U.S. SECURITIES AND EXCHANGE COMMISSION
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 (date of earliest event reported): August 6, 2007
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CONTINAN COMMUNICATIONS, INC.
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(Exact Name of Company as Specified in Its Charter)
Nevada 0-49648 73-1554122
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(State or Other Jurisdiction (Commission File I.R.S. Employer
of Incorporation) Number) Identification No.)
4640 Admiralty Way, Suite 500, Marina del Rey, California 90292
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (310) 496-5747
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(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 Company 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(a) Effective on August 6, 2007, Helene Legendre was appointed as the
chief financial officer of the Company. Ms. Legendre, age 66, assumed her
current position of executive vice president of the Company with the completion
of the TelePlus, Inc. acquisition on May 31, 2006. In January 2003, she became
executive vice president and secretary of TelePlus, Inc, a developer of
innovative wireless services, where she remained until the acquisition. In 1993
she became vice president and chief financial officer for INET, a start-up
telecom long distance reseller. In 2002 that company was renamed Telis
Communications Group, Inc., and in 2003 the company was sold to Atlas Telecom
Group. Ms. Legendre left Atlas Telecom Group in 2003 to go to TelePlus.
(b) On January 1, 2004, TelePlus entered into an employment agreement
with Ms. Legendre for her services as executive vice president. Under this
agreement, Ms. Legendre is 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.
This Agreement is to terminate automatically upon the earliest of (i)
the end of the initial term (ending on March 31, 2008), unless renewed in
accordance with the terms hereof, (ii) the death of employee, (iii) the
inability of employee to perform all of her duties hereunder by reason of
illness, physical, mental or emotional disability or other incapacity, which
inability shall continue for more than three successive months or five months in
the aggregate during any period of 12 consecutive months; (iv) conviction of a
crime involving a felony, fraud, embezzlement or the like; or (v) habitual
insobriety or habitual use of a controlled substance; or misappropriation of the
employer's funds.
Additionally, Ms. Legendre has the right to terminate this agreement
for cause, defined as: Upon 15 days written notice and reasonable opportunity to
cure, the failure of the employer to perform or to observe and comply with any
of the material terms or provisions of this agreement. Additionally, he has the
right to terminate this agreement for cause, defined as: (A) upon 15 days
written notice and reasonable opportunity to cure, the failure of Employer to
perform or to observe and comply with any of the material terms or provisions of
the Stockholders Agreement dated the date of this agreement to which the
employer and Ms. Legendre are parties.
(c) In May 2006, Texxon, Inc. and the shareholders of TelePlus (which
included Ms. Legendre) 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. All
convertible preferred stocks were converted into 20,250,000 shares of common
stock on December 1, 2006 (after a 1 for 4 reverse split of the preferred
stock).
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTINAN COMMUNICATIONS, INC.
Dated: August 6, 2007 By: /s/ Claude Buchert
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Claude Buchert, President
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