As filed with the Securities and Exchange Commission on December 9, 2004

--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  TEXXON, INC.
              (Exact name of small business issuer in its charter)

        Oklahoma                 0-49648                    73-1554122
        --------                 -------                    ----------
(State of incorporation)      (SEC File No.)          (IRS Employer ID No.)


                        207 N. Gilbert Road - Suite 210-D
                               Gilbert, AZ 85234
              (Address of Principal Executive Offices and Zip Code)

                                  With Copy To:
                                Ronald C. Kaufman
                              Kaufman & Associates
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463

                         Calculation of Registration Fee
<TABLE>
<CAPTION>


<S>                                           <C>               <C>          <C>          <C>

                                                                Proposed     Proposed
                                                                 Maximum      Maximum
                                               Amount to be     Offering     Aggregate    Amount of
                                              Registered (1)    Price per     Offering   Registration
Title of Securities to be Registered                            Share (2)      Price        Fee (3)
-------------------------------------------- ----------------- ------------ ------------ --------------

Common Stock, $0.001 par value..............  3,000,000 (4)       $0.15      $450,000       $57.02

</TABLE>


(1)      Pursuant to Rule 416, this amount also includes an indeterminate number
         of additional shares which may be offered and issued by reason of stock
         splits, stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. The average of the reported high and low sales prices for a
         share of Texxon, Inc. common stock on December 3, 2004 was $0.15 per
         share.
(3)      Fees are calculated by multiplying the aggregate offering price by
         .0001267 pursuant to Section 6(b) of the Securities Act.
(4)      Represents 3,000,000 shares of common stock to be issued for legal
         services.


                                       1
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
         We incorporate, or will be deemed to have incorporated, herein by
reference the following documents:

(1)  Our Quarterly Report on Form 10-QSB for the period ended September 30, 2004
     and filed with the SEC on November 22, 2004.

(2)  Our Quarterly  Report on Form 10-QSB for the period ended June 30, 2004 and
     filed with the SEC on August 13, 2004

(3)  Our Quarterly Report on Form 10-QSB for the period ended March 31, 2004 and
     filed with the SEC on May 17, 2004

(4)  Our Form 10-KSB for the period  ended  December 31, 2003 and filed with the
     SEC on April 5, 2004.

         Each document filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.
         Certain legal matters with respect to the shares of common stock being
registered pursuant to this registration statement will be passed upon by
Kaufman & Associates, PLLC. Ronald C. Kaufman, a member of Kaufman & Associates,
PLLC will be issued 3,000,000 shares of common stock which are being registered
pursuant to this Form S-8 Registration Statement.



                                       2
<PAGE>


Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

   Exhibit Number   Description of Exhibit
   --------------   ----------------------------------------------------------
        5.1         Opinion of Kaufman & Associates

        23.1        Consent of Tullius Taylor Sartain & Sartain

        23.2        Consent of Kaufman & Associates (included in Exhibit 5.1)

Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                       3
<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Oklahoma, on this 9th day of December, 2004.



                                  TEXXON, INC.


                                  /s/ GIFFORD M. MABIE, III
                                  ------------------------------
                                  Gifford M. Mabie, III
                                  President and Chief Executive Officer



                                       4
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{"company-data": {"conformed-name": "TEXXON INC", "cik": "0001114208", "assigned-sic": "1090", "irs-number": "731554122", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121115", "film-number": "041193676"}, "business-address": {"street1": "207 NORTH GILBERT", "street2": "SUITE 210-D", "city": "GILBERT", "state": "AZ", "zip": "85234", "phone": "4802150195"}, "mail-address": {"street1": "207 NORTH GILBERT", "street2": "SUITE 210-D", "city": "GILBERT", "state": "AZ", "zip": "85234"}, "former-company": {"former-conformed-name": "MABIE GIFFORD M III", "date-changed": "20010516"}}
As filed with the Securities and Exchange Commission on December 9, 2004

--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  TEXXON, INC.
              (Exact name of small business issuer in its charter)

        Oklahoma                 0-49648                    73-1554122
        --------                 -------                    ----------
(State of incorporation)      (SEC File No.)          (IRS Employer ID No.)

                        207 N. Gilbert Road - Suite 210-D
                               Gilbert, AZ 85234
              (Address of Principal Executive Offices and Zip Code)

                                  With Copy To:
                                Ronald C. Kaufman
                              Kaufman & Associates
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463

                         Calculation of Registration Fee
Proposed     Proposed
                                                                 Maximum      Maximum
                                               Amount to be     Offering     Aggregate    Amount of
                                              Registered (1)    Price per     Offering   Registration
Title of Securities to be Registered                            Share (2)      Price        Fee (3)
-------------------------------------------- ----------------- ------------ ------------ --------------

Common Stock, $0.001 par value..............  3,000,000 (4)       $0.15      $450,000       $57.02
(1)      Pursuant to Rule 416, this amount also includes an indeterminate number
         of additional shares which may be offered and issued by reason of stock
         splits, stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. The average of the reported high and low sales prices for a
         share of Texxon, Inc. common stock on December 3, 2004 was $0.15 per
         share.
(3)      Fees are calculated by multiplying the aggregate offering price by
         .0001267 pursuant to Section 6(b) of the Securities Act.
(4)      Represents 3,000,000 shares of common stock to be issued for legal
         services.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
         We incorporate, or will be deemed to have incorporated, herein by
reference the following documents:

(1)  Our Quarterly Report on Form 10-QSB for the period ended September 30, 2004
     and filed with the SEC on November 22, 2004.

(2)  Our Quarterly  Report on Form 10-QSB for the period ended June 30, 2004 and
     filed with the SEC on August 13, 2004

(3)  Our Quarterly Report on Form 10-QSB for the period ended March 31, 2004 and
     filed with the SEC on May 17, 2004

(4)  Our Form 10-KSB for the period  ended  December 31, 2003 and filed with the
     SEC on April 5, 2004.

         Each document filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.
         Certain legal matters with respect to the shares of common stock being
registered pursuant to this registration statement will be passed upon by
Kaufman & Associates, PLLC. Ronald C. Kaufman, a member of Kaufman & Associates,
PLLC will be issued 3,000,000 shares of common stock which are being registered
pursuant to this Form S-8 Registration Statement.

                                       2
Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

   Exhibit Number   Description of Exhibit
   --------------   ----------------------------------------------------------
        5.1         Opinion of Kaufman & Associates

        23.1        Consent of Tullius Taylor Sartain & Sartain

        23.2        Consent of Kaufman & Associates (included in Exhibit 5.1)

Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Oklahoma, on this 9th day of December, 2004.

                                  TEXXON, INC.

                                  /s/ GIFFORD M. MABIE, III
                                  ------------------------------
                                  Gifford M. Mabie, III
                                  President and Chief Executive Officer

                                       4