subsidiary
Vocalenvision. 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.

      Accordingly, the discussion below is divided into two parts: the first
presents a plan of operation for the Company in light of its status after the
closing of the sale of assets transaction. The second is a historical comparison
of the operations of the Company in 2008 as compared with 2007. With regard to
the latter, it must be understood that the Company is  no longer  engaged in
this business, and that the information is presented for disclosure compliance
purposes only.

Future plan of operation

      As a result of the sale of assets transaction, pursuant to which the
Company sold all the assets of its operating subsidiary, the Company has become
a reporting shell corporation within the meaning of Rule 12b-2 under the
Securities Act. The Company will investigate and, if such investigation
warrants, acquire 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 Company does not currently engage in any business activities that
provide cash flow. 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 or loaned to the
Company by our stockholders, or another source.

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

      (i)   filing of Exchange Act reports,

      (ii)  costs relating to investigating and consummating an acquisition;

      (iii) costs relating to normal business office operations, such as rent,
            regulatory and filing fees, utilities and the like.

      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 or other investors; however
there can be no assurance that these funds will be forthcoming at the times or
in the amounts required. Furthermore, during the relevant investigatory period,
we will incur expenses without offsetting revenue sources.


                                        16


<PAGE>

      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.

      Our sole officer and our sole director has not had any preliminary contact
or discussions with any representative of any other entity regarding a business
combination with us, except for one potential transaction earlier in 2009 which
was terminated at the letter of intent stage. 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, 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 will 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.

Past plan of operation

      Effective April 2, 2008 the Company sold substantially all of the assets
of Vocalenvision to Tourizoom, Inc. The terms and conditions of the sale are
described above in Item 1 "Note concerning description of the Company's former
business" as a result, the Company is no longer engaged in any active business
including the business conducted through its former subsidiary Vocalenvision.

      Accordingly, the discussion below describes the Company's business as in
effect until April 2, 2008. As the Company is no longer engaged in this
business, the information presented, including the comparison between 2008 and
2007 is for disclosure compliance purposes only, and does not represent any
future business operation of the Company.

      The Company, through its subsidiary Vocalenvision, is 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 has built platform, server and call centers to provide a
wide array of services to mobile phone users. The Company has strategic
relationships with several service networks in the United States and Europe.


                                        17


<PAGE>

      Until April 2, 2008, the Company was the parent company of Vocalenvision,
a pioneer in the field of wireless communications. The Company's main role is
that of a research and development incubator that endeavors 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.

      Through its Vocalenvision subsidiary, the Company offers proprietary
products and services that help customers communicate effectively while
travelling abroad. The Company's wireless service has market potential, boasting
amongst its features a "teleconcierge," who is a live operator trained to
provide a variety of business-related and travel-related services directly to a
customer's mobile phone.

      Vocalenvision has to date 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.
It is 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 has 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.

      The Company is focused on the continued development and implementation of
a proprietary layered communications architecture that operates in unison with
conventional wireless networks in order to deliver "native-language" services to
its end customers.

      The Company operates 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 supplies enhanced
services and on-demand information to its customers via wireless.

      Vocalenvision, Inc. is 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. Vocalenvision, Inc. has not purchased "Key-Man" insurance
policies on any of them.

      To date, Vocalenvision, Inc. has not yet had substantial sales. It expects
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 view 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 is making the Vocalenvision services available to all of its wireless
users, those sales have not yet begun. It is anticipated that the services will
provide income to the Company but not sufficient to cover all operational
expenses during the following 12 months.

      The Company should 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 will also be able to continue to grow revenues significantly by
offering the travelers a wide array of services and content in their native
languages.

      An additional application of the Vocalenvision service offering includes a
complete "Travel Kit" product, which includes a wireless telephone and SIM card.
The Travel Kit will be marketed to travelers prior to trip departure and will
work in selected international countries. In this model, the Company is required
to supply customers with temporary mobile telephones as well as proprietary SIM
cards. Vocalenvision must purchase mobile phones and SIM cards in advance and
will require payment from customer prior to shipment. Thus, Vocalenvision's
development of the Travel Kit product is dependent on the number of telephones
and SIM cards which it can freely distribute and that, in turn, is dependent
upon Vocalenvision's available capital for the purchase of the hardware and
cards.


                                        18


<PAGE>

      However, a third application of Vocalenvison's existing technology
envisions 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 will be dependent upon travel agents,
brokers, retail stores and web-based e-commerce.

      Because of the Company's proprietary platform technology, unique service
offering, development saving cost benefits, innovative content and sales
management experience, the Company believes its current business focus towards
this highly specific travel related niche allows it to position itself as a
sustainable business that will result in the Company realizing positive cash
flow by the fourth quarter of 2008.

      The Company has historically experienced operating losses and negative
cash flow. The Company expects that these operating losses and negative cash
flows may continue through additional periods. Until recently, the Company has
had a limited record of revenue-producing operations but with the modified and
highly realistic product deployment strategy, the Company now believes it has a
predictable, scalable revenue and business model that will be able to achieve
its business plans.

Results of Operations - Year Ended December 31, 2008 Compared To Year Ended
December 31, 2007.

      The acquisition of TelePlus was considered to be a capital transaction in
substance, rather than a business combination. Inasmuch, the transaction is
equivalent to the issuance of stock by a development stage company (TelePlus)
for the net monetary assets of a public company (Texxon), accompanied by a
recapitalization. The accounting for the transaction is identical to that
resulting from a reverse acquisition, except goodwill and other intangible
assets were not recorded. Accordingly, these consolidated financial statements
are the historical financial statements of TelePlus.

      TelePlus was incorporated in the State of California on September 2, 2002.

(a) Revenues.

      Revenues were $-0- for the year ended December 31, 2008 compared to
$24,369 for the ended December 31, 2007, a decrease of $24,369 or approximately
100%. The revenue decrease in 2008 was caused by the Company's sale of the
business of its operating subsidiary on April 2, 2008, after which the Company
was no longer engaged in any ongoing business activity.

(b) General and Administrative Expenses.

      General and administrative expenses were $260,845 for the year ended
December 31, 2008 compared to $997,912 for the year ended December 31, 2007, a
decrease of $737,067 or approximately 73%. The decrease in expenses was
primarily due to the Company's sale of the business of its operating subsidiary
on April 2, 2008, after which the Company was no longer engaged in any ongoing
business activity.

(c) Other income (expenses).

      The Company realized total other expense of $102,327 for the year ended
December 31, 2008 compared to total other expense of $256,780 for the year ended
December 31, 2007, a decrease of $154,453. The primary components of other
expense for the year ended December 31, 2008 was interest expense.

(d) Net operating loss carry-forward.

      The Company has no federal and state tax net operating loss carry forwards
available for future periods due to the sale of its operating subsidiary.

(e) Net gain (loss).

      The net profit was $363,865 for the year ended December 31, 2008 compared
to a loss of $1,395,865 for the year ended December 31, 2007. This net profit
was the result of the Company's gain from its discontinued operations as a
result of the sale of the assets of its operating subsidiary on April 2, 2008,
after which the Company was no longer engaged in any ongoing business activity.
On November 8, 2008 the Company sold the stock of its operating subsidiary,
Vocalenvision, to Blacklight BVBA.



                                        19


<PAGE>

FACTORS THAT MAY AFFECT OPERATING RESULTS.

      The Company's operating results can vary significantly, depending upon a
number of factors, many of which are outside the Company's control. General
factors that may affect the Company's operating results include:

      o     market acceptance of and change in demand for products and services;

      o     change in the distributor channel;

      o     a small number of customers account for, and may in future periods
            account for, substantial portions of the Company's revenue, and
            revenue could decline because of delays of customer orders or the
            failure to retain customers;

      o     gain or loss of clients or strategic relationships;

      o     announcement or introduction of new services and products by the
            Company or by its competitors;

      o     the ability to build brand recognition;

      o     timing of sales to customers;

      o     price competition;

      o     the ability to upgrade and develop systems and infrastructure to
            accommodate growth;

      o     the ability to introduce and market products and services in
            accordance with market demand;

      o     changes in governmental regulation;

      o     reduction in or delay of capital spending by clients due to the
            effects of terrorism, war and political instability;

      o     valuation of derivative liabilities; and

      o     general economic conditions.

      The Company believes that its planned growth and profitability will depend
in large part on the ability to promote its services and gain clients.
Accordingly, the Company intends to invest in marketing, strategic partnerships
and development of its client base. If the Company is not successful in
promoting its services and expanding its client base, this may have a material
adverse effect on its financial condition and the ability to continue to operate
its business.

OPERATING ACTIVITIES.

      Net cash used in operating activities was $83,824 and $416,036 for the
years ended December 31, 2008 and 2007, respectively, a decrease of $332,212 or
approximately 80%.

INVESTING ACTIVITIES.

      Net cash used in investing activities was $-0- for the year ended December
31, 2008 and $20,180 for the year ended December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES.

      As of December 31, 2008, the Company had total current assets of $81,357
and total current liabilities of $1,361,774, resulting in a working capital
deficit of $1,280,417 At December 31, 2008, the Company's assets consisted of
other receivables of $81,357. As a development stage company that began
operations in 2002, the Company has incurred $7,686,282 in cumulative total
losses from inception through December 31, 2008.

      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 this Form 10-K include explanatory
paragraphs regarding the Company's ability to continue as a going concern.


                                        20


<PAGE>

      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 generate sufficient cash
flows from operations to meet its obligations on a timely basis, to obtain
additional financing and to ultimately attain profitability.

      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 business plan, will
depend upon its ability to raise additional funds through bank borrowings and
equity or debt financing during the year ending December 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 or respond to competitive
pressures or may be required to reduce the scope of the Company's planned
product/service development and marketing efforts, any of which could have a
negative impact on business and operating results. In addition, insufficient
funding may have a material adverse effect on the Company's financial condition,
which could require the Company to:

      o     curtail operations significantly;

      o     sell significant assets;

      o     seek arrangements with strategic partners or other parties that may
            require the Company to relinquish significant rights to products,
            technologies or markets; or

      o     explore other strategic alternatives including a merger or sale of
            the Company.

      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.

      The Company was obligated under a capital lease for computer equipment;
however, the Company no longer has this liability because it was assumed by the
buyer of the Company's operating assets and certain liabilities in April 2008.

(b) OPERATING LEASES.

      The Company currently maintains its principal executive office rent free
at 11 East 44th Street-19th Floor, New York, New York 10017. Until March 31,
2008 the Company leased space on a month to month basis in Marina Del Rey,
California at a monthly rent of $3,245. The total rent payments for this
property by the Company during 2008 was approximately $10,502.

(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 and
lease agreements. The duration of these indemnities and guarantees varies, and
in certain cases, is indefinite.


                                        21


<PAGE>

OFF BALANCE SHEET ARRANGEMENTS.

      Other than operating leases (of which there are none at present), 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.

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, 2008, the Company did not issue
warrants and options. During the period up until the recapitalization performed
on December 1, 2006, 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.


                                        22


<PAGE>

      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.


Item 8. Financial Statements and Supplementary Data.

                             XXX ACQUISITION CORP.
                    (formerly Continan Communications, Inc.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2008 AND 2007

                                    CONTENTS


Report of Independent Registered Accounting Firm...........................  F-1

Balance Sheets.............................................................  F-2

Statements of Operations...................................................  F-3

Statement of Changes in Stockholders' Equity...............................  F-4

Statements of Cash Flows...................................................  F-5

Notes to Financial Statements..............................................  F-7


                                       23
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders of
XXX Acquisition Corp.
New York, New York

We have audited the accompanying balance sheets of XXX Acquisition Corp.
formerly known as Continan Communications, Inc. (a development stage company)
(the "Company")for the years ended December 31, 2008 and 2007, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2008 and 2007, and for the period from September 16, 2002
(inception) to December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of XXX Acquisition Corp. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years ended December 31, 2008 and for the period from September 16, 2002
(inception) to December 31, 2008 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raises substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Sutton Robinson Freeman & Co., P.C.

Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants

Tulsa, Oklahoma
April 13, 2009


                                                   F-1


<PAGE>
<TABLE>
<S>            <C>
                                        XXX ACQUISITION CORP.
                             (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                                              BALANCE SHEETS
                                DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                                      (A DEVELOPMENT STAGE COMPANY)



                                                  ASSETS
                                                  ------

                                                                                                 2007
                                                                               2008        (Consolidating)
                                                                            -----------      -----------
CURRENT ASSETS:
      Cash                                                                  $        --      $        --
      Accounts receivable                                                            --               --
      Other receivables                                                          81,357               --
      Prepaid Expense                                                                --               --
                                                                            -----------      -----------
             Total current assets                                                81,357               --
                                                                            -----------      -----------

FURNITURE AND EQUIPMENT, net                                                         --           21,922
                                                                            -----------      -----------

OTHER ASSETS:
      Intangible assets, net                                                         --           55,534
      Developed software, net                                                        --          498,382
      Security deposit                                                               --            3,595
                                                                            -----------      -----------
             Total  other assets                                                     --          557,511
                                                                            -----------      -----------

                  Total assets                                              $    81,357      $   579,433
                                                                            ===========      ===========

          LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Accounts payable                                                      $   213,587      $   366,112
      Accrued liabilities                                                            --          128,262
      Accrued interest on notes payable - related party                              --           47,780
      Accrued interest on notes and advances payable                            195,460          126,058
      Accrued management fees                                                        --          285,732
      Current portion of capital leases                                              --            5,420
      Notes payable - related party                                                  --          284,223
      Notes and advances payable                                                952,727          978,543
      Liability for derivative instruments                                           --               --
                                                                            -----------      -----------
             Total current liabilities                                        1,361,774        2,222,130
                                                                            -----------      -----------

LONG TERM LIABILITIES
      Capital leases, net of current portion                                         --            1,585
                                                                            -----------      -----------

SHAREHOLDERS' DEFICIT
      Preferred stock, par value of $.001; 10,000,000 shares authorized
             0 issued and outstanding
      Common stock; par value of $0.001; 100,000,000 shares authorized
             43,213,522 issued and outstanding                                   43,214           43,214
      Additional paid in capital                                              6,362,651        6,362,651
      Deficit accumulated during the development stage                       (7,686,282)      (8,050,147)
                                                                            -----------      -----------
             Total shareholders' deficit                                     (1,280,417)      (1,644,282)
                                                                            -----------      -----------

                  Total liabilities and shareholders' deficit               $    81,357      $   579,433
                                                                            ===========      ===========


                The accompanying notes are an integral part of theses financial statements


                                                   F-2


<PAGE>

                                            XXX ACQUISITION CORP.
                                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                                             STATEMENTS OF OPERATIONS
                          FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                                     AND FROM INCEPTION TO DECEMBER 31, 2008
                                          (A DEVELOPMENT STAGE COMPANY)


                                                                                                 September 16, 2002
                                                                                      2007         (Inception) to
                                                                   2008          (Consolidated)   December 31, 2008
                                                                ------------      ------------      ------------


REVENUES                                                        $         --      $     24,369      $    154,239
                                                                ------------      ------------      ------------

EXPENSES:
      Direct costs                                                        --            32,724           402,081
      Selling expenses                                                    --            69,195         1,729,326
      Depreciation and amortization                                       --            63,623           203,734
      General and administrative expenses                            189,930           997,912         4,759,365
                                                                ------------      ------------      ------------
           Total expenses                                            189,930         1,163,454         7,094,506
                                                                ------------      ------------      ------------

OTHER INCOME (EXPENSES), net:
      Interest expense                                               (94,052)         (121,962)         (412,742)
      Other expense                                                       --              (411)             (954)
      Loss on derivative instruments                                      --                --          (841,821)
      Other income                                                        --          (134,407)         (134,345)
                                                                ------------      ------------      ------------
           Total other income (expenses), net                        (94,052)         (256,780)       (1,389,862)
                                                                ------------      ------------      ------------


      Loss Before Discontinued Operations                           (283,982)       (1,395,865)       (8,330,129)

      Gain From Discontinued Operations                              647,847                --           647,847
                                                                ------------      ------------      ------------

INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES                                                         363,865        (1,395,865)       (7,682,282)

PROVISION FOR INCOME TAXES                                                --                --             4,000
                                                                ------------      ------------      ------------

NET INCOME (LOSS)                                               $    363,865      $ (1,395,865)     $ (7,686,282)
                                                                ============      ============      ============

Per share data:

Net income (loss) per share - basic and diluted                         0.01             (0.04)            (0.26)
                                                                ============      ============      ============

Weighted average shares of common stock outstanding - basic       43,213,522        33,224,660        30,040,024
                                                                ============      ============      ============


                    The accompanying notes are an integral part of theses financial statements

                                                       F-3


<PAGE>

                                                     XXX ACQUISITION CORP.
                                         (Formerly Known As CONTINAN COMMUNICATIONS INC.)
                                                STATEMENTS OF STOCKHOLDERS' EQUITY
                              FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO DECEMBER 31, 2008
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                                                                          Deficit
                                                                                                        Accumulated        Total
                                       Preferred Stock            Common Stock            Additional     During the    Shareholders'
                                  ------------------------  --------------------------      Paid In      Development      Equity
                                    Shares      Par Value     Shares        Par Value       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
   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
   Conversion of A/P in the amount
     of $12,698 to Common stock                                  22,650             23         12,675                        12,698
   Conversion of Advances  to Preferred
     stock - First Bridge Bank          5,510            6                                    550,951                       550,957
   Conversion of N/P to Common
     stock- Kurt Hiete                                          200,000            200         60,326                        60,526
   Conversion of A/P in the amount
     of $34,865 to common stock                                  35,000             35         34,830                        34,865
   Issue of common stock for
     consulting service                                       2,710,000          2,710      1,623,290
   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   25,667,172    $    25,668    $ 6,154,322    $(6,653,482)   $  (473,486)
   Issuance of common stock for
     consulting services                                         65,000             65         33,085                        33,150
   Issuance of common stock for
     consulting services 80,000                                 804,000            804         80,326                        81,130
   Cancellation of conversion of
     A/P in the amount                                          (22,650)           (23)       (12,675)                      (12,698)
   Conversion of A/P and management
     fees in the amount                                      16,700,000         16,700        658,544                       675,244
   Cancellation of conversion of
     Advances in the amount            (5,510)          (6)                                  (550,951)                     (550,957)
   Net (loss)                                                                                             (1,396,665)    (1,396,665)
                                  -----------  -----------  -----------    -----------    -----------    -----------    -----------
Balance at December 31, 2007               --           --   43,213,522         43,214      6,362,651     (8,050,147)    (1,644,282)
   Net Income                                                                                                363,865        363,865
                                  -----------  -----------  -----------    -----------    -----------    -----------    -----------

Balance at December 31, 2008               --           --   43,213,522    $    43,214    $ 6,362,651    $(7,686,282)   $(1,280,417)
                                  ===========  ===========  ===========    ===========    ===========    ===========    ===========


                            The accompanying notes are an integral part of theses financial statements

                                                               F-4


<PAGE>

                                         XXX ACQUISITION CORP.
                              (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                                          STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                                  AND FROM INCEPTION TO DECEMBER 31, 2008
                                       (A DEVELOPMENT STAGE COMPANY)


                                                                                              Period from
                                                                                            September 16, 2002
                                                                                 2007        (inception) to
                                                                 2008        (Consolidated)  December 31, 2008
                                                             -----------      -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                       $   363,865      $(1,396,665)     $(7,686,282)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
     Depreciation and amortization                                15,013           63,623          218,746
     Gain from discontinued operations                          (728,718)                         (728,718)
     Stock compensation for consulting services and
       options granted to management and employees                                114,280        2,521,178
     Loss on Settlement of debt                                                   134,407          134,407
     Write-off of prepaid expenses                                                                 562,678
     Write-off of notes payable                                                                   (120,267)
     Write-off of accounts payable                                                  3,059            3,059
     (Increase) decrease in assets:
       Accounts receivable                                                                              --
       Other receivables                                                            1,758               --
       Security deposit                                                             4,805           (3,595)
       Prepaid expenses                                                               500               --
     Increase (decrease) in liabilities:
       Accounts payable                                          128,369          204,782          806,739
       Accrued liabilities                                          (300)          83,863          177,150
       Accrued interest on notes payable - related party           6,275           22,119           93,057
       Accrued interest on notes payable                          95,672          106,378          243,123
       Management fees                                            36,000          241,055          479,536
                                                             -----------      -----------      -----------
            Net cash used in operating activities                (83,824)        (416,036)      (3,299,189)
                                                             -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payment for intangible assets                                     0                          (101,369)
     Payment for software development costs                            0          (17,420)        (428,987)
     Purchase of equipment                                             0           (2,760)         (24,123)
                                                             -----------      -----------      -----------
            Net cash used in investing activities                      0          (20,180)        (554,479)
                                                             -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                                                          247,500
     Redemption of stock                                                                                --
     Liability for derivative instruments                                          (2,151)              --
     Payments on note payable-related party                                         4,094           (2,063)
     Borrowings on notes payable - related party                  23,417           90,565        2,427,709
     Borrowings on notes payable                                  61,770          340,000        1,206,313
     Payments on capital lease obligations                        (1,363)          (5,002)         (25,791)
                                                             -----------      -----------      -----------
            Net cash provided by financing activities             83,824          427,506        3,853,668
                                                             -----------      -----------      -----------

(DECREASE) INCREASE IN CASH                                           --           (8,710)              --

CASH, beginning of the period                                         --            8,710               --
                                                             -----------      -----------      -----------
CASH, end of the period                                      $        --      $        --      $        --
                                                             -----------      -----------      -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

     Income taxes paid                                       $        --      $       800      $     4,000
                                                             ===========      ===========      ===========


                 The accompanying notes are an integral part of theses financial statements

                                                    F-5


<PAGE>



                                                      XXX ACQUISITION CORP.
                                           (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                                                      STATEMENTS OF CASH FLOWS
                                    FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                                               AND FROM INCEPTION TO DECEMBER 31, 2008
                                                    (A DEVELOPMENT STAGE COMPANY)



                                                                                                                    Period from
                                                                                                                 September 16, 2002
SUPPLEMENTAL DISCLOSURES OF                                                                        2007            (inception) to
   NON CASH INVESTING AND FINANCING ACTIVITIES                                  2008          (Consolidated)      December 31, 2008
                                                                          ---------------     ---------------     -----------------
   Furniture and equipment acquired through exchange of stock             $            --     $            --     $          30,250
                                                                          ===============     ===============     =================
   Developed software acquired through exchange of stock                  $            --     $            --     $         165,000
                                                                          ===============     ===============     =================
   Conversion of note payable to preferred stock                          $            --     $      (550,957)    $              --
                                                                          ===============     ===============     =================
   Conversion of notes payable and accrued interest into common stock     $            --                         $       2,281,515
                                                                          ===============     ===============     =================
   Conversion of A/P into common stock                                    $            --     $       641,844     $         689,407
                                                                          ===============     ===============     =================
   Cancellation of conversion of A/P                                      $            --     $        12,698     $          12,698
                                                                          ===============     ===============     =================
   Purchase of equipment through capital leases                           $            --     $            --     $          29,843
                                                                          ===============     ===============     =================
   Stock issued for consulting services                                   $            --     $         2,000     $          82,000
                                                                          ===============     ===============     =================
   Issue of common stock upon exercise of warrants                        $            --     $            --     $           5,800
                                                                          ===============     ===============     =================

                               The accompanying notes are an integral part of the financial statements

                                                                F-6
</TABLE>


<PAGE>

                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.


                                        F-7


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.


                                        F-8


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.


                                        F-9


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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 December 31, 2008 the Company did not have any furniture and equipment. At
December 31, 2007 the furniture and equipment consisted of the following:

                                                    2008             2007
                                                  --------         --------
Furniture and fixtures                            $     --         $ 12,272
Computers and equipment                                 --           66,212
                                                  --------         --------
Total                                                   --           78,484
Less accumulated depreciation                           --          (56,562)
                                                  --------         --------
Machinery and equipment net                       $     --         $ 21,922
                                                  ========         ========

Depreciation expense amounted to $4,452 and $15,965 for years ended December
31, 2008 and 2007 respectively.

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.


                                        F-10


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

NOTE 6 - DEVELOPED SOFTWARE

The Company has developed internal use software for the purpose of managing its
wireless network and specific services. The total capitalized cost of this
software was $0 and $593,986 at December 31, 2008 and December 31, 2007,
respectively; Accumulated amortization amounted to $0 and $95,605 as of December
31, 2008 and December 31, 2007, respectively. Amortization expense amounted to
$3,349 for the year ended December 31, 2008 and $28,749 for the year ended
December 31, 2007.

NOTE 7 - INTANGIBLE ASSETS

At December 31, 2008 the Company did not have any intangible assets. Intangible
assets consisted of the following at December 31, 2007:

                                                      2008               2007
                                                    ---------         ---------
Patent application costs                            $      --         $  60,982
Website development costs                                  --            40,908
Network interconnection                                    --             5,300
                                                    ---------         ---------
Total                                                      --           107,190
Less accumulated amortization                              --           (51,656)
                                                    ---------         ---------
Intangible assets, net                              $      --         $  55,534
                                                    =========         =========


NOTE 8 - INCOME TAXES

At December 31, 2007, the Company had federal and state net operating loss
("NOL") carryforwards of approximately $4,873,839. The Company did not have a
net operating loss at December 31, 2008.

NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable.

The Company has received loans from related parties. These related parties
consisted of an employee, a relative of the CEO and shareholders of the Company.
As of December 31, 2007, the Company had loans due to related parties of
$284,223.There were no loans due as of December 31, 2008. Loans due to related
parties consisted of the following:

<TABLE>
<S>            <C>
                                                                                       2008         2007
                                                                                     ----------   ----------

Promissory note issued to Claude Buchert, CEO, on December 30, 2004                   $      --   $   57,428
with interest of 10%.  Principal along with accrued interest are due on
or before December 31, 2005.

Promissory note issued to Edward Shirley, relative of Vice President,
on February 23, 2004 with interest of 10%, with the remaining principal
balance and accrued interest due on December 31, 2004.                                       --       30,000

Promissory notes issued to Humax West, Inc., shareholder, on various
dates between January 26, 2006 and February 16, 2006 with interest of
10%. Principal along with accrued interest are payable on the maturity
date March 30, 2006. The amount due in 2005 contains options for the
Holder to receive shares of the Company stock in lieu of repayment of
principal and was converted in 2006. The 2006 loan is non-convertible.                       --       30,000

Promissory note issued to Stephanie Buchert, relative of CEO, on May 1,
2004 with interest of 10%, with the outstanding principal balance and
accrued interest due on December 31, 2004                                                    --        9,093

Promissory note issued to Helene Legendre, Vice President and
shareholder, on June 30, 2004 with interest of 10%, with the remaining
principal balance and accrued interest due on December 31, 2004.                                     157,702
                                                                                     ----------   ----------
Total notes payable to related parties                                               $       --   $  284,223
                                                                                     ==========   ==========
</TABLE>

Total interest expense for the periods ended December 31, 2008 and December 31,
2007 for related parties amounted to $8,275 and $22,888, respectively.


                                        F-11


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

Management Fees.

The Company had employment agreements with two members of management that
terminated on March 31, 2008. As of December 31, 2008 and December 31, 2007, the
Company had $0 and $280,910, respectively, payable to management in arrears
under these agreements. Expenses related to these agreements are recorded in
general and administrative expense and amounted to $36,000 and $218,500 for the
periods ended December 31, 2008 and December 31, 2007, respectively.

NOTE 10 - LEASES

The Company occupies office space rent free. Until March 31, 2008 the Company
leased its office facility was on a month to month basis at a rate of $3,245 per
month.

Capital leases

Until March 31, 2008 the Company leased certain computers under agreements that
are classified as capital leases. The Company no longer leases any equipment and
there is no cost for such item shown on the balance sheet at December 31, 2008.
Accumulated amortization of the leased equipment at December 31, 2008 was $0.
Amortization of assets under capital leases is included in depreciation expense.

NOTE 11 - NOTES and ADVANCES PAYABLE

<TABLE>
<S>            <C>
                                                                                        2008          2007
                                                                                     ----------   ----------
Promissory note issued to James Bell on May 26, 2004 in the amount of $25,000
with interest of 10%. There are no monthly payments and the principal along with
the accrued interest is due on or before December 31,2005 or the date the
Company received proceeds from the public offering of its shares, whichever is
earlier. The promissory note contains an option for the holder to receive 1% of
the outstanding shares in lieu of repayment of principal.                            $       --   $   25,000

Promissory notes issued to ARABIA Corporation on various dates between September
18, 2003 and May 18, 2004 with interest of 10%. Principal along with accrued
interest is payable on the maturity dates between September 18, 2004 and
December 31, 2004.                                                                           --       55,000

Promissory note issued to Sax Public Relations, Inc. December 1, 2005 With
interest accruing from September 1, 2005 at 10%. Payments of $1,000 to be made
monthly beginning February 1, 2006 through March 2007.                                       --        7,586

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    .                            952,727      890,957
                                                                                     ----------   ----------
                                                                                     $  952,727   $  978,543
                                                                                     ==========   ==========










</TABLE>

The Company is currently in default on various notes payable and is in the
process of negotiating settlements or payments. All notes payable are included
in current liabilities.

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.


                                        F-12


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.

                                        F-13


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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>


                                        F-14


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.


                                        F-15


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

(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.


                                        F-16


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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.


                                        F-17


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

(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.


                                        F-18


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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>


                                        F-19


<PAGE>
                            XXX ACQUISITION CORP.
                 (FORMERLY KNOWN AS CONTINAN COMMUNICATIONS INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 2008 AND 2007 (CONSOLIDATED)
                          (A DEVELOPMENT STAGE COMPANY)

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 11, 2009.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

      None.

Item 9A. 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 September 30, 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, 2008.

      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
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.


                                        23


<PAGE>

      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 disclosure controls and procedures

      There were no changes in the Company's disclosure controls and procedures,
or in factors that could significantly affect those controls and procedures,
since its last fiscal quarter.

Item 9A(T). Controls and Procedures.

      The management of XXX Acquisition Corp. (f/k/a Continan Communications,
Inc.) 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).

      We identified the following material weakness in our internal control over
financial reporting- we did not have adequate segregation of duties, in that we
only had one person performing all accounting-related on-site 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. However, in order to address this weakness, the Company engaged an
accounting firm to perform quarterly accounting and the preparation of
disclosures for filing.

      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.

Item 9B. Other Information.

      None.


                                        24


<PAGE>

                                    PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and executive officers.

      The name, age and respective positions of the current director and
executive officer of the Company are set forth below. The current CEO and CFO is
serving in an interim capacity.

Marcia Rosenbaum, Director, Chief Executive Officer and Chief Financial Officer

      Ms. Rosenbaum, age 44, has served as an independent director of the
Company since May 2005, and as the Company's Chief Executive Officer and Chief
Financial Officer since November 2008. From 1999 to the present, she has been an
independent investment banker, specializing in the field of biotechnology. She
earned both a Bachelor of Science degree in biology and chemistry, and a Masters
of Science degree in microbiology, both from the University of Texas at El Paso.
She also earned her First Level Medical degree in General Medicine from The
Technical University in Aachen, Germany.

      On April 2, 2008, as a result of the Company's sale of substantially all
of the assets of its subsidiary Vocalenvision to Tourizoom, Inc., Mr. Claude
Buchert, the former Chairman of the Board of Directors and CEO of the Company,
and Ms. Helene Legendre, the Company's former Executive Vice President,
Secretary and a director, resigned their positions with the Company. Mr. Buchert
and Ms. Legendre are the stockholders, directors and officers of Turizoom, the
buyer of Vocalenvision. Prior to their resignation, they elected Mr. Geoffrey A.
Fox as Chief Executive Officer and Chief Financial Officer of the Company. Mr.
Fox served in these capacities until his resignation on October 24, 2008. On
October 24, 2008, Ms. Marcia Rosenbaum, the Company's sole director appointed
herself an interim officer, and on November 18, 2008 she became the Chief
Executive Officer and the Chief Financial Officer of the Company, albeit on a
temporary basis. Ms. Marcia Rosenbaum remains the sole director of the Company,
and will serve until the next annual meeting of the Company's directors or until
her successors are duly elected and have qualified. Directors are elected for a
term ending upon the date of the next annual stockholders' meeting. Officers
will hold their positions.

      During 2008, there were no family relationships between any two or more of
the Company's directors or executive officers. Also, there were no arrangements
or understandings between any two or more of the Company's directors or
executive officers. There is no arrangement or understanding between any of the
Company's directors or executive officers and any other person pursuant to which
any director or officer was or is to be selected as a director or officer, and
there is no arrangement, plan or understanding as to whether non-management
stockholders will exercise their voting rights to continue to elect the current
board of directors. There are also no arrangements, agreements or understandings
between non-management stockholders that may directly or indirectly participate
in or influence the management of the Company's affairs. There are no other
promoters or control persons of the Company. There are no legal proceedings
involving the executive officer or director of the Company.

Corporate Governance.

(a) Code of Ethics.

      The Company has not adopted a code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Company has
not adopted such a code of ethics because all of management's efforts have been
directed to building the business of the Company; at a later time, the board of
directors may adopt such a code of ethics.

(b) Audit Committee.

      The Company does not presently have an Audit Committee or any other
committee.

(c) Recommendation of Nominees.

      The Company does not have any procedures by which security holders may
recommend nominees to the Company's board of directors.


                                        25


<PAGE>

Compliance with section 16(a) of the Exchange Act.

      Section 16(a) of the Exchange Act requires executive officers and
directors, and persons who beneficially own more than 10% of any class of the
Company's equity securities to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers, directors and beneficial
owners of more than 10% of any class of the Company's equity securities are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

      Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(d) during fiscal 2008, the Company is
aware that the following required reports were not timely filed: (i) At least
one filing on Form 4 from each of the Company's former Chief Executive Officer
and former Treasurer and Secretary at the time of their resignation from their
respective positions with the Company, (ii) two filings, one on Form 3 and one
on Form 4 upon the appointment and subsequent resignation of the Company's Chief
Executive Officer, Treasurer and Secretary, and (iii) one filing on Form 3 by
the current Chief Executive Officer and Chief Financial Officer at the time of
her appointment to those positions.

Item 11. Executive Compensation.

Compensation of Directors

      For the fiscal years ended December 31, 2008 and December 31, 2007, none
of the directors were compensated for their services as directors.

Compensation of Management

      The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company during the fiscal years ended
December 31, 2008 and 2007, to the Company's principal executive officer and the
principal financial officer. The Company did not have any other executive
officers whose annual compensation exceeded $100,000 in fiscal 2008.

<TABLE>
<S>     <C>
                                          SUMMARY COMPENSATION TABLE

                                                     Stock        Option      Non-Equity
Name & Principal                                     Awards       Awards      Incentive       All Other(7)
Position                       Year       Salary       (5)         Plan     Compensation(6)   Compensation       Total
------------------------------------------------------------------------------------------------------------------------
Claude C.Buchert(1)            2008         -0-         -0-         -0-              -0-          $20,000        $20,000
President, Chief Executive     2007         -0-    $62,295(2)       -0-              -0-         $120,000(2)    $182,695
Officer, and Chairman of
the Board of Directors

Helene Legendre(2)             2008         -0-         -0-         -0-              -0-          $16,000        $16,000
Executive Vice President,      2007    $19,000     $54,350(3)       -0-              -0-          $96,000(3)    $169,350
Secretary, Director

Geoffrey Fox, Chief(3)         2008        -0-          -0-         -0-              -0-           $7,500         $7,500
Executive Officer

Marcia Rosenbaum,(4)           2008        -0-          -0-         -0-              -0-          $10,000        $10,000
Chief Executive Officer,
Chief Financial Officer

</TABLE>

(1) Mr. Buchert was appointed Chief Executive Officer and a director of the
Company on May 31, 2006 and held that positions until his resignation on April
2, 2008. In 2007 the Company issued 700,000 shares of its common stock to Mr.
Buchert pursuant to the terms and conditions of the Company's 2007 Stock and
Option Plan (the "2007 Plan") having an aggregate value of $54,350 calculated
using the closing price of the common stock on the date of issuance which was
used to pay a portion of the management incentive fee due Mr. Buchert under his
employment agreement with the Company. The other compensation Mr. Buchert
received in 2008 represents a management incentive fee under the terms of his
employment agreement with the Company which terminated on March 31, 2008. As
part of the sale of Vocalenvision, the Company's operating subsidiary, Mr.
Buchert waived his right to receive any portion of his accrued and unpaid
management fees or other compensation. See "Employment Arrangements."


                                        26


<PAGE>

(2) Ms. Legendre was appointed Executive Vice President, Secretary and a
director of the Company on October 15, 2007 and held those positions until her
resignation on April 2, 2008. In 2007 the Company issued 779,000 shares of its
common stock to Ms. Legendre pursuant to the terms and conditions of the
Company's 2007 Plan having an aggregate value of $62,295 calculated using the
closing price of the stock on the date of issuance which was used to pay a
portion of the management incentive fee due Ms. Legendre under her employment
agreement with the Company. The other compensation Ms. Legendre received in 2008
represents a management incentive fee under the terms of her employment
agreement with the Company. As part of the sale of Vocalenvision, the Company's
operating subsidiary, Ms. Legendre waived her right to receive any portion of
her accrued and unpaid management fees or other compensation. See "Employment
Arrangements."

(3) Mr. Fox was appointed Chief Executive Officer, Treasurer and Secretary of
the Company in April 2008 and served in all those capacities until his
resignation on October 24, 2008. The Company paid Mr. Fox $2500 for his services
in 2008 and accrued $5000 as additional compensation which he was paid in 2009.

(4) Ms. Rosenbaum was appointed an interim officer of the Company on October 24,
2008 and became the Company's Chief Executive Officer and Chief Financial
Officer on November 18, 2008. The Company accrued $10,000 for Ms. Rosenbaum's
services in 2008 which she will be paid in 2009.

(5) The Company did not issue any stock or options to its directors or officers
in 2008.

(6) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2008 fiscal year for the fair value of
stock options granted in 2008 and prior fiscal years to each of the named
executive officers, in accordance with SFAS 123R. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. There were no option grants in 2008. For
information on the valuation assumptions with respect to grants made prior to
2008, refer to Note 13 of the Company's financial statements in the Form 10-KSB
for the year ended December 31, 2006 and refer to Note 8 in the Company's
financial statements in the Form 10-KSB for the year ended December 31, 2005.
These amounts reflect the Company's accounting expense for these awards, and do
not correspond to the actual value that will be recognized by the named
executive officers.

(7) This column reports the total amount of other compensation provided, no item
of which individually exceeded the greater of $25,000 or 10% of the total amount
of such other compensation for the Company's executive officers.

<TABLE>
<S>       <C>



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2008

                                                  NUMBER OF          NUMBER OF
                                                  SECURITIES        SECURITIES
                                                  UNDERLYING        UNDERLYING
                                                 UNEXERCISED        UNEXERCISED         OPTIONS       OPTION
                                                 OPTIONS (#)          OPTIONS          EXERCISE     EXPIRATION
         NAME AND PRINCIPAL POSITION             EXERCISABLE     (#)UNEXERCISABLE      PRICE ($)       DATE
----------------------------------------------------------------------------------------------------------------
Claude C. Buchert, CEO                                   -0-               -0-            -0-           -0-

Helene Legrande, Exec. V.P.                              -0-               -0-            -0-           -0-

Ross Nordin, CFO                                      26,488               -0-             0.02      5/15/2011
                                                     105,950               -0-             0.01     12/31/2011
James W. Gibson                                       26,488               -0-             0.02      5/15/2011
                                                     105,950               -0-             0.01     12/31/2011
Claude Sacroun                                       183,375               -0-             0.01      5/15/2011

All others                                            63,288               -0-             0.01      5/15/2011
                                                 -----------     ----------------      ---------    ------------
                                                     511,539

</TABLE>


                                        27


<PAGE>

Compensation Arrangements.

      In 2008, neither Mr. Fox nor Ms. Rosenbaum had a written employment
agreement with the Company; however, (i) the Company accrued $7500 of
compensation for Mr. Fox and paid him $2500 of that compensation in 2008 and the
remaining $5000 in 2009, and (ii) the Company accrued $10,000 of compensation
for Ms. Rosenbaum all of which the Company will pay her in 2009.

      From January 1, 2007 through and including March 31, 2008 there were
employments arrangements covering Mr. Buchert and Ms. Legendre, both of which
ended through expiration of their respective terms on March 31, 2008.

      Claude Buchert

      On January 1, 2004, TelePlus, Inc. entered into an employment agreement
with Mr. Buchert for his services as chief executive officer for the supervision
of all aspects of the management and operation of the business. Under this
agreement, Mr. Buchert was to be paid an annual salary of $120,000, payable in
arrears in equal semi-monthly payments (less applicable withholding taxes and
customary deductions) during the term hereof or at such other regular periods as
the employer may designate. The base compensation is to be reviewed annually by
the employer and may be increased, but not decreased, from time to time in the
sole discretion of employer. Such increases, if any, may be in the form of
additional Base Compensation or as a bonus. In addition to the base
compensation, Mr. Buchert is entitled to receive a discretionary annual bonus in
an amount to be determined solely by the board of directors, or appropriate
committee of the Board, and based upon the growth and performance of the
business. Mr. Buchert is to receive certain additional benefits under the
agreement, such as vacation and health insurance. On February 1, 2004, this
agreement was amended to provide Mr. Buchert has the option to receive
consultant/management fees in lieu of base compensation. In this event, the
Company is not to be held responsible for any applicable withholding taxes and
customary deductions. On this basis, Mr. Buchert was paid management fees in the
capacity as a consultant to the Company at the rate of $7,000 per month, and the
Company accrued $20,000 of management fees for him in 2008.

      This Agreement terminated on March 31, 2008, at the end of the initial
term. As part of the sale of Vocalenvision, the Company's operating subsidiary,
Mr. Buchert waived his right to receive any portion of his accrued and unpaid
management fees or other compensation.

      Helene Legendre

      On January 1, 2004, TelePlus, Inc. entered into an employment agreement
with Ms. Legendre for her services as executive vice president. Under this
agreement, Ms. Legendre was to be paid an annual salary of $90,000, payable in
arrears in equal semi-monthly payments (less applicable withholding taxes and
customary deductions) during the term hereof or at such other regular periods as
the employer may designate. The base compensation is to be reviewed annually by
the employer and may be increased, but not decreased,from time to time in the
sole discretion of employer. Such increases, if any, may be in the form of
additional base compensation or as a bonus. In addition to the base
compensation, Ms. Legendre was entitled to receive a discretionary annual bonus
in an amount to be determined solely by the board of directors, or appropriate
committee of the Board, and based upon the growth and performance of the
business. Ms. Legendre is to receive certain additional benefits under the
agreement, such as vacation and health insurance. The Company accrued $16,000 of
a management fee for Ms. Legendre in 2008.

      This Agreement terminated automatically at the end of the initial term on
March 31, 2008. As part of the sale of Vocalenvision, the Company's operating
subsidiary, Ms. Legendre waived her right to receive any portion of her accrued
and unpaid management fees or other compensation.

Other Compensation.

      There are no plans that provide for the payment of retirement benefits, or
benefits that will be paid primarily following retirement, including but not
limited to tax-qualified defined benefit plans, supplemental executive
retirement plans, tax-qualified defined contribution plans and nonqualified
defined contribution plans. In addition, there are no contracts, agreements,
plans or arrangements, whether written or unwritten, that provide for payment(s)
to a named executive officer at, following, or in connection with the
resignation, retirement or other termination of a named executive officer, or a
change in control of the Company or a change in the named executive officer's
responsibilities following a change in control, with respect to each named
executive officer.


                                        28


<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholders.

Security Ownership.

      The following table sets forth information regarding the beneficial
ownership of the Company's common stock as of March 6, 2009 (1,000,000 shares
issued and outstanding) by: (i) all stockholders known to the Company to be
owners of more than 5% of the outstanding common stock of the Company; and (ii)
all officers and directors of the Company, individually and as a group:

Name and Address                       Number of Shares of         Percentage(3)
of Beneficial Owner                    Common Stock(1)(2)

Humax West, Inc.                       86,629(4)                          8.66%
7301 Vista Del Mar
Playa del Rey, California 90292

Telenova Ltd.                          73,379(5)                          7.30%
Suite 5, Watergarden,
Waterport, Gibraltar

Marcia Rosenbaum                          250 (6)                     (6)--%
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

All Directors and
Executive Officers as a                   250                         (7)--%
Group (1 person)

(1) Reflects the 1 for 100 reverse split of the Company's common stock that was
effective on March 6, 2009.

(2) Each person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.

(3) Applicable percentage ownership of common stock is based on 1,000,000 shares
issued and outstanding as of March 6, 2008. Beneficial ownership is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
Instructions to Item 403 of Regulation S-B, and the information is not
necessarily indicative of beneficial ownership for any other purpose. In
computing the number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options or
convertible or exchangeable into such shares of common stock held by that person
that are currently exercisable, or exercisable within 60 days, are included.

(4) The shares owned by Humax West, Inc. are in the process of being returned to
the Company for cancellation as a condition of the Company's sale of its
operating subsidiary, Vocalenvision, in April 2008.

(5) (4) The shares owned by Telenova are in the process of being returned to the
Company for cancellation as a condition of the Company's sale of its operating
subsidiary, Vocalenvision, in April 2008.

(6) This amount consists of a warrant issued to purchase 25,000 restricted
shares of common stock (500,000 pre reverse split) as compensation for services
to the Company under a 2005 compensation agreement. This warrant, issued in
February 2006, is currently exercisable for a term of five years at the price of
$2.20 ($0.11 pre reverse split) per share. The percentage represented by the
warrant is less than 1% of all of the Company's issued and outstanding shares.

(7) The percentage represented by the warrant is less than 1% of all of the
Company's issued and outstanding shares.


Securities authorized for issuance under equity compensation plans.

      As of December 31, 2008, there are no securities authorized for issuance
by the Company under any compensation plans previously approved by the Company's
stockholders or not approved by the Company's stockholders.


                                        29


<PAGE>

Item 13. Certain Relationships and Related Transactions, and Director
Independence.

Certain Relationships and Related Transactions

      Other than as set forth below, during the last fiscal year there has not
been any relationships, transactions or proposed transactions to which the
Company was or is to be a party, in which any of the directors, officers, or 5%
or greater stockholders (or any immediate family thereof) had or is to have a
direct or indirect material interest.

      (a) The Company had employment agreements with two members of management
(Mr. Buchert and Ms. Legendre) that expired on March 31, 2008 (see Item 11 for a
further discussion of these agreements). As of December 31, 2008 and December
31, 2007, the Company had $-0- and $285,732, respectively, payable to management
in arrears under these agreements. Expenses related to these agreements are
recorded in general and administrative expense and amounted to $36,000 and
$126,727 for the years ended December 31, 2008 and December 31, 2007,
respectively.

      (c) In April 2008, the Company entered into an agreement with
Vocalenvision, Inc., its wholly-owned subsidiary, and Tourizoom, Inc., pursuant
to which the Company sold substantially all of the assets of Vocalenvision to
Tourizoom upon the consideration and for the other terms and conditions
contained in the asset purchase agreement. See Item 1 above "Business-- Note
concerning description of the Company's former business " and the Company's
Report on Form 8-K filed on April 4, 2008 with the SEC for details of the
transaction and the underlying transaction documents. Mr. Claude Buchert and Ms.
Helene Legendre, formerly Chairman of the Board and CEO, and Executive Vice
President, Secretary and a director of the Company, respectively, are the
stockholders of Tourizoom. As part of the asset purchase and sale transaction,
Mr. Buchert and Ms. Legendre resigned their positions with the Company.

      (d) As compensation for agreeing to serve in their respective capacities
as officers of the Company, the Company agreed to pay Mr. Geoffrey Fox and Ms.
Marcia Rosenbaum, $7500 and $10,000, respectively.

      For each of the transactions noted above, the transaction was negotiated,
on the part of the Company, on the basis of what is in the best interests of the
Company and its stockholders. In addition, in each case the interested affiliate
did vote in favor of the transaction; however, the full board of directors did
make the determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

      Certain of the Company's directors are engaged in other businesses, either
individually or through corporations in which they have an interest, hold an
office, or serve on a board of directors. As a result, certain conflicts of
interest may arise between the Company and such directors. The Company will
attempt to resolve such conflicts of interest in the Company's favor.

Director Independence

      The Company does not have a nominating committee, compensation committee
or executive committee of the board of directors, stock plan committee or any
other committees.

Item 14. Principal  Accounting Fees and Services.

Audit Fees

      The aggregate fees billed for each of the last two fiscal years for
professional services rendered by Sutton Robinson Freeman & Co.,
P.C.("Accountant") for the audit of the Company's annual financial statements,
and review of financial statements included in the Company's Form 10-Q's: 2008
$11,000 2007: $10,500.

Audit Related Fees

      The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the Accountant that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported under Audit Fees above: 2008: $-0-; 2007: $-0-.

Tax Fees

      The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the Accountant for tax compliance, tax advice,
and tax planning: 2008: $0 2007: $0.

All Other Fees

      The aggregate fees billed in each of the last two fiscal years for
products and services provided by the Accountant, other than the services
reported above: 2008: $0 2007: $0.


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<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) Financial statements (filed herewith in Item 8 of this report)

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

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, 2007).

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).

4.5      2007 Stock and Option Plan, dated May 1, 2007 (incorporated by
         reference to Exhibit 4 to Registration Statement on Form S-8 filed on
         May 14, 2007)

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).


                                        31


<PAGE>

10.9     Asset Purchase Agreement dated as of March , 2008 by and among Continan
         Communications, Inc., Vocalenvision, Inc. and Tourizoom, Inc.
         (incorporated by reference to Exhibit 10.9 of the Report on Form 8-K
         filed on April 4, 2008).

10.10    Partial Liquidating Trust Agreement by and between Continan
         Communications, Inc. and MBDL, LLC (incorporated by reference to
         Exhibit 10.9 of the Report on Form 8-K filed on April 4, 2008).

10.11    Sale and Purchase Agreement made as of November 10, 2008 by and between
         Continan Communications, Inc. and Blacklight BVBA (filed herewith).

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

23.1     Consent of independent auditor (filed herewith).

31.1 and Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
31.2     Officer and Principal Financial Officer (filed herewith).

32.1 and Section 1350 Certification of Principal Executive Officer and Chief
32.2     Financial Officer (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).



                                        32



<PAGE>

                                   SIGNATURES

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

                                       XXX ACQUISITION CORP.


Dated: April 13, 2009                  By: /s/ Marcia Rosenbaum
                                           -------------------------------------
                                           Marcia Rosenbaum,
                                           President and Chief Executive Officer
                                           (Principal executive officer)

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:


Signature                       Title                                 Date

/s/ Marcia Rosenbaum      Chief Executive Officer                 April 13, 2009
--------------------      (Principal executive officer)/
Marcia Rosenbaum          Chief Financial Officer/
                          (Principal accounting officer)/
                          Director


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