SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2004
Commission File Number: 000-49648
Texxon, Inc.
(Name of Small Business Issuer in its charter)
Oklahoma 73-1554122
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(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
207 N. Gilbert, Suite 210-D
Gilbert, Arizona 85234
(Address of principal executive offices and Zip Code)
(480) 215-0195
(Registrant's telephone number, including area code)
With copy to:
Ronald C. Kaufman, Esq.
Kaufman & Associates
624 South Boston, 10th Floor
Tulsa, OK 74119
918-584-4463
Item 4. Changes in Registrant's Certifying Accountant
On November 15, 2004, Texxon notified Tullius Taylor Sartain and Sartain
LLP ("Tullius Taylor") the principal accountants that were engaged to audit
Texxon's financial statements, that it had been dismissed as Texxon's principal
accountants. Tullius Taylor was engaged by Texxon on March 7, 2003 and issued
reports on the financial statements of Texxon from that time through the date of
the filing of this report on Form 8-K. During the period subsequent to March 7,
2003 and preceding Tullius Taylor's dismissal, there were no disagreements
between Texxon and Tullius Taylor on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or procedusre,
which disagreement(s), if not resolved to the satisfaction of Tullius Taylor,
would have caused Tullius Taylor to make a reference to the subject matter of
the disagreement(s) in connection with its reports on Texxon's financial
statements.
Tullius Taylor's reports on Texxon's financial statements for the period
since their engagement on March 7, 2003 contained no adverse opinions or
disclaimers of opinion but were modified as to uncertainty relating to Texxon's
ability to continue as a going concern. There were no modifications relating to
audit scope or accounting principles.
Texxon requested a letter from Tullius Taylor as to whether Tullius Taylor
agrees or disagrees with the above statements and received response from Tullius
Taylor that it agrees with the above statements. Tullius Taylor's response
attesting to this agreement, dated November 17, 2004 and addressed to the
Securities and Exchange Commission is filed as an exhibit to this report on Form
8-K.
On November 15, 2004, Texxon engaged Sutton, Robinson, Freeman and Co.,
P.C. ("Sutton Robinson Freeman") to replace Tullius Taylor as Texxon's new
principal accountants to audit Texxon's financial statements. The decision to
change accountants from Tullius Taylor to Sutton Robinson Freeman was
recommended and approved by Texxon's Board of Directors.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99.6 Letter regarding Change in Certifying Accountant
Dated November 17, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXXON, INC.
/s/ Gifford M. Mabie III
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By: Gifford M. Mabie III
DATED: November 18, 2004