UNITED STATES
SECURITIES AND EXCHANGE COMMISISON
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 27, 2006
TEXXON, INC
Oklahoma
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(State or Other Jurisdiction of Incorporation or Organization)
000-49648 73-1554122
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(Commission File Number) (IRS Employer Identification No.)
11601 Wilshire, Suite 2030, Los Angeles, CA 90025
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(Address or Principal executive offices) (Zip Code)
(310) 439-3119
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(Registrant's telephone number, including Area Code)
Not Applicable
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17623 Old Richmond Road, Sugarland, Texas 33782-6105
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 27, 2006 Texxon. (the "Customer") consummated a contract with Digitrad
France("Provider") that will enable the Customer to offer VoIP services using a
turn-key SIP network. (Session Initiation Protocol is a protocol for initiating,
modifying, and terminating an interactive user session that involves multimedia
elements such as video, voice, instant messaging, online games, and virtual
reality). The deployment of the software and hardware platform is set to go live
in early Q4 of 2006 and will allow TelePlus to offer a seamless
telecommunications service utilizing a converged billing system for customers on
the road (using the Vocalyz(TM) product) and at home (using the VoIP enabled
product).
This structure extends the customer life cycle of the product and will in turn
generate more revenue from a single sale. In the past, the Teleplus cell phone
product/service would have a consumer life-span of about only two weeks, which
corresponds to the common business/leisure travel time for many. But by allowing
customers to continue making and receiving long distance calls and to access the
TelePlus proprietary 'in-language' interpreter/concierge services beyond the
travel experience, there is an efficient form of seamless communications with a
continuous revenue stream. The unification of access components (GSM/VoIP/WiFi)
and consolidated billing applications enables Teleplus to create new markets
both in the US and abroad. The description below is not a complete description
of the material terms of the transaction and is qualified in its entirety by
reference to the agreements entered into in connection with the transaction,
copies of which are included as exhibits to this Current Report on Form 8-K
1. DESCRIPTION OF SERVICES
Provider provides Voice over Internet (VoIP) which means that it provides
software which transmits voice communication by means of the Internet.
Installing this software allows Teleplus' customers to communicate with any
other End Customer (Teleplus' or other customer) by means of their computers,
landlines or mobile phones.
2. DESCRIPTION OF INCOMING SERVICES
The Service consists of the collection and conveyance of calls directed to
telephone numbers allocated to Customer to the VOIP-PSTN gateways. Voice over
Internet Protocol, also called VoIP is the routing of voice conversations over
the Internet or through any other Internet Protocol-based network. The public
switched telephone network (PSTN) is the concentration of the world's public
circuit-switched telephone networks, in much the same way that the Internet is
the concentration of the world's public IP-based packet-switched networks.
Originally a network of fixed-line analog telephone systems, the PSTN is now
almost entirely digital, and now includes mobile as well as fixed telephones.
3. DESCRIPTION OF OUTGOING SERVICES
The Service consists of the receiving of a Call on the VoIP-PSTN Gateway as well
as the conveyance of the Call from the VoIP-PSTN gateway to numbers implemented
on Provider's infrastructure, or implemented on the infrastructure of third
parties with whom Provider has entered into an interconnection agreement, for
completion of the Call by Provider.
4. SOFTPHONE LICENSE
Provider is willing to supply to Customer for the purpose of combining with
other software products, hardware products, or services that Customer will
include in its Customer's VoIP service and Customer`s Website on the terms and
conditions set forth herein.
Subject to the terms and conditions of this Agreement, Customer shall:
A. Incorporate Softphone into Customer Website and/or Customer's
VoIP service(s);
B. Market, sell and deliver Customer Website and/or Customer's
VoIP service(s);
C. Present the End Customer License Agreement to all prospective
End Customers;
Provider hereby grants to Customer a nonexclusive and nontransferable right and
license during the term of this Agreement to integrate the Softphone with and
incorporate the Softphone into Customer's Website and Customer's VoIP
service(s), to copy the Softphone, or the Master Media, for use as part of
Customer's VoIP services, and to distribute such copies of the Softphone as part
of the Customer's Website and Customer's VoIP services. Customer shall have no
right to modify or prepare derivative works of Softphone or to possess or use
the source code form of the Softphone.
Any distribution of the Softphone shall be pursuant to the terms and conditions
of the End Customer License Agreement. The End Customer License Agreement
included with all Customer's Website and all copies of Customer's VoIP
Service(s) shall be substantially identical in terms and form to that set forth
in Exhibit D. Customer may, from time to time, change the terms of the End
Customer License Agreement set forth in Exhibit D, however, if the proposed
changes to the End Customer License Agreement substantially affect the rights of
Provider, then such proposed changes will be subject to the review and prior
written approval of Provider, which approval will not be unreasonably withheld.
9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXXON, INC.
Dated: July 27, 2006
By: /S/ CLAUDE BUCHERT
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Claude Buchert, CEO and President