U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/Amendment #2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 8, 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)
(Address of Principal Executive Offices, Including ZIP Code)
9801 Westheimer St Suite 302, Houston, TX 77042
(Registrant's Telephone Number, Including Area Code)
(713) 917-6737
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 signed 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 and V3 Global existing as a subsidiary.
The agreement became effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Oklahoma and upon the completion of
extensive due diligence. As of August 8, 2005, the required due diligence has
been completed. On August 8, 2005 the parties amended the Agreement to extend
the closing date until August 12, 2005.
Concurrent with the signing of the share exchange agreement, Benjamin Hansel was
appointed as Chairman and CEO of Texxon. Mr. Hansel will serve on the Board of
Directors for Texxon along with Sameer Mohan, the CEO of V3 Global and Marcia
Rosenbaum.
Pursuant to the Agreement, the stockholders of V3-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. This exchange will result in 25,308,415
shares issued and outstanding for Texxon, Inc.
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 the outstanding shares of Texxon, Inc.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
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.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
As due diligence for V3 Global has just been completed and the closing date
has been extended until August 12, 2005, the Company anticipates having
financial statements 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
September 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: August 9, 2005 /s/ Benjamin Hansel
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Benjamin Hansel
Chief Executive Officer