As Filed with the Securities Exchange Commission on March 24, 2006 Post Effective Amendment No. 1 to Registration Statement on Form S-8 (No.333-128284) ------------------------------------------------------------------------ Post Effective Amendment No. 1 To: Form S-8 Registration Statement Under the Securities Act of 1933 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) 17623 Sagemont Square Ct., Richmond, TX 77469 (Address of Principal Executive Offices, Including ZIP Code) (281) 240-8085 (Registrant's Telephone Number, Including Area Code) DEREGISTRATION OF SHARES Effective immediately upon the filing of this Post-Effective Amendment to Form S-8 Registration No.333-128284 (the "Registration Statement") Texxon Inc. (the Registrant") hereby deregisters 2,000,000 shares previously registered for sale for a Director. The deregistered shares represent shares subject to a Directors Agreement that were terminated without having been issued. As a result of an Agreement between the Company and the Director said shares have been terminated. 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 24, 2006 /s/ Benjamin Hansel ------------------ ------------------------------ Benjamin Hansel Chief Executive Officer