U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 10, 2005
TEXXON, INC.
(Exact name of small business issuer as specified in its charter)
Oklahoma 000-49648 73-1554122
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(State or other jurisdiction SEC File No. (IRS Employer ID No.)
of incorporation)
207 North Gilbert Suite 210-D, Gilbert, AZ 85234
(Address of Principal Executive Offices, Including ZIP Code)
(480) 215-0195
(Registrant's Telephone Number, Including Area Code)
SECTION 1- REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement
On May 9, 2005, an Acquisition and Share Exchange Agreement (the
"Agreement") was consummated by and between Texxon, Inc., an Oklahoma
corporation (the "Company") and V3 Global, Inc., a Texas corporation ("V3
Global"), with Texxon Inc. being the surviving corporation. The merger becomes
effective upon the filing of a Certificate of Merger with the Secretary of State
of the State of Oklahoma on May 11, 2005.
Concurrent with the execution of merger, the Company is announcing
the appointment of Benjamin Hansel as Chairman and CEO of Texxon. Sameer Mohan,
the CEO of V3 Global will remain as CEO of V3 Global the private subsidiary and
has been appointed to the Board of Directors of Texxon. Marcia Rosenbaum was
appointed to be the third director on Texxon's Board.
Pursuant to the Agreement, the stockholders of V-3 Global will receive
a total of 5,926,256 shares of the Company's common stock in exchange for all of
their shares of
common stock of V3 Global. Options to purchase a majority fifty-five percent
(55%) of V3 Global at Par Value $0.001, with a cashless provision and a term of
ten years shall be granted to V3 Global's current management team. In addition,
Mr. Mohan's new employment agreement contains an anti-dilution clause whereby
his new Texxon holdings shall not be diluted below 7.5% of Texxon.
Item 1.02 Termination of a Material Definitive Agreement
Concurrent with the execution of the merger, the Company is
announcing the resignation of Gifford M. Mabie III as the Company's Chairman and
CEO.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
(a) See Item 1.01.
Other than the Company's negotiations and discussions with representatives
of V3 Global concerning the transactions described above, there are no material
relationships between the Company and V3 Global or any of V3 Global's
affiliates, officers or directors, or any associate of any officer or director
of V3 Global.
Following the closing of the Agreement, V3 Global became a wholly-owned
subsidiary of the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
It is impractical to file financial statements and pro forma
financial information at this time. The Company will file such statements and
information as soon as practicable. It is expected that such statements and
information will be filed by amendment to this Form 8-K on or before June 30,
2005.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
TEXXON, INC.
Dated: May 10, 2005 /s/ Benjamin Hansel
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Benjamin Hansel
Chief Executive Officer