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

FORM 10-KSB/A
AMENDMENT NO. 1

(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, 2007

[ ] 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

CONTINAN COMMUNICATIONS, INC.
-----------------------------
(Exact Name of Company as Specified in Its Charter)

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

4640 Admiralty Way, Marina del Rey, California 90292
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(Address of Principal Executive Offices) (Zip Code)

Company's telephone number: (310) 496-5747
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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

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

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

Indicate by check mark if the Company is required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [X] No [ ].

Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934): Yes [ ] No [X].

State issuer's revenues for its most recent fiscal year: $24,369

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. At the closing price of the stock as of April 1, 2008 of $0.0052, the
aggregate market value of voting stock held by non-affiliates is $128,510.

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

EXPLANATORY NOTE - This Amendment No.1 on Form 10-KSB amends the
Company's Annual Report for the fiscal year ended December 31, 2007, filed with
the Securities and Exchange Commission on April 15, 2008, to respond to certain
comments from the Staff of the Securities and Exchange Commission. This
Amendment does not reflect events occurring after the original filing of the
Form 10-KSB, and does not modify or update the disclosures therein in any way
except for changes to Item 8A(T) Controls and Procedures and to respond to
certain accounting comments of the Staff with regard to the audit report, the
statements of operations, the statements of stockholders' equity and statements
of cash flows. Accordingly, this Form 10-KSB/A should be read in conjunction
with the other filings of the Company made with the Securities and Exchange
Commission subsequent to the filing of the original Annual Report on Form
10-KSB, including any amendments to those filings.

TABLE OF CONTENTS
PAGE NUMBERS WILL BE ADDED WHEN FORMATTING IS FINAL

PART I.

ITEM 1. DESCRIPTION OF BUSINESS .............................................3

ITEM 2. DESCRIPTION OF PROPERTY ............................................15

ITEM 3. LEGAL PROCEEDINGS ..................................................16

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................16

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES ...............16

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...........................................17

ITEM 7. FINANCIAL STATEMENTS ...............................................25

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE............................................26

ITEM 8A. CONTROLS AND PROCEDURES ............................................26

ITEM 8A(T)CONTROLS AND PROCEDURES.............................................27

ITEM 8B OTHER INFORMATION ...................................................27

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT.......................................................27

ITEM 10. EXECUTIVE COMPENSATION ............................................28

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
AND RELATED STOCKHOLDER MATTERS ...................................32

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.......................................................34

ITEM 13. EXHIBITS ..........................................................36

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ............................37

SIGNATURES....................................................................39

FORWARD LOOKING STATEMENTS.

Information in this Form 10-KSB 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-KSB, 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. DESCRIPTION OF BUSINESS.

NOTE CONCERNING RECENT DEVELOPMENTS: The description of the Company's business
set forth below under the heading "Business of the Company-Overview" is for
historical purposes only. Effective April 2, 2008 the Company will no longer 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"). 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. See the Company's
Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
April 4, 2008 and the exhibits thereto.

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

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 has
assisted in the raising of some capital, the capital raised has been inadequate
to provide working capital to fund the business and its expansion and to defray
the expenses of being a public company. Vocalenvision has had no material
revenues, and the Company has had to support all of the operations of the
subsidiary but, since the Company has no available cash or assets, that is no
longer a viable operating plan, while rescission of the original 2006
acquisition is not possible at this late point in time. After much thought, and
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.

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 include 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 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. The trustee of the Partial Liquidating
Trust is MBDL LLC, a Florida limited liability company with principal offices
located at 20869 Pinar Trail, Boca Raton, FL 33433.

BUSINESS OF THE COMPANY.

NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH IMMEDIATELY BELOW WILL
BE EFFECTIVE APRIL 2, 2008, WHEN THE COMPANY COMPLETES 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 WILL NO LONGER APPLY AFTER APRIL 2,
2008 WHEN THE SALE OF ASSETS TRANSACTION IS CLOSED.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o Other relevant factors.

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

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

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

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

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

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

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

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

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

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

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

(i) filing of Exchange Act reports, and

(ii) costs relating to consummating an acquisition.

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

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

Our sole officer and our sole director have not had any preliminary
contact or discussions with any representative of any other entity regarding a
business combination with us. Any target business that is selected may be a
financially unstable company or an entity in its early stages of development or
growth, including entities without established records of sales or earnings. In
that event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.

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

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

NOTE: THE DESCRIPTION OF THE COMPANY'S BUSINESS SET FORTH BELOW UNDER THE
HEADING "OVERVIEW" IS FOR HISTORICAL PURPOSES ONLY. EFFECTIVE APRIL 2, 2008 THE
COMPANY WILL NO LONGER BE 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 RECENT
DEVELOPMENTS." THEREFORE, ALTHOUGH THERE ARE NUMEROUS REFERENCES TO THE
COMPANY'S BUSINESS, THE DESCRIPTION BELOW OF THE PERSONAL MOBILE PHONE BUSINESS
WILL NO LONGER APPLY TO THE COMPANY AFTER 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.

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.

Continan Communications, Inc. ("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.

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.

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).

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 losses of $1,396,665 for the year ended
December 31, 2007, $4,336,029 for the year ended December 31, 2006, and
$8,050,147 for the period of inception (September 16, 2002) to December 31,
2007. 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 14, 2008, the Company's independent
registered public accounting firm stated that the financial statements for the
years ended December 31, 2007 and 2006, and for the period of inception
(September 16, 2002) to December 31, 2007, 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 $7,593,572 at December 31, 2007 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.

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.

THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.

We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify and
evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms.

THE COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.

The Company has neither conducted nor have others made available to us
results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or
acquisition as contemplated by us. Our management has not identified any
specific business combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business or transaction will
present such a level of risk that conventional private or public offerings of
securities or conventional bank financing will not be available. There is no
assurance that we will be able to acquire a business opportunity on terms
favorable to us. Decisions as to which business opportunity to participate in
will be made by our management, which may, in certain circumstances under state
law, act without the consent, vote or approval of our stockholders.

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.

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 THE 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 and intends to retain any future
earnings to finance the growth of the Company's business. 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.

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 of, or
to obtain accurate quotations as to the market value of 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.

In addition, the National Association of Securities Dealers, Inc.,
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.

THE COMPANY HAS CITED FOR BEING LATE IN FILING ITS PERIODIC REPORTS
TWICE WITHIN THE PAST 12 MONTHS. Therefore, it the Company is cited one more
time within the next 12 months, its common stock would be delisted from the
Bulletin Board. As a result of these rules, the market liquidity of the
Company's common stock could be severely adversely affected by limiting the
ability of broker-dealers to sell its securities and the ability of stockholders
to sell their securities in the secondary market.

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

If the Company is unable to maintain a National Association of
Securities Dealers, Inc. 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.

Substantially all the shares currently held by major stockholders
(approximately 16,000,000 out of approximately 43,120,000 shares) have been
issued in reliance on the private placement exemption under the Securities Act
of 1933. Such shares will not be available for sale in the open market without
separate registration except 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 one year, 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 2. DESCRIPTION OF PROPERTY.

The principal executive offices for the Company currently consist of
approximately 1,048 square feet of office space, which are located at 4640
Admiralty Way-Suite 500, Marina del Rey, California 90292. The Company leases
this property on a month-to-month basis at the monthly rent of $3,245 as of
December 31, 2007. The total rent payments for this property during 2007 was
approximately $38,940.

Furniture and equipment consisted of the following as of December 31, 2007:

2007
--------
Furniture and fixtures $ 12,272
Computers and equipment 66.612
--------
Total 78,484

Less: accumulated depreciation (56,562)
--------
Machinery and equipment, net $ 21,922
========

Depreciation expense amounted to $15,965 for the year ended December 31, 2007
and $14,906 for the year ended December 31, 2006.

Intangible assets consisted of the following at December 31, 2007:

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
=========

Amortization expense amounted to $8,640 for the year ended December 31, 2007 and
$12,213 for the year ended December 31, 2006.

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.

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, AND SMALL
BUSINESS 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." From November 4, 2004 (when trading
commenced no 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, 2006

HIGH LOW

Quarter Ended December 31, 2006 $ 1.14 $ 0.30
Quarter Ended September 30, 2006 $ 3.90 $ 1.00
Quarter Ended June 30, 2006 $ 6.60 $ 3.10
Quarter Ended March 31, 2006 $ 5.60 $ 1.00

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

HOLDERS OF COMMON EQUITY.

As of April 1, 2008, the Company had approximately 49 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, 2007 that have not been previously reported either in a Form
10-QSB 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, 2007.

ITEM 6. 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-KSB.

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 WILL NO LONGER BE 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 2007 AS COMPARED WITH 2006. WITH REGARD TO
THE LATTER, IT MUST BE UNDERSTOOD THAT THE COMPANY WILL NO LONGER BE 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 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 we
may ultimately receive from the license arrangements with Tourizoom under the
sale of assets transaction, and additional amounts, as necessary, 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.

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

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 2007 AND
2006 IS FOR DISCLOSURE COMPLIANCE PURPOSES ONLY, AND DOES NOT REPRESENT ANY
FUTURE BUSINESS OPERATION OF THE COMPANY.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED
DECEMBER 31, 2006.

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 $24,369 for the ended December 31, 2007 compared to
$54,960 for the period ended December 31, 2006, a decrease of $30,951 or
approximately 56%. The revenue decrease in 2007 was caused by the Company's
termination of the beta testing program it was administering in Japan throughout
all 2006.

(b) GENERAL AND ADMINISTRATIVE EXPENSES.

General and administrative expenses were $997,912 for the year ended
December 31, 2007 compared to $2,042,010 for the year ended December 31, 2006, a
decrease of $1,055,188 or approximately 48%. The decrease in expenses was
primarily due to the elimination of payroll expenses, the termination of several
employees, a significant decrease in the Company's associated public relations
and similar activities, and the decision to defer expansion of the distribution
network in favor of capital raising activities.

The Company realized total other expense of $127,000 for the year ended
December 31, 2007 compared to total other expense of $910,040 for the year ended
December 31, 2006, an decrease of $783,040 or approximately 85%. The primary
components of other expense for the year ended December 31, 2007 were a loss on
derivative instruments of $121,000, due to the change in the fair value of
derivative liabilities.

(d) NET OPERATING LOSS CARRY FORWARD.

The Company has federal and state tax net operating loss carry forwards
available for future periods of approximately $4,873,879 and $3,573,839,
respectively, of which $3,647,999 was incurred by the Company prior to the
merger. The realization of deferred tax assets is dependent upon future
earnings, if any, the timing and the amount of which are uncertain. Accordingly,
the net deferred tax asset has been fully offset, due to the uncertainty of the
realization, by a valuation allowance.

(e) NET LOSS.

The net loss was $1,396,665 for the year ended December 31, 2007
compared to $4,336,029 for the year ended December 31, 2006, a decrease of
$2,939,364 or approximately 68%. This decrease in net loss was the result of
management's attempt to control expenses, eliminate employment and related
management expenses, reduce considerably marketing and public relations
functions, and to focus on capital raising activities.

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 $416,036 and $886,962 for the
years ended December 31, 2007 and 2006, respectively, a decrease of $470,926 or
approximately 55%. The principal components of the net cash used in operations
was a net loss of $4,336,029, offset by the stock compensation for consulting
services and options granted to management and employees in the amount of
$2,326,898, an increase in accounts payable of $353,013, an increase in
management fees payable and accrued liabilities of $168,982.

INVESTING ACTIVITIES.

Net cash used in investing activities was $21,180 for the year ended
December 31, 2007 and $8,420 for the year ended December 31, 2006 that was
composed of payment for fixed and intangible assets of $3,057 and $5,363,
respectively.

LIQUIDITY AND CAPITAL RESOURCES.

As of December 31, 2007, the Company had total current assets of $0 and
total current liabilities of $2,207,130, resulting in a working capital deficit
of $2,207,130. At December 31, 2007, the Company's assets consisted primarily of
intangible assets of $55,534 and developed software of $498,382. As a
development stage company that began operations in 2002, the Company has
incurred $7,593,572 in cumulative total losses from inception through December
31, 2007.

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-KSB include explanatory
paragraphs regarding the Company's ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared
assuming that the Company continues as a going concern and contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The ability of the Company to continue as a going concern on a
long-term basis will be dependent upon its ability to 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 of up to $2,000,000 during the year ending December 31,
2008.

The Company has been successful in obtaining the required cash
resources by issuing stock and notes payable, including related party notes
payable, to service the Company's operations through 2007. Net cash provided by
financing activities was $890,957 for the year ended December 31, 2007, from the
following: sale of promissory notes in the amount of $890,957.

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.
For financial reporting purposes, the present value of the future minimum lease
payments was capitalized and the principal portion of the lease obligation was
included as a liability in the consolidated financial statements. Equipment
under this capital lease totalled $20,333, net of accumulated depreciation of
$15,613. The total minimum lease payments are $11,322 up to the end of the
leases in 2009.

(b) OPERATING LEASES.

The principal executive offices for the Company currently consist of
approximately 1,000 square feet of office space, which are located at 4640
Admiralty Way-Suite 500, Marina del Rey, California 90292. The Company leases
this property on a month-to-month basis at the current monthly rent of $3,245 as
of December 31, 2007. The total rent payments for this property and a prior
property rented by the Company in Los Angeles, California during 2007 was
approximately $38,940.

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.

OFF BALANCE SHEET ARRANGEMENTS.

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

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.

During the year ended December 31, 2007, 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.

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 7. FINANCIAL STATEMENTS.

The consolidated financial statements as of and for the year ended
December 31, 2007, for the year ended December 31, 2006, and for the period from
inception (September 16, 2002) are presented in a separate sections of this
report following Item 14.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A. 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 periods 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, 2007. 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.

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 8A(T). CONTROLS AND PROCEDURES.

The management of 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, 2007. 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 2008 per
SEC rules for non-accelerated filers.

ITEM 8B. OTHER INFORMATION.

None.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS.

The names, ages 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. 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 will serve in these capacities
at the will of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. Ms. Marcia Rosenbaum will remain as
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.

There are no family relationships between any two or more of the
Company's directors or executive officers. There are 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.

MARCIA ROSENBAUM, DIRECTOR.

Ms. Rosenbaum, age 44, has served as an independent director of the
Company since May 2005. 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.

GEOFFREY A. FOX, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Geoffrey A. Fox, became Chief Executive Officer and Chief Financial
Officer on April 2, 2008 in connection with the Company's sale of substantially
all of the assets of its operating subsidiary, Vocalenvision, to Tourizoom,
Inc., as described in Item 1 above. Mr. Fox, who has had no prior relationships
with the Company, is serving as an interim officer until such time as the Board
of Directors, now consisting only of Marcia Rosenbaum, is reorganized, and
permanent officers can be appointed. Mr. Fox, age 66, has been a licensed life
insurance agent in the State of Washington for approximately 30 years and for
approximately the past 6 years has been a principal of J & J Insurance Agency
LLC.

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.

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

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 2007, the Company is
aware that the following required reports were not timely filed: (a)(1) The
Company's CEO and Chairman failed to file at least two reports covering at least
two transactions; (2) the Company's Executive Vice President and a director
failed to file at least two reports covering at least two transactions; (3) the
Company's former chief financial officer failed to file at least one report
covering at least one transaction, and (4) the Company's Vice President
Development failed to file at least one report covering at least one
transaction.

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

For the fiscal year ended December 31, 2007, none of the current
directors were compensated for their services as directors. Likewise, for their
services for the fiscal year ended December 31, 2006, neither the former
directors (except as discussed below) nor the current 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, 2007 and 2006, to the Company's principal executive officer, the
principal financial officer and each of the two other most highly compensated
executive officers whose annual compensation exceeded $100,000 in fiscal 2007
and 2006.

SUMMARY COMPENSATION TABLE

Stock Option Non-Equity
Name & Principal Awards Awards Incentive All Other(9)
Position Year Salary (7) Plan Compensation(8) Compensation Total
- -------------------------------------------------------------------------------------------------------------------
Claude C.Buchert(1) 2007 -0- $62,295(2) -0- $120,000(2) -0- $182,695
President, Chief Executive 2006 -0- -0- -0- $120,000 -0- $120,000
Officer, and Chairman of the
Board of Directors

Helene Legendre(3) 2007 $19,000 $54,350(3) -0- $96,000(3) -0- $169,350
Executive Vice President, 2006 $30,800 -0- -0- -0- -0- $30,800
Secretary, Director

Ross Nordin,(4)Chief Financial 2007 $26,400 $8,452(4) -0- -0- $34,852
Officer 2006 $57,600(4) $113,367(4) -0- $181,817

James W. Gibson(5) 2007
Vice President Development 2006 $41,000 $113,367(5) -0- -0- $186,497

Benjamin Hansel, CEO(6) 2006 -0- -0- $55,200 -0- -0- $55,200
2005 -0- -0- -0- -0- -0- -0-

Gifford Mabie,CEO(7) 2005 $30,000 $25,589 -0- -0- -0- $50,589

(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 represents a management incentive fee under the terms of his employment
agreement with the Company. See "Employment Arrangements."

(3) 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
represents a management incentive fee under the terms of her employment
agreement with the Company. See "Employment Arrangements."

(4) Mr. Nordin was appointed Chief Financial Officer of the Company on May 15,
2006 and held that position until his resignation on June 15, 2007. On May 15,
2006, the Company granted an option to purchase 26,488 (529,750 pre reverse
split) restricted shares of common stock, exercisable at exercisable at $0.02
($0.001 pre reverse split) per share from date of grant for a period of five
years, to Mr. Nordin for services to the Company. The option was valued at
$58,273 ($0.11 per share) as of September 30, 2006. For financial purposes only,
the Company recorded the payroll expense and additional paid in capital in the
amount of $58,273 to reflect the value of this option. On December 15, 2006, the
Company granted an option to purchase 105,950 restricted shares of common stock,
exercisable at $0.01 per share, Mr. Nordin for services to the Company. The
option was valued at $55,094 ($0.52 per share). This option expires on December
31, 2011. For financial purposes only, the Company recorded the payroll expense
and additional paid in capital in the amount of $55,094 to reflect the value of
this option. In 2007 the Company issued 55,000 shares of its common stock to Mr.
Nordin pursuant to the terms and conditions of the Company's 2007 Plan having an
aggregate value of $8,453 calculated using the closing stock price on the date
of issuance.

(5) Mr. Gibson was appointed Vice President Development on May 31, 2006 and held
that position until his resignation on August 27, 2007. On May 15, 2006, the
Company granted an option to purchase 26,488 (529,750 pre reverse split)
restricted shares of common stock, exercisable at exercisable at $0.02 ($0.001
pre reverse split) per share from date of grant for a period of five years, to
Mr. Gibson for services to the Company. The option was valued at $58,273 ($0.11
per share) as of September 30, 2006. For financial purposes only, the Company
recorded the payroll expense and additional paid in capital in the amount of
$58,273 to reflect the value of this option. On December 15, 2006, the Company
granted an option to purchase 105,950 restricted shares of common stock,
exercisable at $0.01 per share, to Mr. Gibson for services to the Company. The
option was valued at $55,094 ($0.52 per share). This option expires on December
31, 2011. For financial purposes only, the Company recorded the payroll expense
and additional paid in capital in the amount of $55,094 to reflect the value of
this option. In 2007 the Company issued 480,000 shares of its common stock to
Mr. Gibson pursuant to the terms and conditions of the Company's 2007 Plan
having an aggregate value of $41,713 calculated using the closing stock price on
the date of issuance.

(6) Mr. Hansel was appointed Chief Executive Officer on December 31, 2005 and
held that position until his resignation from that position and as a director on
May 31, 2006. On February 1, 2006, pre-merger Texxon issued Mr. Hansel a warrant
for the purchase of 25,000 shares of common stock (500,000 shares pre reverse
split), exercisable for a term of five years at the price of $2.20 ($0.11 pre
reverse split) per share, to cover his services to the Company for the period of
May, 2005 to the closing of the Share Exchange Agreement with TelePlus, Inc. on
May 31, 2006. The value of this warrant has been calculated to be $55,200
($0.1104 per share). The value of the warrant on February 1, 2006 was calculated
using the Black-Scholes pricing 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%.

(7) Mr. Mabie was a director and Chief Executive Officer of the Company until
his resignation on December 31, 2005.

(8) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2007 fiscal year for the fair value of
stock options granted in 2007 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 2007. For
information on the valuation assumptions with respect to grants made prior to
2007, 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.

(9) 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.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2007

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 Legerande, 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
----------- ---------------- --------- ----------
264,876

COMPENSATION ARRANGEMENTS.

From January 1, 2007 through and including March 31, 2008 there were
employments arrangements covering Mr. Buchert and Ms. Legendre, and an
employment arrangement for Mr. Nordin through and including June 15, 2007. All
three arrangements have ended, in the case of Mr. Buchert and Ms. Legendre
through expiration of their respective terms, and in the case of Mr. Nordin, as
a result of his resignation on June 15, 2007.

CLAUDE C. 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.

This Agreement terminated 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 his 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.

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 is paid management fees in the capacity as a consultant to the Company
at the rate of $7,000 per month.

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.

This Agreement terminated 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.

ROSS A. NORDIN

On April 18, 2006, TelePlus entered into a letter of engagement with
Mr. Nordin. Under this engagement, he was employed as Chief Financial Officer at
the base salary of $4,800 per month for a minimum average of three days per
week. Under the arrangement, Mr. Nordin was reimbursed for mileage incurred from
traveling from the Company offices to various business places that you may be
requested to visit at the rate of $0.38 per mile. The employment was considered
to be "at will", and ended on June 15, 2007 when Mr. Nordin resigned from the
Company.

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.

COMPENSATION OF DIRECTORS.

The Company does not provide any compensation to its directors in that
capacity.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP.

The following table sets forth information regarding the beneficial ownership of
the Company's common stock as of April 1, 2008 (43,213,539 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 (including departed directors and officers where
indicated), individually and as a group:

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

Humax West, Inc. 8,662,913 20.04%
7301 Vista Del Mar
Playa del Rey, California 90292

Telenova Ltd. 7,337,932 16.98%
Suite 5, Watergarden,
Waterport, Gibraltar

Helene Legendre 2,373,166 (4) 5.49%
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

Claude C. Buchert 126,076(5) 0.0029%
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

Ross Nordin 5,000(6) 0.00001
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

James W. Gibson -0-(7) -0-
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

Marcia Rosenbaum 25,000 (8) 0.10%
4640 Admiralty Way
Suite 500
Marina del Rey, California 90292

All Directors and
Executive Officers as a 2,524,242 5.84%
Group (3 persons)

(1) Reflects the 1 for 20 reverse split of the Company's common stock that was
effective on December 1, 2006.

(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 43,213,539
shares issued and outstanding as of April 1, 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) Ms. Legendre resigned as a director, Executive Vice President and Secretary
of the Company on April 2, 2008.

(5) Mr. Buchert resigned as Chairman of the Board of Directors, Chief Executive
Office rand President of the Company effective April 2, 2008.

(6) This amount includes the following:

(a) An option to purchase 26,488 (529,750 pre reverse split) restricted
shares of common stock granted in May 2006 to Mr. Nordin for services to the
Company. This option is currently exercisable at $0.02 ($0.001 pre reverse
split) per share from date of grant for a period of five years.

(b) An option to purchase 105,950 restricted shares of common stock
granted on December 15, 2006 to Mr. Nordin for services to the Company. This
option is currently exercisable at $0.01 per share and will expire on December
31, 2011.

(7) This amount includes the following:

(a) An option to purchase 26,488 (529,750 pre reverse split) restricted
shares of common stock granted in May 2006 to Mr. Gibson for services to the
Company. This option is currently exercisable at $0.02 ($0.001 pre reverse
split) per share from date of grant for a period of five years.

(b) An option to purchase 105,950 restricted shares of common stock
granted on December 15, 2006 to Mr. Gibson for services to the Company. This
option is currently exercisable at $0.01 per share and will expire on December
31, 2011.

(8) 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

In 2007 the Company filed a Registration Statement on Form S-8 to
register a total of 16,700,000 shares of its common stock for issuance under and
pursuant to its 2007 Amended and Restated Stock and Option Plan (the "2007
Plan"). Under the 2007 Plan all of the shares available for issuance under the
Plan were issued to directors, officers, and consultants for the Company. As of
December 31, 2007, 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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as set forth below, during the last two fiscal years there
have 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) During 2005, the Company entered into compensation agreements with
Benjamin Hansel and Marcia Rosenbaum (former chief executive officer/director
and director, respectively, of the Company) regarding their services performed
for the Company. Those agreements promised the issuance of a class of preferred
stock, but that preferred stock was never designated nor issued. On February 1,
2006, in connection with the securing of the Share Exchange Agreement with
TelePlus, Inc., the compensation arrangement was changed to the issuance of
common stock purchase warrants. Mr. Hansel and Ms. Rosenbaum were each issued a
warrant for the purchase of 25,000 shares of common stock (500,000 pre reverse
split), exercisable for a term of five years at the price of $2.20 ($0.11 pre
reverse split) per share, to cover his/her services to the Company for the
period of May, 2005 to the closing of the Share Exchange Agreement with
TelePlus, Inc. on May 31, 2006. The value of each warrant has been calculated to
be $55,200.

(c) The Company had employment agreements with two members of
management (Mr. Buchert and Ms. Legendre) that expired on March 31, 2008 (see
Item 10 for a further discussion of these agreements). As of December 31, 2007
and December 31, 2006, the Company had $280,910 and $202,481, respectively,
payable to management in arrears under these agreements. Expenses related to
these agreements are recorded in general and administrative expense and amounted
to $126,727 and $120,000 for the years ended December 31, 2007 and
December 31, 2006, respectively.

(d) 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 contain 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.

(e) On April 18, 2006, TelePlus entered into a letter of engagement
with Mr. Nordin. Under this engagement, he was employed as chief financial
officer at the base salary of $4,800 per month for a minimum average of three
days per week until he resigned his position on June 15, 2007. Under the
arrangement, Mr. Nordin was reimbursed for mileage incurred from traveling from
the Company offices to various business places that he was requested to visit at
the rate of $0.38 per mile. The employment is considered to be "at will."

(f) 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 for a period of five years from
grant, each to Mr. Gibson and Mr. Nordin (total of 52,975 (1,059,500 pre reverse
split) shares of common stock) for services to the Company. Each option was
valued at $58,273 ($0.11 per share). The Company recorded the payroll expense
and additional paid in capital in the amount of $58,273 to reflect the value of
each of these options.

(g) In May 2006, Texxon and the shareholders of TelePlus (which
included Mr. Buchert, Ms. Legendre, Humax West, Inc., and Telenova Ltd.)
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. 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).

(h) In December 2006, the Company granted an option to purchase 105,950
restricted shares of common stock, exercisable at $0.01 per share, each to Mr.
Gibson and Mr. Nordin (total of 211,900 shares of common stock) for services to
the Company. Each option was valued at $55,094 ($0.52 per share). These options
expire on December 31, 2011. The Company recorded the payroll expense and
additional paid in capital in the amount of $55,094 to reflect the value of each
of these options.

(i) In 2007 the Company issued shares of its common stock to each of the
directors and officers named below under and pursuant to a Registration
Statement on Form S-8 filed for the 2007 Plan:

Name and Position Number of Shares Dollar Amount

Claude Buchert, CEO and 700,000 $54,530
Chairman

Helene Legendre, Executive 779,000 $62,296
Vice President, Secretary
and director

Ross Nordin, Chief Financial 55,000 $8,453
Officer

James W. Gibson, Vice President 480,000 41,713
Development

(j) On Jnauary 20, 2007 the Copany executed and delivered a $890,957
promissory note issued to First Bridge Capital Inc, with interest accruing at
10% per annum. 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.

(k) 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 "Description of
Business--Note Concerning Recent Developments" 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.

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 13. EXHIBITS.

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).

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).

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

32 Section 1350 Certification of Principal Executive Officer and
Chief 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).

ITEM 14. PRINCIPAL ACCOUNTANT 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-QSB's: 2007:
$3,306; 2006: $3,327.

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: 2007: $0; 2006: $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: 2007: $0 2006: $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: 2007: $0 2006: $0.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONTINAN COMMUNICATIONS, INC.

Dated: March 12, 2009 By: /s/ Marcia Rosenbaum
-----------------------------
Marcia Rosenbaum,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to this report has been signed below by the following
persons on behalf of the Company and in the capacities and on the date
indicated:

Signature Title Date

/s/ Marcia Rosenbaum
- ---------------------- Chief Executive Officer/
Marcia Rosenbaum Chief Financial Officer/ March 12, 2009
Director

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Continan Communications, Inc.
Los Angeles, California

We have audited the accompanying balance sheet of Continan Communications, Inc.
(a development stage company) for the years ended December 31, 2007 and 2006,
and the related statements of operations, shareholders' equity, and cash flows
for the years ended December 31, 2007 and 2006, and for the period from
September 16, 2002 (inception) to December 31, 2007. 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 Continan Communications, Inc.
as of December 31, 2007 and 2006, and the results of its operations and its cash
flows for the years ended December 31, 2007 and for the period from September
16, 2002 (inception) to December 31, 2007 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 14, 2008

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2007

ASSETS
------
December 31, December 31,
2007 2006
-------- --------
CURRENT ASSETS:
Cash $ -- $ 8,710
Accounts receivable
Other receivables -- 1,758
Prepaid Expense -- 500
-------- --------
Total current assets -- 10,968
-------- --------

FURNITURE AND EQUIPMENT, net 21,922 35,127
-------- --------

OTHER ASSETS:
Intangible assets, net 55,534 64,174
Developed software, net 498,382 519,981
Security deposit 3,595 8,400
-------- --------
Total other assets 557,511 592,555
-------- --------

Total assets $579,433 $638,650
======== ========

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2007
(CONTINUED)

LIABILITIES AND SHAREHOLDERS' DEFICIT

December 31, December 31,
2007 2006
----------- -----------
CURRENT LIABILIITES:
Accounts payable 351,112 447,532
Accrued liabilities 128,262 94,378
Accrued interest on notes payable - related party 47,780 54,248
Accrued interest on notes payable 126,058 19,680
Accrued management fees 285,732 202,481
Current portion of capital leases 5,420 5,614
Notes payable - related party 284,223 193,658
Notes payable 978,543 87,586
Liability for derivative instruments -- 2,151
----------- -----------
Total current liabilities 2,207,130 1,107,328
----------- -----------

LONG TERM LIABILITIES
Capital leases, net of current portion 1,585 4,808
----------- -----------

SHAREHOLDERS' DEFICIT
Preferred stock, par value of $.001; 10,000,000 shares
authorized 150 and 5,510 shares issued and
outstanding, respectively 6
Common stock; par value of $0.001; 100,000,000 shares
authorized 43,213,522 issued and outstanding 43,214 25,668
Additional paid in capital 6,377,651 6,154,322
Deficit accumulated during the development stage (8,050,147) (6,653,482)
----------- -----------
Total shareholders' deficit (1,629,282) (473,486)
----------- -----------

Total liabilities and shareholders' deficit $ 579,433 $ 638,650
=========== ===========

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended September 16,
December 31, 2002 (Inception) to
---------------------------- December 31,
2007 2006 2007
------------ ------------ ------------

REVENUES: $ 24,369 $ 59,905 $ 154,239
------------ ------------ ------------

EXPENSES:
Direct costs 32,724 205,749 402,081
Selling expenses 69,195 1,171,126 1,729,326
Depreciation and amortization 63,623 65,365 203,734
General and administrative expenses 997,912 2,042,100 4,569,435
------------ ------------ ------------
Total expenses 1,163,454 3,484,340 6,904,576
------------ ------------ ------------

OTHER INCOME (EXPENSES), net:
Interest expense (121,962) (68,431) (318,690)
Other expense (411) (543) (954)
Loss on derivative instruments - (841,821)
Other income (134,407) (134,345)
------------ ------------ ------------
Total other income (expenses), net (256,780) (910,795) (1,295,810)
------------ ------------ ------------

LOSS BEFORE PROVISION FOR
INCOME TAXES (1,395,865) (4,335,229) (8,046,147)

PROVISION FOR INCOME TAXES 800 800 4,000
------------ ------------ ------------

NET LOSS $ (1,396,665) $ (4,336,029) $ 8,050,147
============ ============ ============

Per share data:

Net loss per share - basic and diluted (0.04) (1.31)
============ ============ ============

Weighted average shares of common
stock outstanding - basic 33,224,660 3,313,769
============ ============ ============

(1) Adjusted for a 1 for 20 reverse split effective on December 1, 2006.

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO DECEMBER 31, 2007

DEFICIT
ACCUMULATED
ADDITIONAL DURING THE TOTAL
PREFERRED STOCK COMMON STOCK PAID IN DEVELOPMENT SHAREHOLDERS
--------------------- ---------------------- CAPITAL STAGE EQUITY
SHARES AMOUNT SHARES AMOUNT (DEFICIT)
---------- -------- ----------- -------- ----------- ----------- -----------

Balance at inception (September 16, 2002) -- $ -- -- $ -- $ -- $ -- $ --
Issuance of common stock 3,000,000 3,000 -- -- -- -- 3,000
Balance at December 31, 2002 3,000,000 3,000 -- -- 2,123,608 -- 2,126,608
Net loss -- -- -- -- -- (167,276) (167,276)
Balance at December 31, 2003 3,000,000 3,000 -- -- -- (167,276) 1,959,332
Net loss -- -- -- -- -- (791,049) (791,049)
Balance at December 31, 2004 3,000,000 3,000 -- -- 2,123,608 (958,325) 1,168,283
Net loss -- -- -- -- -- (1,359,128) (1,359,128)
---------- -------- ----------- -------- ----------- ----------- -----------
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) 1,699 971,820 -- 973,519
Stock options granted for
consulting services -- -- -- -- 40,343 -- 40,343
Stock options granted to employees -- -- -- -- 33,619 -- 33,619
Stock options granted to management -- -- -- -- 58,273 -- 58,273
Stock options granted for finders fees -- -- -- -- 37,737 -- 37,737
Fees on reverse acquisition -- -- -- -- (37,737) -- (37,737)
Issue of common stock
upon exercise of warrants -- -- 290,000 290 (290) -- --
Issue of common stock
for consulting service -- -- 249,500 250 548,750 -- 549,000
Conversion of preferred stock
to common stock (3,000,000) (3,000) 20,250,000 20,250 (17,250) -- --

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 16, 2002 (INCEPTION) TO DECEMBER 31, 2007
(CONTINUED)
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE TOTAL
PREFERRED STOCK COMMON STOCK PAID IN DEVELOPMENT SHAREHOLDERS
--------------------- ---------------------- CAPITAL STAGE EQUITY
SHARES AMOUNT SHARES AMOUNT (DEFICIT)
---------- -------- ----------- -------- ----------- ----------- -----------

Conversion of notes payable to
common stock - Rackgear Inc. -- -- 210,914 211 63,063 -- 63,274
Conversion of accounts payable in the
amount of $12,698 to common stock -- -- 22,650 23 12,675 -- 12,698
Conversion of notes payable to
preferred stock - First Bridge Bank 5,510 6 -- -- 550,951 -- 550,957
Conversion of notes payable to
common stock - Kurt Hiete -- -- 200,000 200 60,326 -- 60,526
Conversion of accounts payable in the
amount of $34,865 to common stock -- -- 35,000 35 34,830 -- 34,865
Issue of common stock for
consulting services -- -- 2,710,000 2,710 1,623,290 -- 1,626,000
Stock options granted for
consulting services -- -- -- -- 48,846 -- 48,846
Stock options granted for
consulting services -- -- -- -- 215,748 -- 215,748
Stock options granted to employees -- -- -- -- 93,236 -- 93,236
Transfer to derivative liability -- -- -- -- (307,516) -- (307,516)
Net loss -- -- -- -- -- (4,336,029) (4,336,029)
---------- -------- ----------- -------- ----------- ----------- -----------
Balance at December 31, 2006 5,510 6 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

The accompanying notes are an integral part of these financial statements.

Conversion of note payable to
preferred stock 150 -- -- -- 15,000 -- 15,000

Stock issued for consulting services -- -- 804,000 804 80,326 -- 81,130
Cancellation of conversion of
A/P in the amount of $12,698 to
common stock -- -- (22,650) (23) (12,675) -- (12,698)

Conversion of A/P and management fees -- -- 16,700,000 16,700 658,544 -- 675,244
Cancellation of Conversion of note
payable and accrued Interest to
preferred stock - First Bridge
Capital (5,510) (6) -- -- (550,951) -- (550,957)
---------- -------- ----------- -------- ----------- ----------- -----------

Net loss -- -- -- -- -- (1,396,665) (1,396,665)
---------- -------- ----------- -------- ----------- ----------- -----------
Balance at December 31, 2007 150 $ 0 43,213,522 $ 43,214 $ 6,377,651 $(8,050,147) $(1,629,282)
========== ======== =========== ======== =========== =========== ===========

(1) Adjusted for a 1 for 20 reverse split effective on December 1, 2006.

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Period from
September 16, 2002
December 31, December 31, (inception) to
2007 2006 December 31, 2007
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,396,665) $(4,336,029) $(8,050,147)
Adjustments to reconcile net loss to net cash
used in operating activities: --
Depreciation and amortization 63,623 65,364 203,733
Stock compensation for consulting services and options granted
to management and employees 114,280 2,326,898 2,521,178

Loss on Settlement of debt 134,407 -- 134,407
Write-off of prepaid expenses -- 562,678 562,678
Write-off of notes payable -- (120,267) (120,267)
Write-off of accounts payable 3,059 -- 3,059
(Increase) decrease in assets:
Accounts receivable -- 38,152 --
Other receivables 1,758 (1,758) --
Security deposit 4,805 6,000 (3,595)
Prepaid expenses 500 (500) --
Increase (decrease) in liabilities:
Accounts payable 204,782 353,013 678,368
Accrued liabilities 83,863 63,001 177,450
Accrued interest on notes payable - related party 22,119 30,834 86,782
Accrued interest on notes payable 106,378 19,671 147,451
Management fees 241,055 105,981 443,536
----------- ----------- -----------
Net cash used in operating activities (416,036) (886,962) (3,215,367)
----------- ----------- -----------

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for intangible assets -- (5,363) (101,369)
Payment for software development costs (17,420) (1,805) (428,987)
Purchase of equipment (2,760) (1,252) (24,123)
----------- ----------- -----------
Net cash used in investing activities (20,180) (8,420) (554,479)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -- 214,500 247,500
Liability for derivative instruments (2,151) 2,151 --
Payments on note payable-related party 4,094 (6,157) (2,063)
Borrowings on notes payable - related party 90,565 44,486 2,404,292
Borrowings on notes payable 340,000 632,057 1,144,543
Payments on capital lease obligations (5,002) (8,484) (24,426)
----------- ----------- -----------
Net cash provided by financing activities 427,506 878,553 3,769,846
----------- ----------- -----------

The accompanying notes are an integral part of these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

Period from
September 16, 2002
December 31, December 31, (inception) to
2007 2006 December 31, 2007
------------ ------------ ------------

(DECREASE) INCREASE IN CASH (8,710) (16,829) --

CASH, beginning of the period 8,710 25,539 --
------------ ------------ ------------

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

SUPPLEMENTAL DISCLOSURES OF
NON CASH INVESTING AND FINANCING ACTIVITIES
Furniture and equipment acquired through exchange of stock -- -- $ 30,250
============ ============ ============
Developed software acquired through exchange of stock -- -- $ 165,000
============ ============ ============
Conversion of note payable to preferred stock $ (550,957) $ 550,957 $ --
============ ============ ============
Conversion of notes payable and accrued interest into common stock $ 463,157 $ 2,281,515
============ ============ ============
Conversion of A/P into common stock 641,844 47,563 689,407
============ ============ ============
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 these financial statements.

CONTINAN COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Texxon, Inc. was incorporated on October 6, 1998, under the laws of the state of
Oklahoma. Since inception, the Company's primary focus was raising capital and
paying for the exclusive licenses. Pursuant to the Company's Share Agreement
with Teleplus, Inc.,the Company's focus is now centered on the development and
marketing of its Multinlingual Mobile Services for international travelers in
their native languages in collaboration with major wireless providers.

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. ("Company") 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.

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.

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, 2007 management expects these assets to be
fully recoverable.

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 a

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.

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 antidilutive effect on 2007 and 2006 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.

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. The Company is currently
evaluating the impact that this statement will have on its financial statements.

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. The Company is currently evaluating the
effect SFAS No. 157 will have on its consolidated financial position, liquidity,
or results of operations.

Reclassifications.
- ------------------

Certain reclassifications had been made to the 2006 financial statements to
conform to the 2007 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, 2007, has generated a net loss of $8,050,147. The accompanying
financial statements for the period ended December 31, 2007 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

Furniture and equipment consisted of the following as of December 31, 2007 and
December 31, 2006:

2007 2006
-------- --------
Furniture and fixtures $ 12,272 $ 12,272

Computers and equipment 66,212 63,452
-------- --------

Total 78,484 75,724

Less: accumulated depreciation (56,562) (40,597)
-------- --------

Machinery and equipment, net $ 21,922 $ 35,127
======== ========

Depreciation expense amounted to $15,965 for year ended December 31, 2007 and
$14,906 for the year ended December 31, 2006.

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, 2007,
the Company did not have deposits in excess of federally insured limits.

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 $593,986 and $576,568 at December 31, 2007 and December 31, 2006
respectively; Accumulated amortization amounted to $95,605 and $56,586 as of
December 31, 2007 and December 31, 2006, respectively. Amortization expense
amounted to $28,749 and $28,750 for the year ended December 31, 2007 and
December 31, 2006.

NOTE 7 - INTANGIBLE ASSETS

Intangible assets consisted of the following at December 31, 2007 and December
31, 2006:

2007 2006
--------- ---------
Patent application costs $ 60,982 $ 60,982

Website development costs 40,908 40,908

Network interconnection 5,300 5,300
--------- ---------

Total 107,190 107,190

Less: accumulated amortization (51,656) (43,016)
--------- ---------

Intangible assets, net $ 55,534 $ 64,174
========= =========

Amortization expense amounted to $8,640 for the year ended December 31, 2007 and
$12,213 for the year ended December 31, 2006.

NOTE 8 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at December 31, 2007 are as
follows:

DEFERRED TAX ASSET
FEDERAL NET OPERATING LOSS $ 1,584,092

STATE NET OPERATING LOSS 286,883
-----------

TOTAL DEFERRED TAX ASSET 1,870,975

LESS VALUATION ALLOWANCE (1,870,975)
-----------

DEFERRED TAX ASSET, NET $ --
===========

At December 31, 2007 and December 31, 2006, the Company had federal and state
net operating loss ("NOL") carryforwards of approximately $4,873,839 and
$3,573,839, respectively. Federal NOLs could, if unused, expire in 2023. State
NOLs, if unused, could expire in 2013.

The Company has provided a 100% valuation allowance on the deferred tax assets
at December 31, 2007 and December 31, 2006 to reduce such asset to zero, since
there is no assurance that the Company will generate future taxable income to
utilize such asset. Management will review this valuation allowance requirement
periodically and make adjustments as warranted.

The reconciliation of the effective income tax rate to the federal statutory
rate for the periods ended December 31, 2007 and December 31, 2006, are as
follows:

2007 2006
-------- --------
U. S. Federal Statutory rate 34.0% 34.0%

State tax rate, net of federal benefit 6.0 6.0

Less valuation allowance (40.0) (40.0)
-------- --------

Effective income tax rate --% --%
======== ========

NOTE 9 - RELATED PARTY TRANSACTIONS

Notes Payable.
- --------------

The Company has received loans from related parties. These related parties
consist of various members of management who are also shareholders. The related
parties also consist of an employee, a relative of the CEO, and a shareholder of
the Company. As of December 31, 2007 and December 31, 2006, the Company had
loans due to related parties of $284,223 and $193,658, respectively. Loans due
to related parties consisted of the following:

2007 2006
------------ -----------
Promissory note issued to Claude Buchert, CEO, on December 30, 2004 with $ 57,428 $ 5,209
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 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 contain 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 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 9,093

Promissory note issued to Celine Coicaud, employee, on December 31, 2003 with
interest of 10% with an additional payment of $9,900 due August 10, 2004 and the
remaining principal balance and accrued interest due on
December 31, 2004. -- 8,870

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. 157,702 110,486
------------ -----------

Totals notes payable - related $ 284,223 $ 193,658
============ ===========

Total interest expense for the periods ended December 31, 2007 and December 31,
2006 for related parties amounted to $22,888 and $51,990, respectively. The
Company is currently in default on various notes payable and is in the process
of negotiating settlements or payments. All notes are included in current
liabilities.

Management Fees.
- ----------------

The Company has employment agreements with two members of management through
March, 2008. These agreements are cancelable at any time by the Company or
member of management. As of December 31, 2007 and December 31, 2006, the Company
had $280,910 and $202,481, respectively, payable to management in arrears under
these agreements. Expenses related to these agreements are recorded in general
and administrative expense and amounted to $126,737 AND $100,000 for the periods
ended December 31, 2007 and December 31, 2006, respectively.

NOTE 10 - LEASES

The Company leases its office facility under a six-month lease beginning July
2007 requiring payments of $3,245 per month. The future minimum payments under
the lease are as follows:

The future minimum lease payments required under the capital leases and the
present value of the net minimum lease payments as of December 31, 2007, are as
follows:

For the Years
Ended Amount
December 31,
------------------ -----------
2008 $ 7,500
Thereafter --
-----------
7,500

Capital leases
- --------------

The Company leases certain computers under agreements that are classified as
capital leases. The cost of equipment under capital leases is included in the
balance sheets as furniture and equipment and amounted to $33,173 at December
31, 2007. Accumulated amortization of the leased equipment at December 31, 2007
was $15,613. Amortization of assets under capital leases is included in
depreciation expense.

The future minimum lease payments required under the capital leases and the
present value of the net minimum lease payments as of December 31, 2007, are as
follows:

Period Ending
December 31, Amount
------------------ -----------
2008 $ 6,251
2009 1,466
Thereafter 242
-----------
Total minimum lease payments 7,959

Less: amount representing interest (955)
-----------

Present value of net minimum lease payments 7,004

Less: current maturities of capital lease obligations (5,419)
-----------

Long-term capital lease obligations $ 1,585
===========

NOTE 11 - NOTES PAYABLE

2007 2006
--------- ---------
Promissory note issued to James Bell on May 26, 2004 in the amount or $ 25,000 $ 25,000
$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.

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 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 7,586
--------- ---------
Promissory note issued to First Bridge Capital Inc, et al on January 20,
2007, 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 890,957
--------- ---------

Total notes payable $ 978,543 $ 87,586
========= =========

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 has subscribed to 150 shares of preferred stock, which was not yet
designated .The Company still has not designated the preferred stock and is
holding the subscription.

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, 2006, 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.

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
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, 2007:

Liability
as of
Original Gain/(Loss) December
Liability Recognized Equity 31, 2007
----------- ----------- ----------- ----------

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
=========== =========== =========== ==========

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.

(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.

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.

(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.

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 a 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, 2007 is presented below for all stock
options issued to employees and non-employees.

Year Ended December 31, 2007
------------------------------------------
Weighted
Common Stock Common Stock Average
Warrants Options Exercise 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
========== ==========

NOTE 14-Subsequent Developments

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.