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): March 6, 2006
TEXXON, INC.
(Exact name of small business issuer as specified in its charter)
Oklahoma 000-49648 73-1554122
-------- --------- ----------
(State or other jurisdiction SEC File No. (IRS Employer ID No.)
of incorporation)
9801 Westheimer, Suite 302, Houston TX 77042
(Address of Principal Executive Offices, Including ZIP Code)
(713) 917-6737
(Registrant's Telephone Number, Including Area Code)
SECTION 1- REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement
On March 6, 2006 Texxon, Inc. ("Texxon") entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with TelePlus Group Inc. ("TelePlus")
and its shareholders, pursuant to which Texxon will acquire all of the 9,302,780
issued and outstanding shares of TelePlus in exchange for 81,000,000 shares of
Texxon Common Stock. In addition, the 81,000,000 shares shall not be diluted
below 62% of the issued and outstanding shares of Texxon prior to the closing of
the transactions (the "Closing").
The conditions precedent to Closing under the Share Exchange Agreement
include, among other things, due diligence by both parties; Texxon
re-domesticating as a Nevada Corporation, by merging the current Oklahoma
Corporation into a Nevada Corporation organized solely for the purpose of such
re-domestication; Texxon increasing the numbers of authorized shares of its
common stock through an amendment to the Nevada Articles of Incorporation;
Texxon canceling any commitments to issue "Class A Convertible Stock"; approval
of the transactions by the shareholders of both Texxon and TelePlus; and
TelePlus having available current audited financial statements so as to permit
Texxon to file a timely current Report on Form 8-K concerning this transaction.
The transactions are also subject to additional conditions typical of
transactions of this type.
Item 1.02 Termination of a Material Definitive Agreement
On May 4, 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.
That a condition precedent to closing the contemplated share exchange
was that V3 Global was to provide audited financial statements. V3 Global has to
provide audited financial statements and the proposed transaction cannot be
closed.
On March 2, 2006 V3 Global and Texxon entered into a Rescission
Agreement whereby the parties confirm that the Share Exchange Agreement was
never closed, and rescind ab initio the Share Exchange Agreement and execute
mutual releases.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01.
Item 5.02. Departures of Directors or Principal Officers
Sameer Mohan resigned as a Director of Texxon. The director Mohan has not
resigned due to a disagreement with Texxon or any matter relating to Texxon's
operations, policies or practices. The Director Mohan was not removed for cause.
Texxon has not elected a new Director to replace Mohan.
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: March 9, 2006 /s/ Benjamin Hansel
------------------ ----------------------------------
Benjamin Hansel
Chief Executive Officer