As filed with the Securities and Exchange Commission on September 13, 2005

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                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                                           73-1554122
       --------                                           ----------
(State of incorporation)                              (IRS Employer ID No.)

                           9801 Westheimer St., Suite 302
                               Houston, TX 77042
              (Address of Principal Executive Offices and Zip Code)

       Texxon, Inc. Common Stock Issued Pursuant to Employment, Directors
                      and Professional Service Agreements

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

                         Calculation of Registration Fee
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<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 (3)      Price        Fee (4)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------

Common Stock, $0.001 par value..................................    9,000,000 (2)     $0.095      $1,140,000     $134.18
                                                                    3,000,000 (3)
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(1)      Pursuant to Rule 416, this amount also includes an indeterminate number
         of additional shares that may be offered and issued by reason of stock
         splits, stock dividends or similar transactions.
(2)      Shares of Texxon, Inc. common stock and options to purchase common
         stock to be issued to non-affiliates pursuant to professional service
         agreement.
(3)      Shares of Texxon Inc. issued to officers and directors
(4)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. This estimate is based upon the average of the reported high
         and low sales prices for a share of Texxon, Inc. common stock on August
         26, 2005 as reported by the OTC Bulletin Board.
(5)      Fees are calculated by multiplying the aggregate offering price by
         .0001177 pursuant to Section 6(b) of the Securities Act.



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<PAGE>



                                   PROSPECTUS

                                  TEXXON, INC.
                           9801 Westheimer St., Suite 302
                               Houston, TX 77042
                                 (713) 917-6737

                                  THE OFFERING

         This prospectus covers the offering and sale of up to 3,000,000 shares
of common stock by the Selling Security Holders.

         At such time as the Company is listed on a market or exchange, the
Selling Security Holders may sell their common stock from time to time in the
over-the-counter market or listed exchange at the prevailing market price or in
negotiated transactions. We will receive no proceeds from the sale of common
stock by the Selling Security Holders.

         Our common stock is currently trading on the Over the Counter Bulletin
Board.

         THIS INVESTMENT involves a high degree of risk. You should invest in
the common stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page 4 of this prospectus.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

                 The date of this prospectus is September 13, 2005.


         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The Selling
Security Holders are not offering these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front page of this
prospectus.



The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

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                                TABLE OF CONTENTS


PROSPECTUS SUMMARY.........................................................................................3
RISK FACTORS...............................................................................................4
USE OF PROCEEDS...........................................................................................13
DETERMINATION OF OFFERING PRICE...........................................................................13
PLAN OF DISTRIBUTION......................................................................................14
DESCRIPTION OF SECURITIES.................................................................................14
INTEREST OF NAMED EXPERTS AND COUNSEL.....................................................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................................................16
AVAILABLE INFORMATION.....................................................................................17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................17

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                               PROSPECTUS SUMMARY

     Texxon,  Inc. (the  "Company") was  incorporated  in Oklahoma on October 6,
1998. The Company has been in the  exploration  stage since inception and has no
operating history other than organizational matters until February of 2001.

     On  May  9,  2005,  an  Acquisition  and  Share  Exchange   Agreement  (the
"Agreement') was signed by and between Texxon, Inc. 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 Agreement, Benjamin Hansel was appointed
as Chairman and CEO of Texxon.  Mr.  Hansel will serve on the Board of Directors
for Texxon, along with Marcia Rosenbaum and Sameer Mohan, the CEO of V3-Global.

     Pursuant to the Agreement,  the  stockholders  of V-3 Global will receive a
total of 5,926,256 shares of the Texxon's common stock,  resulting in 25,308,415
shares  issued and  outstanding,  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 of $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.

     Currently,  Texxon,  Inc.  has no  revenue.  As of  August  12,  2005,  the
Company's  executed agreement with V3-Global may provide a source of revenue for
the Company based on V3-Global's  potential for sales.  As such, the information
provided  below  reflects  the  anticipation  of Texxon,  Inc.  relative  to the
expected operation of V3-Global.

     V3-Global,  Inc.  is a Texas  corporation  based in  Dallas  that  plans to
provide long distance  telecommunication  services  primarily focused on clients
communicating  to foreign  locations  such as India and  Mexico.  The  Company's
potential  revenue base is comprised of  Wholesale  long  distance,  Retail long
distance and Pre-paid phone card sales.  The Company's  management team consists
of the following individuals:



                                       3
<PAGE>

         Sameer Mohan, President and CEO:
         --------------------------------
         Mr. Mohan obtained a BS in Business Telecommunications from UCLA and
         has been involved in the telecommunications industry in a variety of
         capacities for over 15 years.

         Dr. V. Vidyalal, Vice-President and Chief Technology Officer:
         -------------------------------------------------------------
         Dr. Vidyalal obtained an MS in Laser Optics and Physics and PhD in
         Physics, through Cochin University in India. Additionally, Dr. Vidyalal
         worked as Assistant Director as Sophisticated Test and Instrumentation
         Center in Cochin, India.


                                  RISK FACTORS

Some of the statements contained in this registration statement, including
information incorporated by reference, discuss future expectations, or state
other forward-looking information. Those statements are subject to known and
unknown risks, uncertainties and other factors, several of which are beyond the
Company's control that could cause the actual results to differ materially from
those contemplated by the statements. The forward-looking information is based
on various factors and was derived using numerous assumptions. In light of the
risks, assumptions, and uncertainties involved, there can be no assurance that
the forward looking information contained in this quarterly report will in fact
transpire or prove to be accurate. Please consider the following risk factors
before deciding to invest in our common stock. Investment in Texxon represents a
high degree of risk. Do not purchase Texxon stock unless you can afford to lose
part or all of your investment.



WE HAVE A LIMITED OPERATING HISTORY

We have only been operating since October 1998. Accordingly, we have a limited
operating history upon which an evaluation of our performance and prospects can
be based.


OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION. THIS MEANS WE MAY NOT BE ABLE
TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.


The Company's independent accountants have stated, in their opinion to the
audited financial statements for the period ended December 31, 2004, "the
Company has suffered recurring losses from operation and has a net capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern." This means that there is substantial doubt that we can continue
as an ongoing business without additional financing and/or generating profits on
commencement of commercial operations.


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WE MAY BE FORCED TO CURTAIL OR DISCONTINUE OUR BUSINESS DEVELOPMENT IF WE ARE
UNABLE TO SECURE ADDITIONAL FUNDS TO FINANCE OUR WORKING CAPITAL AND OTHER
REQUIREMENTS AND THE COSTS ASSOCIATED WITH THE DEVELOPMENT AND EXPANSION OF OUR
BUSINESS ENTERPRISE.

Due to our lack of an operating history and the nature of our industry, we will
have substantial future capital needs. Additional capital may be required to
fund some of all of the following:

          - day to day working capital needs;
          - unanticipated opportunities;
          - potential acquisitions;
          - changing business conditions; and
          - unanticipated competitive pressures.

We may need to forego business opportunities relating to the above events if we
do not obtain additional financing. Obtaining additional financing will be
subject to a number of factors, including market conditions, our operating
performance and investor sentiment. These factors may make the timing, amount,
terms and conditions of additional financings unattractive to us. If we are
unable to raise additional capital, our business development may be impeded.



WE MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED

There currently are no limitations on the Company's ability to borrow funds to
increase the amount of capital available to the Company to complete its business
plan. The amount and nature of any borrowings by the Company will depend on
numerous considerations, including the Company's capital requirements, the
Company's perceived ability to meet debt service on any such borrowings and the
then prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by and
in the best interests of the Company. The inability of the Company to borrow
funds required to fund operations, or to provide funds for an additional
infusion of capital, may have a material adverse effect on the Company's
financial condition and future prospects. Additionally, to the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest.

ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER FINANCIAL REPORTING ARE ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.

Although we believe that our system of disclosure controls and internal controls
over financial reporting are adequate, we cannot assure you that such controls
will prevent all errors or all instances of fraud. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,


                                       5
<PAGE>


if any, within our company will be detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.


BECAUSE OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES, THE LIQUIDITY OF THE
STOCK MAY BE RESTRICTED.

Our common stock is now and may continue to be in the future subject to the
penny stock rules under the Securities Exchange Act of 1934, as amended. These
rules regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These additional penny stock disclosure requirements are burdensome and may
reduce the trading activity in the market for our common stock. As long as the
common stock is subject to the penny stock rules, holders of our common stock
may find it more difficult to sell their securities.

Pursuant to the Share Exchange Agreement which is discussed in our 8K filing
filed May 10, 2005 and amended on August 9, 2005, Texxon has a substantial
investment and interest in its subsidiary V3 Global as such Texxon is also
subject to the risks of V3 Global which are set forth below.


                             Financial Risk Factors


BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN
THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT
BEGIN GENERATING A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OEPRATIONS. AS A
RESULT, YOU MAY LOSE YOUR INVESTMENT.

     At June 30, 2005 we had recorded total revenues of $22,608,827 since
inception although as of the date of this filing we have never been profitable
and have no sales have been generated for 2005. Therefore, we must continue to



                                       6
<PAGE>


raise money from investors to fund our operations or become profitable. In order
to become profitable, we will need to generate significant revenues to offset
our cost of revenues, sales and marketing, research and development and general
and administrative expenses. We may not achieve or sustain our revenue or profit
objectives and our losses may continue or increase in the future in which case
you might lose your investment.


                              Industry Risk Factors


BECAUSE WE DEPEND ON A LIMITED NUMBER OF THIRD PARTIES TO MANUFACTURE AND SUPPLY
CRITICAL COMPONENTS FOR OUR PRODUCTS AND SERVICES, IF THE THIRD PARTY
MANUFACTURER SHOULD CEASE OPERATIONS OR REFUSE TO SELL COMPONENTS TO US, WE MAY
HAVE TO SUSPEND OR CEASE OPERATIONS. AS A RESULT, YOU MAY LOSE YOUR INVESTMENT.


If our suppliers do not execute their obligations, or if they stop manufacturing
and supplying components critical for our products and services, we may be not
be capable of finding other suppliers or operate our business. We rely on
limited suppliers for a number of key components and do not have long-term
agreements with any of our suppliers. If our agreements with these suppliers
were terminated or expired, if we were unable to obtain adequate quantities of
components critical for our products and services, if the quality of these
components was inadequate, or if the terms for supply of these components became
commercially unreasonable, our search for additional or alternate suppliers
could result in significant delays, added expense and our inability to maintain
or expand our business. Any of these events could require us to take unforeseen
actions or devote additional resources to provide our products and services and
could harm our ability to compete effectively. As a result, you could lose your
investment.


IF WE CANNOT DELIVER THE FEATURES AND FUNCTIONALITY OUR CUSTOMERS DEMAND, WE
WILL BE UNABLE TO ATTRACT CUSTOMERS WHICH WILL RESULT IN A LOSS OF INCOME AND
EVENTUALLY A TERMINATION OF OUR OPERATIONS. AS A RESULT YOU COULD LOSE YOUR
INVESTMENT.


Our future success depends upon our ability to determine the features and
functionality our customers demand and to design and implement services that
meet their needs in a cost efficient manner. We cannot assure that we will be
able to successfully determine customer requirements or that our current or
future services will adequately satisfy customer demands. If we cannot meet our
customers' demands, we will not generate revenues and may have to cease or
suspend operations. As a result, you could lose your investment.




BECAUSE WE DO NOT HAVE ANY PATENTS, WE RELY ON TRADE SECRETS, CONFIDENTIALITY
AGREEMENTS AND CONTRACTUAL AGREEMENTS WHICH MAY NOT BE ADEQUATE TO PROTECT OUR
PROPRIETARY INTERESTS. IF OUR PROPRIETARY INTERESTS ARE DIVULGED TO THE PUBLIC,
WE MAY LOSE OUR COMPETITIVE EDGE AND HAVE TO CEASE OPERATIONS.



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<PAGE>


We have not obtained patents for our products. There is no assurance that third
party competitors will not obtain access of our technical information and
exploit it for their own benefit. In order to protect our propriety rights, we
will have to obtain patents or file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that the parties enjoined will comply with the injunctions. Further, we may not
have adequate funds available to prosecute actions to protect or to defend our
proprietary rights, in which case those using our proprietary rights may
continue to do so in the future.


OUR TRADEMARKS MAY NOT GIVE US ADEQUATE PROTECTION. AS A RESULT, THIRD PARTIES
MAY APPROPRIATE OUR TRADEMARKS WHICH MAY REDUCE OUR COMPETITIVE EDGE AND CAUSE
OUR REVENUES TO DECREASE.


We have applied for and received trademarks. There is no assurance, however,
that third parties may not infringe on our trademarks. In order to protect our
trademark rights, we may have to file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that those infringing on our trademarks will comply with the injunctions.
Further, we may not have adequate funds available to prosecute actions to
protect or to defend our trademarks, in which case those infringing on our
trademarks could continue to do so in the future.


CLAIMS THAT WE INFRINGE THIRD-PARTY PROPRIETARY RIGHTS COULD RESULT IN
SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO PROVIDE OUR SERVICES.

Third parties may claim that our current or future products or services infringe
their proprietary rights or assert other claims against us. As the number of
entrants into our market increases, the possibility of an intellectual property
or other claim against us grows. Any intellectual property or other claim, with
or without merit, would be time-consuming and expensive to litigate or settle
and could divert management attention from focusing on our core business. As a
result of such a dispute, we may have to pay damages, incur substantial legal
fees, develop costly non-infringing technology, if possible, or enter into
license agreements, which may not be available on terms acceptable to us, if at
all.


FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES COULD RESULT IN INCREASED
PRODUCT COSTS AND OPERATING EXPENSES.


We have a call center that is located outside the U.S. in India. In addition we
rely upon citizens of India as customers for revenue. Our functional currency is
the U.S. dollar and we report our results in U.S. dollars. Fluctuations in the
value of the Indian Currency and U.S. dollars are difficult to predict and can
cause us to incur currency exchange costs. We cannot predict the effect of
exchange rate fluctuations on our future operating results.



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THE TECHNOLOGY THAT ALLOWS VOICE COMMUNICATIONS OVER THE INTERNET IS IN ITS
INFANCY, AND THE QUALITY OF INTERNET TELEPHONE CALLS NEEDS IMPROVEMENT. CALLERS
COULD EXPERIENCE DELAYS, ERRORS IN TRANSMISSIONS, OR OTHER INTERRUPTIONS IN
SERVICE. ALL OF WHICH COULD NEGATIVELY IMPACT OUR FUTURE REVENUES, REPUTATION
AND BRAND.

The technology that allows voice communications over the Internet is still in
its infancy. Historically, the sound quality of Internet telephone calls was
poor. As the industry has grown, sound quality has improved, but the technology
requires additional refinement. Additionally, the Internet's capacity
constraints may impede the acceptance of Internet telephony. Callers could
experience delays, errors in transmissions or other interruptions in service
that are beyond our control. The quality issues inherent in Internet telephony
could negatively impact our future revenues, reputation and brand.


COMPETITION COULD REDUCE ANY MARKET SHARE THAT WE MAY BE ABLE TO ACQUIRE IN THE
FUTURE AND DECREASE OUR REVENUES.

The market for Internet and traditional long distance telephony services is
extremely competitive. Many companies offer products and services similar to
ours, which are directly competitive to our product and services in our target
markets, and many of these companies have a substantial presence in the markets
we plan to serve. In addition, many of these companies are larger than we are
and have substantially greater financial, distribution and marketing resources
than we do. We therefore may not be able to compete successfully with these
companies. If we do not succeed in competing with these companies, we may not be
able to efficiently acquire customers or we could likely lose any customers
acquired and any potential revenue will be substantially reduced.

COMPETITORS MAY BE ABLE TO BUNDLE SERVICES AND PRODUCTS THAT WE DO NOT INTEND TO
OFFER TOGETHER WITH LONG DISTANCE OR INTERNET TELEPHONY SERVICES, WHICH WOULD
SIGNIFICANTLY REDUCE OUR POTENTIAL TO GENERATE REVENUES AND WOULD DAMAGE ANY
BRAND AND NAME RECOGNITION WE MAY BE ABLE TO ESTABLISH IN THE FUTURE.

Competitors may be able to bundle services and products that we do not intend to
offer together with long distance or Internet telephony services. These services
could include wireless communications, voice and data services, Internet access
and cable television. This form of bundling would put us at a competitive
disadvantage if these providers can combine a variety of service offerings at a
single attractive price. In addition, some of the telecommunications and other
companies that compete with our proposed product and services may be able to
provide customers with lower communications costs or other packaged incentives
with their services, reducing the overall cost of their communications packages,
and significantly increasing pricing pressures on the product and services we
intend to offer. This form of competition could significantly reduce our
potential to generate revenues. Furthermore, if our potential customers do not
perceive our services to be effective or of high quality, any brand and name
recognition we may be able to establish in the future would suffer.

OUR POTENTIAL FOR SUCCESS DEPENDS GREATLY ON OUR ABILITY TO HANDLE A LARGE
NUMBER OF SIMULTANEOUS CALLS, WHICH OUR NETWORK SYSTEMS MAY NOT BE ABLE TO
ACCOMMODATE. THIS COULD HURT OUR REPUTATION AND WE COULD LOSE CUSTOMERS.

We expect the volume of simultaneous calls to be quite significant as we


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commence our operations. Our potential for success will depend greatly on our
ability to handle a large number of simultaneous calls. Our proposed network
hardware and software may not be able to accommodate this volume. If we fail to
maintain an appropriate level of operational performance, or if our service is
disrupted, our reputation could be hurt and we could lose customers.
Additionally, our management team does not have experience with deployment of
hardware and software systems of this nature and intends to rely on third
parties for their expertise.

OUR INABILITY TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE FOR OUR SERVICES AT
DESIRED PRICING LEVELS COULD HARM OUR BUSINESS, FINANCIAL CONDITION AND
OPERATING RESULTS.

Prices for telecommunications services have historically fallen and we expect
this trend to continue. Consequently, we cannot predict to what extent we may
need to reduce our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar services at lower prices. Our failure to achieve or sustain market
acceptance at desired pricing levels could impair our ability to generate
revenues, which would harm our business, financial condition and operating
results.


CONDUCTING BUSINESS IN INDIA OR ANY INTERNATIONAL MARKET SUBJECTS US TO A
VARIETY OF RISKS, ANY OF WHICH COULD SERIOUSLY HARM OUR BUSINESS, FINANCIAL
CONDITION, AND RESULTS OF OPERATIONS.

Our initial efforts, with respect to the V3 Global's products and services, are
subject to a variety of risks associated with conducting business
internationally, any of which could seriously harm our business, financial
condition, and results of operation. The risks include: (1) import or export
licensing and product certification requirements; (2) tariffs, duties, price
controls or other restrictions on foreign currencies or trade barriers imposed
by foreign countries, especially on technology; (3) potential adverse tax
consequences, including restrictions on repatriation of earnings; (4) seasonal
reductions in business activity in certain parts of the world; (5) fluctuations
in foreign currency exchange rates, which could make our product relatively more
expensive in foreign markets; (6) changes in regulatory requirements; (7)
burdens of complying with and enforcing a wide variety of foreign laws,
particularly with respect to intellectual property and license requirements; (8)
difficulties and costs of staffing and managing foreign operations; (9)
political instability; (10) interruption of service due to damaged phone lines
which cover extreme distances and the inability or significant difficulty,
requiring extensive amounts of time and money, of foreign governments to be able
to repair them; and (11) the impact of recessions in economies outside of the
United States. There can be no assurance that fluctuating international market
factors will not adversely affect our plan to implement operations in such
markets.

IF WE DO NOT CONTINUALLY ADAPT TO TECHNOLOGICAL CHANGE, WE COULD LOSE CUSTOMERS
AND MARKET SHARE.

The telecommunications industry is characterized by:

          - rapid technological change,
          - frequent new service introductions,



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          - intense competition on pricing, and
          - evolving industry standards.

Our inability to anticipate these changes and to respond quickly by offering
services that meet or compete with these evolving standards could negatively
affect our chances for success. There can be no assurance that we will have
sufficient resources to make the necessary investments or to introduce new
services that would satisfy an expanded range of customer needs. Any failure by
us to obtain new technology could cause us to lose customers and market share
and could hamper our ability to attract new customers.

COMPETITION IN THE TELECOMMUNICATIONS INDUSTRY IS INTENSE, AND WE MAY NOT BE
ABLE TO COMPETE SUCCESSFULLY.

The telecommunications industry is highly competitive. Major participants in the
industry regularly introduce new services and marketing activities. Competition
in the long distance business is based upon pricing, customer service, billing
services and perceived quality. We compete against numerous telecommunications
companies that offer essentially the same services as we do. Several of our
competitors are substantially larger and have greater financial, technical and
marketing resources than we do. Our success will depend upon our continued
ability to provide high quality, high value services at prices generally
competitive with, or lower than, those charged by our competitors.

The major carriers have targeted price plans at residential customers with
significantly simplified rate structures and with bundles of wireless services
and local services with long distance, which may lower overall long distance
prices. Competition is fierce for the small to medium-sized businesses that we
serve. Additional pricing pressure may also come from the introduction of new
technologies, such as internet telephony, which seek to provide voice
communications at a cost below that of traditional circuit-switched long
distance service. Reductions in prices charged by competitors may have a
material adverse effect on us. In addition, the ability of competitors to
develop online billing and information systems that are comparable to our
systems may have a material adverse effect on our business.

Consolidation and alliances across geographic regions and in the long distance
market and across industry segments may also intensify competition from
significantly larger, well-capitalized carriers.

There can be no assurance that we will be able to compete successfully.


CUSTOMER ATTRITION COULD HARM OUR FINANCIAL PERFORMANCE.

Purchasers of our long distance services are not obligated to purchase any
minimum amount of our services, and can stop using our service at any time and
without penalty. Our customers may not continue to buy their long distance
telephone service through us or through independent carriers and marketing
companies that purchase services from us. If a significant portion of our
customers were to decide to purchase long distance service from other long
distance service providers, our operating results could be harmed. A high level
of customer attrition is common in the long distance industry, and our financial
results are affected by this attrition. Attrition is attributable to a variety
of factors, including our termination of customers for nonpayment and the
initiatives of existing and new competitors who, to attract new customers, may



                                       11
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implement national advertising campaigns, utilize telemarketing programs, and
provide cash payments and other forms of incentives.

AN ADVERSE CHANGE IN OUR RELATIONSHIPS WITH THIRD PARTY CARRIERS COULD HARM OUR
BUSINESS.

We obtain services from various long distance and local carriers of
telecommunications services for their own network services and their reselling
operations. If carriers choose not to enter into agreements with us, terminate
existing contracts with us, reduce the level or type of telecommunication
services they offer, or refuse to negotiate cost reductions to meet competitive
prices, it could have a material adverse effect on our financial condition and
results of operations.

OUR COMPANY'S NEED TO COMPLY WITH EXTENSIVE GOVERNMENT REGULATION COULD INCREASE
OUR COSTS AND SLOW OUR GROWTH.

The provision of telecommunications services is subject to significant
regulation at the federal, state and local levels. Delays in receiving required
regulatory approvals, or the enactment of new adverse regulation or regulatory
requirements, may slow our growth and have a material adverse effect upon our
business.

The FCC exercises jurisdiction over us with respect to interstate and
international services. We must obtain, and have obtained, prior FCC
authorization for the provision, including by resale, of international long
distance services.

State regulatory commissions exercise jurisdiction over us because we also
provide intrastate services. We are authorized to provide intrastate
telecommunications services in the states in which we are currently operational.
We may be required to obtain additional state regulatory authorizations, if and
when we seek to build our own network segments, or if and when we may provide
new regulated intrastate telecommunications offerings not covered by its
existing authorizations.

Restrictions on the marketing of telecommunications services are becoming
stricter in the wake of widespread consumer complaints throughout the industry
about "slamming" -- the unauthorized conversion of a customer's pre-selected
telecommunications carrier and "cramming" the unauthorized provision of
additional telecommunications services. The constraints of federal and state
regulation, as well as increased FCC, FTC and state attention, could limit the
scope and the success of our marketing efforts and subject us to enforcement
action.

DEREGULATION OF THE TELECOMMUNICATION BUSINESS INVOLVES UNCERTAINTIES, AND THE
RESOLUTION OF THESE UNCERTAINTIES COULD ADVERSELY AFFECT OUR BUSINESS.

The Telecommunications Act provides for a significant deregulation of the
domestic telecommunications industry, including the long distance industry. The
Telecommunications Act remains subject to judicial review and additional FCC
rulemaking, and thus it is difficult to predict what effect the legislation will
have on us and our operations. There are currently many regulatory actions
underway and being contemplated by federal and state authorities regarding
interconnection pricing and other issues that could result in significant



                                       12
<PAGE>


changes to the business conditions in the telecommunications industry. We cannot
assure you that these changes will not have a material adverse effect upon our
business.




                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
Selling Security Holders.


                         DETERMINATION OF OFFERING PRICE

         At such time as the Company is listed on a market or exchange, the
Selling Security Holders may sell their common stock from time to time in the
over-the-counter market or listed exchange at the prevailing market price The
offering price of the securities for registration fee purposes was calculated
based on the most recent sale of the Company's common stock at $0.09. per share
and was not computed based on the assets, historical operating performance or
other conventional means and should not be construed to indicate any
relationship thereto.



                                        8
<PAGE>



                            SELLING SECURITY HOLDERS

     The shares being offered by the Selling Security Holder's were acquired by
them pursuant to consulting agreements. The following table and discussion sets
forth certain information with respect to the selling security holders.

<TABLE>
<CAPTION>


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

                                                                      Shares of
                                                                      Common       Percent
                        Relationship   Shares of                      Stock        Of Shares
                        with Company   Common Stock   Number of       Owned        Owned
Selling Security        during past    Owned Before   Shares          After This   After
Holder                  three years    This Offering  Offered (1)     Offering     Offering
----------------------- -------------- -------------- --------------- ------------ -----------
Sameer Mohan            Director       1,000,000      1,000,000       0            0
Benjamen Hansel         Director       2,000,000      2,000,000       0            0
                                       -------------- --------------- ------------ -----------
Total                                  3,000,000      3,000,000       0            0
</TABLE>


(1)    Assumes all common shares are sold pursuant to this offering. Selling
       shareholder, however, may choose to sell only a portion or none of his
       shares of common stock. There are currently no agreements, arrangements
       or understandings with respect to the sale of any of the shares of common
       stock.





                                       13
<PAGE>

                              PLAN OF DISTRIBUTION

         We are registering securities on behalf of the Selling Security
Holders. All costs, expenses and fees in connection with the registration of
such securities will be paid by us. We estimate such costs, expenses and fees to
be $2,500. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of securities will be paid by the Selling Security
Holders.

         The Selling Security Holder's may sell up to 3,000,000 shares of common
stock from time to time. Each Selling Security Holder may sell his shares (1) in
market transactions at such time as the Company's common stock commences trading
on a listed exchange or market , to a broker-dealer, including a market maker,
who purchases the shares for its own account, in private transactions, or by
gift. Each Selling Security Holder may also pledge his shares from time to time,
and the lender may sell the shares upon foreclosure.

         The decision to sell any securities is within the discretion of the
Selling Security Holder. Each is free to offer and sell his securities at times,
in a manner and at prices as he determines.

         Each Selling Security Holder may sell the shares at a negotiated price
or at the market price or both. He may sell his shares directly to a purchaser
or he may use a broker. If a broker is used, the Selling Security Holder may pay
a brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
Selling Security Holders for the sale of any of their shares.

         Each Selling Security Holder and broker-dealers, if any, acting in
connection with sales by the Selling Security Holder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.


         We have advised the selling shareholder that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
his sales in the market. We have furnished the Selling Security Holders with a
copy of regulation M, and we have informed them that they should deliver a copy
of this prospectus when they sell any shares.

                            DESCRIPTION OF SECURITIES

         Texxon is authorized to issue up to 45,000,000 shares of common stock,
par value $0.001 per share, of which 20,382,159 shares were issued and
outstanding prior to this offering. Texxon is also authorized to issue up to
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which there
are no shares are outstanding. There is no present intent to issue any Preferred
Stock.

         Voting Rights. Holders of shares of common stock are entitled to one
vote per share on all matters submitted to a vote of the shareholders. Shares of


                                       14
<PAGE>



Common Stock do not have cumulative voting rights, which means that the holders
of a majority of the shareholder votes eligible to vote and voting for the
election for the Board of Directors can elect all members of the Board of
Directors. Holders of a majority of the issued and outstanding share of Common
Stock may take action by written consent without a meeting.

         Dividend Rights. Holders of record of shares of common stock are
entitled to receive dividends which and if declared by the Board of Directors.
To date, Texxon has not paid cash dividends on its common stock. Holders of
common stock are entitled to receive such dividends as may be declared and paid
from time to time by the Board of Directors out of funds legally available for
dividends. Texxon intends to retain any earnings from the operation and
expansion of its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash dividends
will depend upon future earnings, results of operations, capital requirements,
Texxon's financial condition and such other factors as the Board of Directors
may consider.

         Liquidation Rights. Upon any liquidation, dissolution or winding up of
Texxon, holders of share of common stock are entitled to receive pro rata all of
the assets of Texxon available for distribution to shareholders after
liabilities are paid and distributions are made to the holders of Texxon's
preferred stock.

         Preemptive Rights. Holders of common stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of Texxon.




                                       15
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

(1)  Our Form  10-QSB for the period  ended June 30,  2005 filed with the SEC on
     May 23, 2005
(2)  Our Form  10-QSB for the period  ended March 31, 2005 filed with the SEC on
     August 2, 2005
(3)  Our Form 10-KSB and 10-K/A for the period ended December 31, 2004 and filed
     with the SEC on March 11, 2005 and March 17, 2005, respectively.


         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.

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.




                                       16
<PAGE>



Item 8. Exhibits.
   Exhibit Number   Description of Exhibit

        5.1         Opinion of Kaufman & Associates

        23.1        Consent of Sutton Robinson Freeman and Company, PC

        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.

         (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.




                                       17
<PAGE>


                                   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 13th day of September, 2005.


                            TEXXON, INC.



                            By:  /s/ Benjamin Hansel
                            --------------------------
                            Benjamin Hansel
                            President



                                       18
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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": "333-128284", "film-number": "051082433"}, "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 September 13, 2005

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

                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                                           73-1554122
       --------                                           ----------
(State of incorporation)                              (IRS Employer ID No.)

                           9801 Westheimer St., Suite 302
                               Houston, TX 77042
              (Address of Principal Executive Offices and Zip Code)

       Texxon, Inc. Common Stock Issued Pursuant to Employment, Directors
                      and Professional Service Agreements

                                  With Copy To:
                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          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 (3)      Price        Fee (4)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------

Common Stock, $0.001 par value..................................    9,000,000 (2)     $0.095      $1,140,000     $134.18
                                                                    3,000,000 (3)
(1)      Pursuant to Rule 416, this amount also includes an indeterminate number
         of additional shares that may be offered and issued by reason of stock
         splits, stock dividends or similar transactions.
(2)      Shares of Texxon, Inc. common stock and options to purchase common
         stock to be issued to non-affiliates pursuant to professional service
         agreement.
(3)      Shares of Texxon Inc. issued to officers and directors
(4)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. This estimate is based upon the average of the reported high
         and low sales prices for a share of Texxon, Inc. common stock on August
         26, 2005 as reported by the OTC Bulletin Board.
(5)      Fees are calculated by multiplying the aggregate offering price by
         .0001177 pursuant to Section 6(b) of the Securities Act.

                                       1
PROSPECTUS

                                  TEXXON, INC.
                           9801 Westheimer St., Suite 302
                               Houston, TX 77042
                                 (713) 917-6737

                                  THE OFFERING

         This prospectus covers the offering and sale of up to 3,000,000 shares
of common stock by the Selling Security Holders.

         At such time as the Company is listed on a market or exchange, the
Selling Security Holders may sell their common stock from time to time in the
over-the-counter market or listed exchange at the prevailing market price or in
negotiated transactions. We will receive no proceeds from the sale of common
stock by the Selling Security Holders.

         Our common stock is currently trading on the Over the Counter Bulletin
Board.

         THIS INVESTMENT involves a high degree of risk. You should invest in
the common stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page 4 of this prospectus.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

                 The date of this prospectus is September 13, 2005.

         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The Selling
Security Holders are not offering these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front page of this
prospectus.

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.
2
TABLE OF CONTENTS

PROSPECTUS SUMMARY.........................................................................................3
RISK FACTORS...............................................................................................4
USE OF PROCEEDS...........................................................................................13
DETERMINATION OF OFFERING PRICE...........................................................................13
PLAN OF DISTRIBUTION......................................................................................14
DESCRIPTION OF SECURITIES.................................................................................14
INTEREST OF NAMED EXPERTS AND COUNSEL.....................................................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................................................16
AVAILABLE INFORMATION.....................................................................................17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................17
PROSPECTUS SUMMARY

     Texxon,  Inc. (the  "Company") was  incorporated  in Oklahoma on October 6,
1998. The Company has been in the  exploration  stage since inception and has no
operating history other than organizational matters until February of 2001.

     On  May  9,  2005,  an  Acquisition  and  Share  Exchange   Agreement  (the
"Agreement') was signed by and between Texxon, Inc. 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 Agreement, Benjamin Hansel was appointed
as Chairman and CEO of Texxon.  Mr.  Hansel will serve on the Board of Directors
for Texxon, along with Marcia Rosenbaum and Sameer Mohan, the CEO of V3-Global.

     Pursuant to the Agreement,  the  stockholders  of V-3 Global will receive a
total of 5,926,256 shares of the Texxon's common stock,  resulting in 25,308,415
shares  issued and  outstanding,  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 of $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.

     Currently,  Texxon,  Inc.  has no  revenue.  As of  August  12,  2005,  the
Company's  executed agreement with V3-Global may provide a source of revenue for
the Company based on V3-Global's  potential for sales.  As such, the information
provided  below  reflects  the  anticipation  of Texxon,  Inc.  relative  to the
expected operation of V3-Global.

     V3-Global,  Inc.  is a Texas  corporation  based in  Dallas  that  plans to
provide long distance  telecommunication  services  primarily focused on clients
communicating  to foreign  locations  such as India and  Mexico.  The  Company's
potential  revenue base is comprised of  Wholesale  long  distance,  Retail long
distance and Pre-paid phone card sales.  The Company's  management team consists
of the following individuals:

                                       3
Sameer Mohan, President and CEO:
         --------------------------------
         Mr. Mohan obtained a BS in Business Telecommunications from UCLA and
         has been involved in the telecommunications industry in a variety of
         capacities for over 15 years.

         Dr. V. Vidyalal, Vice-President and Chief Technology Officer:
         -------------------------------------------------------------
         Dr. Vidyalal obtained an MS in Laser Optics and Physics and PhD in
         Physics, through Cochin University in India. Additionally, Dr. Vidyalal
         worked as Assistant Director as Sophisticated Test and Instrumentation
         Center in Cochin, India.

                                  RISK FACTORS

Some of the statements contained in this registration statement, including
information incorporated by reference, discuss future expectations, or state
other forward-looking information. Those statements are subject to known and
unknown risks, uncertainties and other factors, several of which are beyond the
Company's control that could cause the actual results to differ materially from
those contemplated by the statements. The forward-looking information is based
on various factors and was derived using numerous assumptions. In light of the
risks, assumptions, and uncertainties involved, there can be no assurance that
the forward looking information contained in this quarterly report will in fact
transpire or prove to be accurate. Please consider the following risk factors
before deciding to invest in our common stock. Investment in Texxon represents a
high degree of risk. Do not purchase Texxon stock unless you can afford to lose
part or all of your investment.

WE HAVE A LIMITED OPERATING HISTORY

We have only been operating since October 1998. Accordingly, we have a limited
operating history upon which an evaluation of our performance and prospects can
be based.

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION. THIS MEANS WE MAY NOT BE ABLE
TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

The Company's independent accountants have stated, in their opinion to the
audited financial statements for the period ended December 31, 2004, "the
Company has suffered recurring losses from operation and has a net capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern." This means that there is substantial doubt that we can continue
as an ongoing business without additional financing and/or generating profits on
commencement of commercial operations.

                                       4
WE MAY BE FORCED TO CURTAIL OR DISCONTINUE OUR BUSINESS DEVELOPMENT IF WE ARE
UNABLE TO SECURE ADDITIONAL FUNDS TO FINANCE OUR WORKING CAPITAL AND OTHER
REQUIREMENTS AND THE COSTS ASSOCIATED WITH THE DEVELOPMENT AND EXPANSION OF OUR
BUSINESS ENTERPRISE.

Due to our lack of an operating history and the nature of our industry, we will
have substantial future capital needs. Additional capital may be required to
fund some of all of the following:

          - day to day working capital needs;
          - unanticipated opportunities;
          - potential acquisitions;
          - changing business conditions; and
          - unanticipated competitive pressures.

We may need to forego business opportunities relating to the above events if we
do not obtain additional financing. Obtaining additional financing will be
subject to a number of factors, including market conditions, our operating
performance and investor sentiment. These factors may make the timing, amount,
terms and conditions of additional financings unattractive to us. If we are
unable to raise additional capital, our business development may be impeded.

WE MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED

There currently are no limitations on the Company's ability to borrow funds to
increase the amount of capital available to the Company to complete its business
plan. The amount and nature of any borrowings by the Company will depend on
numerous considerations, including the Company's capital requirements, the
Company's perceived ability to meet debt service on any such borrowings and the
then prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by and
in the best interests of the Company. The inability of the Company to borrow
funds required to fund operations, or to provide funds for an additional
infusion of capital, may have a material adverse effect on the Company's
financial condition and future prospects. Additionally, to the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest.

ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER FINANCIAL REPORTING ARE ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.

Although we believe that our system of disclosure controls and internal controls
over financial reporting are adequate, we cannot assure you that such controls
will prevent all errors or all instances of fraud. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,

                                       5
if any, within our company will be detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

BECAUSE OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES, THE LIQUIDITY OF THE
STOCK MAY BE RESTRICTED.

Our common stock is now and may continue to be in the future subject to the
penny stock rules under the Securities Exchange Act of 1934, as amended. These
rules regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These additional penny stock disclosure requirements are burdensome and may
reduce the trading activity in the market for our common stock. As long as the
common stock is subject to the penny stock rules, holders of our common stock
may find it more difficult to sell their securities.

Pursuant to the Share Exchange Agreement which is discussed in our 8K filing
filed May 10, 2005 and amended on August 9, 2005, Texxon has a substantial
investment and interest in its subsidiary V3 Global as such Texxon is also
subject to the risks of V3 Global which are set forth below.

                             Financial Risk Factors

BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN
THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT
BEGIN GENERATING A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OEPRATIONS. AS A
RESULT, YOU MAY LOSE YOUR INVESTMENT.

     At June 30, 2005 we had recorded total revenues of $22,608,827 since
inception although as of the date of this filing we have never been profitable
and have no sales have been generated for 2005. Therefore, we must continue to

                                       6
raise money from investors to fund our operations or become profitable. In order
to become profitable, we will need to generate significant revenues to offset
our cost of revenues, sales and marketing, research and development and general
and administrative expenses. We may not achieve or sustain our revenue or profit
objectives and our losses may continue or increase in the future in which case
you might lose your investment.

                              Industry Risk Factors

BECAUSE WE DEPEND ON A LIMITED NUMBER OF THIRD PARTIES TO MANUFACTURE AND SUPPLY
CRITICAL COMPONENTS FOR OUR PRODUCTS AND SERVICES, IF THE THIRD PARTY
MANUFACTURER SHOULD CEASE OPERATIONS OR REFUSE TO SELL COMPONENTS TO US, WE MAY
HAVE TO SUSPEND OR CEASE OPERATIONS. AS A RESULT, YOU MAY LOSE YOUR INVESTMENT.

If our suppliers do not execute their obligations, or if they stop manufacturing
and supplying components critical for our products and services, we may be not
be capable of finding other suppliers or operate our business. We rely on
limited suppliers for a number of key components and do not have long-term
agreements with any of our suppliers. If our agreements with these suppliers
were terminated or expired, if we were unable to obtain adequate quantities of
components critical for our products and services, if the quality of these
components was inadequate, or if the terms for supply of these components became
commercially unreasonable, our search for additional or alternate suppliers
could result in significant delays, added expense and our inability to maintain
or expand our business. Any of these events could require us to take unforeseen
actions or devote additional resources to provide our products and services and
could harm our ability to compete effectively. As a result, you could lose your
investment.

IF WE CANNOT DELIVER THE FEATURES AND FUNCTIONALITY OUR CUSTOMERS DEMAND, WE
WILL BE UNABLE TO ATTRACT CUSTOMERS WHICH WILL RESULT IN A LOSS OF INCOME AND
EVENTUALLY A TERMINATION OF OUR OPERATIONS. AS A RESULT YOU COULD LOSE YOUR
INVESTMENT.

Our future success depends upon our ability to determine the features and
functionality our customers demand and to design and implement services that
meet their needs in a cost efficient manner. We cannot assure that we will be
able to successfully determine customer requirements or that our current or
future services will adequately satisfy customer demands. If we cannot meet our
customers' demands, we will not generate revenues and may have to cease or
suspend operations. As a result, you could lose your investment.

BECAUSE WE DO NOT HAVE ANY PATENTS, WE RELY ON TRADE SECRETS, CONFIDENTIALITY
AGREEMENTS AND CONTRACTUAL AGREEMENTS WHICH MAY NOT BE ADEQUATE TO PROTECT OUR
PROPRIETARY INTERESTS. IF OUR PROPRIETARY INTERESTS ARE DIVULGED TO THE PUBLIC,
WE MAY LOSE OUR COMPETITIVE EDGE AND HAVE TO CEASE OPERATIONS.

                                       7
We have not obtained patents for our products. There is no assurance that third
party competitors will not obtain access of our technical information and
exploit it for their own benefit. In order to protect our propriety rights, we
will have to obtain patents or file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that the parties enjoined will comply with the injunctions. Further, we may not
have adequate funds available to prosecute actions to protect or to defend our
proprietary rights, in which case those using our proprietary rights may
continue to do so in the future.

OUR TRADEMARKS MAY NOT GIVE US ADEQUATE PROTECTION. AS A RESULT, THIRD PARTIES
MAY APPROPRIATE OUR TRADEMARKS WHICH MAY REDUCE OUR COMPETITIVE EDGE AND CAUSE
OUR REVENUES TO DECREASE.

We have applied for and received trademarks. There is no assurance, however,
that third parties may not infringe on our trademarks. In order to protect our
trademark rights, we may have to file lawsuits and obtain injunctions. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that those infringing on our trademarks will comply with the injunctions.
Further, we may not have adequate funds available to prosecute actions to
protect or to defend our trademarks, in which case those infringing on our
trademarks could continue to do so in the future.

CLAIMS THAT WE INFRINGE THIRD-PARTY PROPRIETARY RIGHTS COULD RESULT IN
SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO PROVIDE OUR SERVICES.

Third parties may claim that our current or future products or services infringe
their proprietary rights or assert other claims against us. As the number of
entrants into our market increases, the possibility of an intellectual property
or other claim against us grows. Any intellectual property or other claim, with
or without merit, would be time-consuming and expensive to litigate or settle
and could divert management attention from focusing on our core business. As a
result of such a dispute, we may have to pay damages, incur substantial legal
fees, develop costly non-infringing technology, if possible, or enter into
license agreements, which may not be available on terms acceptable to us, if at
all.

FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES COULD RESULT IN INCREASED
PRODUCT COSTS AND OPERATING EXPENSES.

We have a call center that is located outside the U.S. in India. In addition we
rely upon citizens of India as customers for revenue. Our functional currency is
the U.S. dollar and we report our results in U.S. dollars. Fluctuations in the
value of the Indian Currency and U.S. dollars are difficult to predict and can
cause us to incur currency exchange costs. We cannot predict the effect of
exchange rate fluctuations on our future operating results.

                                       8
THE TECHNOLOGY THAT ALLOWS VOICE COMMUNICATIONS OVER THE INTERNET IS IN ITS
INFANCY, AND THE QUALITY OF INTERNET TELEPHONE CALLS NEEDS IMPROVEMENT. CALLERS
COULD EXPERIENCE DELAYS, ERRORS IN TRANSMISSIONS, OR OTHER INTERRUPTIONS IN
SERVICE. ALL OF WHICH COULD NEGATIVELY IMPACT OUR FUTURE REVENUES, REPUTATION
AND BRAND.

The technology that allows voice communications over the Internet is still in
its infancy. Historically, the sound quality of Internet telephone calls was
poor. As the industry has grown, sound quality has improved, but the technology
requires additional refinement. Additionally, the Internet's capacity
constraints may impede the acceptance of Internet telephony. Callers could
experience delays, errors in transmissions or other interruptions in service
that are beyond our control. The quality issues inherent in Internet telephony
could negatively impact our future revenues, reputation and brand.

COMPETITION COULD REDUCE ANY MARKET SHARE THAT WE MAY BE ABLE TO ACQUIRE IN THE
FUTURE AND DECREASE OUR REVENUES.

The market for Internet and traditional long distance telephony services is
extremely competitive. Many companies offer products and services similar to
ours, which are directly competitive to our product and services in our target
markets, and many of these companies have a substantial presence in the markets
we plan to serve. In addition, many of these companies are larger than we are
and have substantially greater financial, distribution and marketing resources
than we do. We therefore may not be able to compete successfully with these
companies. If we do not succeed in competing with these companies, we may not be
able to efficiently acquire customers or we could likely lose any customers
acquired and any potential revenue will be substantially reduced.

COMPETITORS MAY BE ABLE TO BUNDLE SERVICES AND PRODUCTS THAT WE DO NOT INTEND TO
OFFER TOGETHER WITH LONG DISTANCE OR INTERNET TELEPHONY SERVICES, WHICH WOULD
SIGNIFICANTLY REDUCE OUR POTENTIAL TO GENERATE REVENUES AND WOULD DAMAGE ANY
BRAND AND NAME RECOGNITION WE MAY BE ABLE TO ESTABLISH IN THE FUTURE.

Competitors may be able to bundle services and products that we do not intend to
offer together with long distance or Internet telephony services. These services
could include wireless communications, voice and data services, Internet access
and cable television. This form of bundling would put us at a competitive
disadvantage if these providers can combine a variety of service offerings at a
single attractive price. In addition, some of the telecommunications and other
companies that compete with our proposed product and services may be able to
provide customers with lower communications costs or other packaged incentives
with their services, reducing the overall cost of their communications packages,
and significantly increasing pricing pressures on the product and services we
intend to offer. This form of competition could significantly reduce our
potential to generate revenues. Furthermore, if our potential customers do not
perceive our services to be effective or of high quality, any brand and name
recognition we may be able to establish in the future would suffer.

OUR POTENTIAL FOR SUCCESS DEPENDS GREATLY ON OUR ABILITY TO HANDLE A LARGE
NUMBER OF SIMULTANEOUS CALLS, WHICH OUR NETWORK SYSTEMS MAY NOT BE ABLE TO
ACCOMMODATE. THIS COULD HURT OUR REPUTATION AND WE COULD LOSE CUSTOMERS.

We expect the volume of simultaneous calls to be quite significant as we

                                       9
commence our operations. Our potential for success will depend greatly on our
ability to handle a large number of simultaneous calls. Our proposed network
hardware and software may not be able to accommodate this volume. If we fail to
maintain an appropriate level of operational performance, or if our service is
disrupted, our reputation could be hurt and we could lose customers.
Additionally, our management team does not have experience with deployment of
hardware and software systems of this nature and intends to rely on third
parties for their expertise.

OUR INABILITY TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE FOR OUR SERVICES AT
DESIRED PRICING LEVELS COULD HARM OUR BUSINESS, FINANCIAL CONDITION AND
OPERATING RESULTS.

Prices for telecommunications services have historically fallen and we expect
this trend to continue. Consequently, we cannot predict to what extent we may
need to reduce our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar services at lower prices. Our failure to achieve or sustain market
acceptance at desired pricing levels could impair our ability to generate
revenues, which would harm our business, financial condition and operating
results.

CONDUCTING BUSINESS IN INDIA OR ANY INTERNATIONAL MARKET SUBJECTS US TO A
VARIETY OF RISKS, ANY OF WHICH COULD SERIOUSLY HARM OUR BUSINESS, FINANCIAL
CONDITION, AND RESULTS OF OPERATIONS.

Our initial efforts, with respect to the V3 Global's products and services, are
subject to a variety of risks associated with conducting business
internationally, any of which could seriously harm our business, financial
condition, and results of operation. The risks include: (1) import or export
licensing and product certification requirements; (2) tariffs, duties, price
controls or other restrictions on foreign currencies or trade barriers imposed
by foreign countries, especially on technology; (3) potential adverse tax
consequences, including restrictions on repatriation of earnings; (4) seasonal
reductions in business activity in certain parts of the world; (5) fluctuations
in foreign currency exchange rates, which could make our product relatively more
expensive in foreign markets; (6) changes in regulatory requirements; (7)
burdens of complying with and enforcing a wide variety of foreign laws,
particularly with respect to intellectual property and license requirements; (8)
difficulties and costs of staffing and managing foreign operations; (9)
political instability; (10) interruption of service due to damaged phone lines
which cover extreme distances and the inability or significant difficulty,
requiring extensive amounts of time and money, of foreign governments to be able
to repair them; and (11) the impact of recessions in economies outside of the
United States. There can be no assurance that fluctuating international market
factors will not adversely affect our plan to implement operations in such
markets.

IF WE DO NOT CONTINUALLY ADAPT TO TECHNOLOGICAL CHANGE, WE COULD LOSE CUSTOMERS
AND MARKET SHARE.

The telecommunications industry is characterized by:

          - rapid technological change,
          - frequent new service introductions,

                                       10
- intense competition on pricing, and
          - evolving industry standards.

Our inability to anticipate these changes and to respond quickly by offering
services that meet or compete with these evolving standards could negatively
affect our chances for success. There can be no assurance that we will have
sufficient resources to make the necessary investments or to introduce new
services that would satisfy an expanded range of customer needs. Any failure by
us to obtain new technology could cause us to lose customers and market share
and could hamper our ability to attract new customers.

COMPETITION IN THE TELECOMMUNICATIONS INDUSTRY IS INTENSE, AND WE MAY NOT BE
ABLE TO COMPETE SUCCESSFULLY.

The telecommunications industry is highly competitive. Major participants in the
industry regularly introduce new services and marketing activities. Competition
in the long distance business is based upon pricing, customer service, billing
services and perceived quality. We compete against numerous telecommunications
companies that offer essentially the same services as we do. Several of our
competitors are substantially larger and have greater financial, technical and
marketing resources than we do. Our success will depend upon our continued
ability to provide high quality, high value services at prices generally
competitive with, or lower than, those charged by our competitors.

The major carriers have targeted price plans at residential customers with
significantly simplified rate structures and with bundles of wireless services
and local services with long distance, which may lower overall long distance
prices. Competition is fierce for the small to medium-sized businesses that we
serve. Additional pricing pressure may also come from the introduction of new
technologies, such as internet telephony, which seek to provide voice
communications at a cost below that of traditional circuit-switched long
distance service. Reductions in prices charged by competitors may have a
material adverse effect on us. In addition, the ability of competitors to
develop online billing and information systems that are comparable to our
systems may have a material adverse effect on our business.

Consolidation and alliances across geographic regions and in the long distance
market and across industry segments may also intensify competition from
significantly larger, well-capitalized carriers.

There can be no assurance that we will be able to compete successfully.

CUSTOMER ATTRITION COULD HARM OUR FINANCIAL PERFORMANCE.

Purchasers of our long distance services are not obligated to purchase any
minimum amount of our services, and can stop using our service at any time and
without penalty. Our customers may not continue to buy their long distance
telephone service through us or through independent carriers and marketing
companies that purchase services from us. If a significant portion of our
customers were to decide to purchase long distance service from other long
distance service providers, our operating results could be harmed. A high level
of customer attrition is common in the long distance industry, and our financial
results are affected by this attrition. Attrition is attributable to a variety
of factors, including our termination of customers for nonpayment and the
initiatives of existing and new competitors who, to attract new customers, may

                                       11
implement national advertising campaigns, utilize telemarketing programs, and
provide cash payments and other forms of incentives.

AN ADVERSE CHANGE IN OUR RELATIONSHIPS WITH THIRD PARTY CARRIERS COULD HARM OUR
BUSINESS.

We obtain services from various long distance and local carriers of
telecommunications services for their own network services and their reselling
operations. If carriers choose not to enter into agreements with us, terminate
existing contracts with us, reduce the level or type of telecommunication
services they offer, or refuse to negotiate cost reductions to meet competitive
prices, it could have a material adverse effect on our financial condition and
results of operations.

OUR COMPANY'S NEED TO COMPLY WITH EXTENSIVE GOVERNMENT REGULATION COULD INCREASE
OUR COSTS AND SLOW OUR GROWTH.

The provision of telecommunications services is subject to significant
regulation at the federal, state and local levels. Delays in receiving required
regulatory approvals, or the enactment of new adverse regulation or regulatory
requirements, may slow our growth and have a material adverse effect upon our
business.

The FCC exercises jurisdiction over us with respect to interstate and
international services. We must obtain, and have obtained, prior FCC
authorization for the provision, including by resale, of international long
distance services.

State regulatory commissions exercise jurisdiction over us because we also
provide intrastate services. We are authorized to provide intrastate
telecommunications services in the states in which we are currently operational.
We may be required to obtain additional state regulatory authorizations, if and
when we seek to build our own network segments, or if and when we may provide
new regulated intrastate telecommunications offerings not covered by its
existing authorizations.

Restrictions on the marketing of telecommunications services are becoming
stricter in the wake of widespread consumer complaints throughout the industry
about "slamming" -- the unauthorized conversion of a customer's pre-selected
telecommunications carrier and "cramming" the unauthorized provision of
additional telecommunications services. The constraints of federal and state
regulation, as well as increased FCC, FTC and state attention, could limit the
scope and the success of our marketing efforts and subject us to enforcement
action.

DEREGULATION OF THE TELECOMMUNICATION BUSINESS INVOLVES UNCERTAINTIES, AND THE
RESOLUTION OF THESE UNCERTAINTIES COULD ADVERSELY AFFECT OUR BUSINESS.

The Telecommunications Act provides for a significant deregulation of the
domestic telecommunications industry, including the long distance industry. The
Telecommunications Act remains subject to judicial review and additional FCC
rulemaking, and thus it is difficult to predict what effect the legislation will
have on us and our operations. There are currently many regulatory actions
underway and being contemplated by federal and state authorities regarding
interconnection pricing and other issues that could result in significant

                                       12
changes to the business conditions in the telecommunications industry. We cannot
assure you that these changes will not have a material adverse effect upon our
business.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
Selling Security Holders.

                         DETERMINATION OF OFFERING PRICE

         At such time as the Company is listed on a market or exchange, the
Selling Security Holders may sell their common stock from time to time in the
over-the-counter market or listed exchange at the prevailing market price The
offering price of the securities for registration fee purposes was calculated
based on the most recent sale of the Company's common stock at $0.09. per share
and was not computed based on the assets, historical operating performance or
other conventional means and should not be construed to indicate any
relationship thereto.

                                        8
SELLING SECURITY HOLDERS

     The shares being offered by the Selling Security Holder's were acquired by
them pursuant to consulting agreements. The following table and discussion sets
forth certain information with respect to the selling security holders.
Shares of
                                                                      Common       Percent
                        Relationship   Shares of                      Stock        Of Shares
                        with Company   Common Stock   Number of       Owned        Owned
Selling Security        during past    Owned Before   Shares          After This   After
Holder                  three years    This Offering  Offered (1)     Offering     Offering
----------------------- -------------- -------------- --------------- ------------ -----------
Sameer Mohan            Director       1,000,000      1,000,000       0            0
Benjamen Hansel         Director       2,000,000      2,000,000       0            0
                                       -------------- --------------- ------------ -----------
Total                                  3,000,000      3,000,000       0            0
(1)    Assumes all common shares are sold pursuant to this offering. Selling
       shareholder, however, may choose to sell only a portion or none of his
       shares of common stock. There are currently no agreements, arrangements
       or understandings with respect to the sale of any of the shares of common
       stock.

                                       13
PLAN OF DISTRIBUTION

         We are registering securities on behalf of the Selling Security
Holders. All costs, expenses and fees in connection with the registration of
such securities will be paid by us. We estimate such costs, expenses and fees to
be $2,500. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of securities will be paid by the Selling Security
Holders.

         The Selling Security Holder's may sell up to 3,000,000 shares of common
stock from time to time. Each Selling Security Holder may sell his shares (1) in
market transactions at such time as the Company's common stock commences trading
on a listed exchange or market , to a broker-dealer, including a market maker,
who purchases the shares for its own account, in private transactions, or by
gift. Each Selling Security Holder may also pledge his shares from time to time,
and the lender may sell the shares upon foreclosure.

         The decision to sell any securities is within the discretion of the
Selling Security Holder. Each is free to offer and sell his securities at times,
in a manner and at prices as he determines.

         Each Selling Security Holder may sell the shares at a negotiated price
or at the market price or both. He may sell his shares directly to a purchaser
or he may use a broker. If a broker is used, the Selling Security Holder may pay
a brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
Selling Security Holders for the sale of any of their shares.

         Each Selling Security Holder and broker-dealers, if any, acting in
connection with sales by the Selling Security Holder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.

         We have advised the selling shareholder that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
his sales in the market. We have furnished the Selling Security Holders with a
copy of regulation M, and we have informed them that they should deliver a copy
of this prospectus when they sell any shares.

                            DESCRIPTION OF SECURITIES

         Texxon is authorized to issue up to 45,000,000 shares of common stock,
par value $0.001 per share, of which 20,382,159 shares were issued and
outstanding prior to this offering. Texxon is also authorized to issue up to
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which there
are no shares are outstanding. There is no present intent to issue any Preferred
Stock.

         Voting Rights. Holders of shares of common stock are entitled to one
vote per share on all matters submitted to a vote of the shareholders. Shares of

                                       14
Common Stock do not have cumulative voting rights, which means that the holders
of a majority of the shareholder votes eligible to vote and voting for the
election for the Board of Directors can elect all members of the Board of
Directors. Holders of a majority of the issued and outstanding share of Common
Stock may take action by written consent without a meeting.

         Dividend Rights. Holders of record of shares of common stock are
entitled to receive dividends which and if declared by the Board of Directors.
To date, Texxon has not paid cash dividends on its common stock. Holders of
common stock are entitled to receive such dividends as may be declared and paid
from time to time by the Board of Directors out of funds legally available for
dividends. Texxon intends to retain any earnings from the operation and
expansion of its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash dividends
will depend upon future earnings, results of operations, capital requirements,
Texxon's financial condition and such other factors as the Board of Directors
may consider.

         Liquidation Rights. Upon any liquidation, dissolution or winding up of
Texxon, holders of share of common stock are entitled to receive pro rata all of
the assets of Texxon available for distribution to shareholders after
liabilities are paid and distributions are made to the holders of Texxon's
preferred stock.

         Preemptive Rights. Holders of common stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of Texxon.

                                       15
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

(1)  Our Form  10-QSB for the period  ended June 30,  2005 filed with the SEC on
     May 23, 2005
(2)  Our Form  10-QSB for the period  ended March 31, 2005 filed with the SEC on
     August 2, 2005
(3)  Our Form 10-KSB and 10-K/A for the period ended December 31, 2004 and filed
     with the SEC on March 11, 2005 and March 17, 2005, respectively.

         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.

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.

                                       16
Item 8. Exhibits.
   Exhibit Number   Description of Exhibit

        5.1         Opinion of Kaufman & Associates

        23.1        Consent of Sutton Robinson Freeman and Company, PC

        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.

         (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.

                                       17
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 13th day of September, 2005.

                            TEXXON, INC.

                            By:  /s/ Benjamin Hansel
                            --------------------------
                            Benjamin Hansel
                            President

                                       18