-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OH2F/TbYGUqKy6g273ctDAo5WqoUfdDlpNOM0c2kRo4Am0JZgN6SniZdkNwMnwF1 NnUZ1uGayIK+KzlvrjgAUg== 0001012895-02-000113.txt : 20020627 0001012895-02-000113.hdr.sgml : 20020627 20020627162835 ACCESSION NUMBER: 0001012895-02-000113 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020627 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXON TECHNOLOGIES INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870502701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24721 FILM NUMBER: 02689458 BUSINESS ADDRESS: STREET 1: 2691 RICHTER AVENUE, #124 CITY: IRVINE STATE: CA ZIP: 92623 BUSINESS PHONE: 949-757-0888 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 8-K/A 1 f8kajun.txt LEXON MERGER INTERIM FINANCIALS 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 29, 2002 ------------------------------------------------- (Date of Report: Date of earliest event reported) LEXON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-24721 87-0502701 - ---------------------------- ----------------------- -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer ID No.) of incorporation) 2691 Richter Avenue, #124, Irvine, California 92623 --------------------------------------------------- (Address of principal executive office) Registrant's telephone number, including area code: (949)757-0888 -------------- 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Audited financial statements for Lexon Technologies, Inc. and Phacon Corporation, respectively, at December 31, 2001, and proforma consolidated balance sheet and statement of operations for the combined entity at December 31, 2001 were included in the original filing on May 29, 2002. Attached hereto are interim unaudited financial statements for Lexon Technologies, Inc. and Phacon Corporation, respectively, at March 31, 2002, and proforma consolidated balance sheet and statement of operations for the combined entity at March 31, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LEXON TECHNOLOGIES, INC. Date: June 27, 2002 /S/Kenneth J. Eaken, C.E.O., President and Principal Accounting Officer 3 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets ASSETS March 31, December 31, 2002 2001 ----------- ----------- (Unaudited) CURRENT ASSETS Cash $ - $ 555 Cash held in trust 31,785 - ----------- ----------- Total Current Assets 31,785 555 ----------- ----------- TOTAL ASSETS $ 31,785 $ 555 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 302,101 $ 673,321 Accrued interest 1,687 42,067 Accrued wages 347,136 324,386 Other accrued expenses 7,266 7,279 Notes payable, related parties - 265,000 Convertible note payable 150,000 - ----------- ----------- Total Current Liabilities 808,190 1,312,053 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value $0.001 per share; authorized 100,000,000 shares; 16,486,831 and 15,872,561 shares issued and outstanding respectively 16,487 15,873 Additional paid-in capital 1,313,719 1,309,133 Accumulated deficit (2,106,611) (2,636,504) ----------- ----------- Total Stockholders' Equity (Deficit) (776,405) (1,311,498) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 31,785 $ 555 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 4 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited)
From Inception of the Development For the Stage(January 1, Three Months Ended 2002) Through March 31, March 31, 2002 2001 2002 ----------- ----------- ----------- NET SALES $ - $ 84,617 $ - COST OF SALES - 217 - ----------- ----------- ----------- GROSS MARGIN - 84,400 - ----------- ----------- ----------- EXPENSES Selling, general and administrative 108,906 221,830 108,906 Depreciation and amortization - 5,112 - ----------- ----------- ----------- Total Expenses 108,906 226,942 108,906 ----------- ----------- ----------- (LOSS) FROM OPERATIONS (108,906) (142,542) (108,906) ----------- ----------- ----------- OTHER INCOME (EXPENSE) Interest expense (1,687) (14,920) (1,687) ----------- ----------- ----------- Total Other Income (Expense) (1,687) (14,920) (1,687) ----------- ----------- ----------- NET LOSS BEFORE EXTRAORDINARY ITEMS (110,593) (157,462) (110,593) EXTRAORDINARY ITEMS Debt forgiveness 640,486 - 640,486 ----------- ----------- ----------- Total Extraordinary Items 640,486 - 640,486 ----------- ----------- ----------- NET INCOME (LOSS) $ 529,893 $ (157,462) $ 529,893 =========== =========== =========== BASIC INCOME (LOSS) PER COMMON SHARE Before extraordinary items $ (0.01) $ (0.01) Extraordinary items 0.04 0.00 ----------- ----------- Basic Income (Loss) Per Common Share $ 0.03 $ (0.01) =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 16,356,129 15,872,561 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 5 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited)
From Inception of the Development For the Stage(January 1, Three Months Ended 2002) Through March 31, March 31, 2002 2001 2002 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 529,893 $ (157,462) 529,893 Adjustments to reconcile net income (loss) to net cash(used in) operating activities: Depreciation and amortization - 5,112 - Debt forgiveness (640,486) - (640,486) Changes in operating assets and liabilities: Decrease in accounts receivable - 6,256 - Increase (decrease) in accounts payable and accrued expenses (3,077) 143,149 (3,077) ----------- ----------- ----------- Net Cash (Used in) Operating Activities (113,670) (2,945) (113,670) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft - 1,072 - Proceeds from notes payable 150,000 - 150,000 Principal payments under notes payable (5,100) (5,000) (5,100) ----------- ----------- ----------- Net Cash Provided by (Used in) Financing Activities 144,900 (3,928) 144,900 ----------- ----------- ----------- NET INCREASE(DECREASE) IN CASH 31,230 (6,873) 31,230 CASH AT BEGINNING OF YEAR 555 6,873 555 ----------- ----------- ----------- CASH AT END OF YEAR $ 31,785 $ - $ 31,785 =========== =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for: Interest $ - $ - $ - Income Taxes $ - $ - $ -
The accompanying notes are an integral part of these consolidated financial statements. 6 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2002 and December 31,2001 NOTE 1 -BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its December 31, 2001 Annual Report on Form 10-KSB. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. NOTE 2 - GOING CONCERN The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred significant losses which have resulted in an accumulated deficit of $2,636,504 at December 31, 2001, a working capital deficit of approximately $1,312,000 and limited internal financial resources. These factors combined, raise substantial doubt about the Company's ability to continue as a going concern. The Company's assets were entirely seized in August 2001. Through some additional funding in early 2002, the Company has been able to settle a large majority of its outstanding debt. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. 7 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2002 and December 31,2001 NOTE 3 - MATERIAL EVENTS During the three months ended March 31, 2002, the following significant events occurred: 1. Settlement agreements were entered into with various creditors as follows: Original Amount Description of Debt Settlement Amount ----------- --------- ----------------- Notes payable - related parties and accrued interest $ 307,067 $5,100 plus 250,000 shares of common stock valued at $2,000 Accrued wages $ 8,500 $850 Accounts payable $ 395,064 $58,995 plus 400,000 shares of common stock valued at $3,200 These settlement agreements resulted in a gain on forgiveness of debt totaling $640,486 for the three months ended March 31, 2002. 2. Pursuant to the settlement agreement described above, the Company issued a total of 650,000 shares of common stock valued at $5,200. In addition, the Company canceled 35,730 shares of common stock as part of a settlement agreement with a creditor. 3. The Company entered into a Bridge Loan with a corporation for a total of $200,000, which was convertible into 25,000,000 shares of the Company's outstanding common stock. The Company received $150,000 of the $200,000 during the three months ended March 31, 2002 with the remaining $50,000 received on April 12, 2002. Interest accrues on the loan at 4.5% per annum. Accrued interest at March 31, 2002 totaled $1,687. On April 14, 2002, the Company entered into a merger agreement with the Bridge Loan creditor to acquire 100% of their outstanding common stock (see Note 4). NOTE 4 - SUBSEQUENT EVENTS On April 14, 2002, the Company entered into a merger agreement with Phacon Corporation (Phacon) to acquire 100% of the outstanding common stock of Phacon by issuing 17,500,000 (post-split) shares of common stock. As part of the agreement, the Company is to effect a 1 for 10 reverse stock split. The acquired shares of Phacon will be entirely canceled leaving the Company as the surviving entity. As part of the agreement, the $200,000 note will be canceled. The Company entered into two additional settlement agreements effective April 5, 2002 with two former employees. The Company paid a total of $200 to settle unpaid wages totaling $108,222 resulting in a gain on debt settlement of $108,022. 8 PHACON CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, December 31, 2002 2001 ------------ ------------ (Unaudited) CURRENT ASSETS Cash in checking $ 162,519 $ 36,134 Cash in escrow - 150,000 Advances to shareholder 40,805 - Note receivable 150,000 - Interest receivable 1,687 - Note receivable - related party 31,769 30,769 ------------ ------------ Total Current Assets 386,780 216,903 ------------ ------------ PROPERTY AND EQUIPMENT, NET 6,486 7,075 ------------ ------------ TOTAL ASSETS $ 393,266 $ 223,978 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - related party $ 4,000 $ 4,851 Accounts payable - 2,587 ------------ ------------ Total Current Liabilities 4,000 7,438 ------------ ------------ STOCKHOLDERS' EQUITY Common stock, authorized 20,000,000 shares of $0.001 par value, issued and outstanding 17,500,000 17,500 17,500 Additional paid-in capital 941,220 941,220 Subscription receivable - (220,000) Deficit accumulated during the development stage (569,454) (522,180) ------------ ------------ Total Stockholders' Equity 389,266 216,540 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 393,266 $ 223,978 ============ ============ The accompanying notes are an integral part of these financial statements. 9 PHACON CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From For the Inception on Three Months July 18, Ended 2001 Through March 31, March 31, 2002 2002 ------------ ------------ REVENUES $ - $ - ------------ ------------ EXPENSES Research and development - 405,000 General and administrative expenses 48,961 166,141 ------------ ------------ Total Expenses 48,961 571,141 ------------ ------------ (LOSS) FROM OPERATIONS (48,961) (571,141) ------------ ------------ OTHER INCOME (EXPENSE) Interest income 1,687 1,687 ------------ ------------ Total Other Income (Expense) 1,687 1,687 ------------ ------------ NET LOSS $ (47,274) $ (569,454) ============ ============ NET LOSS PER SHARE $ (0.00) ============ WEIGHTED AVERAGE SHARES OUTSTANDING 17,500,000 ============ The accompanying notes are an integral part of these financial statements. 10 PHACON CORPORATION (A Development Stage Company) Statements of Stockholders' Equity
Deficit Accumulated Additional During the Common Stock Paid-In Subscription Development Shares Amount Capital Receivable Stage ------------ ------------ ------------ ------------ ------------ Balances at July 18, 2001 - $ - $ - $ - $ - July 2001 - stock issued for services at $0.001 per share 13,720,000 13,720 - - - August 2001 - stock issued for cash at $0.25 per share 2,280,000 2,280 567,720 (220,000) - October 2001 - stock issued for technology at $0.25 per share 1,500,000 1,500 373,500 - - Net loss for the period ended December 31, 2001 - - - - (522,180) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2001 17,500,000 17,500 941,220 (220,000) (522,180) Receipt of subscription receivable (unaudited) - - - 220,000 - Net loss for the three months ended March 31, 2002 (unaudited) - - - - (47,274) ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2002 (unaudited) 17,500,000 $ 17,500 $ 941,220 $ - $ (569,454) ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statement. 11 PHACON CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From For the Inception on Three Months July 18, Ended 2001 Through March 31, March 31, 2002 2002 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (47,274) $ (569,454) Adjustments to reconcile net loss to net cash used by operations: Stock for services - 13,720 Depreciation expense 589 812 Stock for technology - 375,000 Change in current assets/liabilities: Increase in interest receivable (1,687) (1,687) Increase (decrease) in payables (3,438) 4,000 ------------ ------------ Net Cash (Used) by Operating Activities (51,810) (177,609) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for property and equipment - (7,298) Cash paid for related party notes receivable (1,000) (41,769) Advance to shareholder (40,805) (40,805) Note receivable advanced (150,000) (150,000) Cash placed into escrow 150,000 - Cash received from related party notes receivable - 10,000 ------------ ------------ Net Cash (Used) by Investing Activities (41,805) (229,872) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Receipt of subscription receivable 220,000 220,000 Cash received from issuance of common stock - 350,000 ------------ ------------ Net Cash Provided by Financing Activities 220,000 570,000 ------------ ------------ NET INCREASE IN CASH 126,385 162,519 CASH, BEGINNING OF PERIOD 36,134 - ------------ ------------ CASH, END OF PERIOD $ 162,519 $ 162,519 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION Interest $ - $ - Income taxes $ - $ - NON-CASH ACTIVITIES Stock issued for technology $ - $ 375,000 Stock issued for services $ - $ 13,720 Stock issued for subscription receivable $ - $ 220,000 The accompanying notes are an integral part of these financial statements. 12 PHACON CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 2002 and December 31, 2001 NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization Phacon Corporation (the Company) is a private company organized under the laws of the State of California on July 18, 2001. The Company is involved in the development of fluorescent dimming technology and is currently in the development stage. b. Accounting Method The Company recognizes income and expense on the accrual basis of accounting. c. Earnings (Loss) Per Share Earnings per share were computed by dividing net income (loss) by the total weighted average common shares outstanding during the period. Fully dilutive earnings per share has not been presented because it equals primary earnings per share. d. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. e. Provision for Income Taxes No provision for income taxes has been recorded due to net operating loss carryforwards totaling approximately $569,454 that will be offset against future taxable income. These NOL carryforwards begin to expire in the year 2021. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforward will expire unused. Deferred tax assets and the valuation account is as follows at March 31, 2002 and December 31, 2001. Deferred tax asset: March 31, December 31, 2002 2001 ------------ ------------ (Unaudited) NOL carryforward $ 142,363 $ 130,545 Valuation allowances (142,363) (130,545) ------------ ------------ Total $ - $ - ============ ============ 13 PHACON CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 2002 and December 31, 2001 NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) f. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period. In these financial statements, assets, liabilities and expenses involve extensive reliance on management's estimates. Actual results could differ from those estimates. NOTE 2 -GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no operations, has an operating loss and is dependent upon financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management's plan to merge with a public company and raise capital through a stock offering to expand operations, thus creating necessary operating revenue. NOTE 3 -PROPERTY AND EQUIPMENT Property and equipment consists of the following at March 31, 2002 and December 31, 2001: March 31, December 31, 2002 2001 ------------ ------------ (Unaudited) Equipment $ 7,298 $ 7,298 Accumulated depreciation (812) (223) ------------ ------------ Total property and equipment $ 6,486 $ 7,075 ============ ============ The provision for depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the periods ended March 31, 2002 and December 31, 2001 is $589 and $223, respectively. In accordance with Financial Accounting Standards Board Statement No. 121, the Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. At March 31, 2002, no impairments were recognized. 14 PHACON CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 2002 and December 31, 2001 NOTE 4 -NOTE RECEIVABLE In December 2001, the Company entered into a bridge loan agreement with Lexon Technologies, Inc. (Lexon). The Company placed $150,000 into escrow during December 2001 which was then advanced to Lexon in January 2002. The Company advanced an additional $50,000 in April 2002. The funds were advanced in anticipation of a merger. If the merger had not occurred by April 30, 2002, the Company had the option to convert the note receivable into 25,000,000 shares of Lexon plus additional shares required to satisfy the accrued interest at 4.5% per annum. The conversion rate was $0.008 per share. Accrued interest at March 31, 2002 totaled $1,687. On April 14, 2002, the Company entered into a merger agreement with Lexon whereby Lexon acquired 100% of the Company's outstanding common stock by issuing 17,500,000 shares of its common stock. The Phacon shares acquired were then entirely canceled, leaving Lexon as the surviving entity. As part of the agreement, the $200,000 note receivable held by the Company ($150,000 as of March 31, 2002) was canceled along with any accrued interest. NOTE 5 -RELATED PARTY TRANSACTIONS During 2001, the Company loaned $40,769 to a company which shares a common officer. During 2001, $10,000 was paid back to the company. During the three months ended March 31, 2002, an additional $1,000 was loaned. The note is non-interest bearing and payable upon demand. The note receivable balance at March 31, 2002 and December 31, 2001 was $31,769 and $30,769, respectively. An officer paid expenses of $851 on behalf of the Company. The balance payable to the officer at December 31, 2001 was $851. The officer was advanced a total of $40,805 during the three months ended March 31, 2002 to be used for future travel and other expenses of the Company. The Company acquired technology from an officer in exchange for 1,500,000 shares of their common stock valued at $375,000. The Company issued 13,720,000 shares of their common stock valued at $13,720 for organization services. 11,595,000 of these shares were issued to various officers of the Company or entities controlled by those officers. The Company entered into a management agreement with an officer for a monthly payment of $2,000. The Company paid $12,000 during 2001 and $6,000 during 2002 to the officer pursuant to this agreement. The Company entered into a management agreement with an officer for a monthly payment of $2,500. The Company paid $15,000 during 2001 and $7,500 during 2002 to the officer pursuant to this agreement. The Company entered into an agreement with an officer to sub-lease office space at $2,000 per month. The Company paid $14,000 during 2001 and $6,000 during 2002 to the officer pursuant to this agreement. 15 PHACON CORPORATION (A Development Stage Company) Notes to the Financial Statements March 31, 2002 and December 31, 2001 NOTE 5 -RELATED PARTY TRANSACTIONS (Continued) The Company entered into an agreement with an officer to sub-lease office space at $1,000 per month. The Company paid $2,000 during 2001 and $3,000 during 2002 and has recorded an accounts payable of $4,000. NOTE 6 -COMMITMENTS AND CONTINGENCIES In July 2001, the Company entered into a management agreement with an officer for a monthly payment of $2,000. The agreement expires in July 2002. In July 2001, the Company entered into a management agreement with an officer for a monthly payment of $2,500. The agreement expires in July 2002. In July 2001, the Company committed to an operating lease for office space. The lease requires the Company to pay monthly rent of $1,000 and expires in July 2002. In July 2001, the Company committed to an operating lease for office space. The lease requires the Company to pay monthly rent of $2,000 and expires in July 2002. Future minimum lease payments on operating lease obligation is as follows at December 31, 2001: 2002 $ 6,000 ------- Total Operating Lease Obligations $ 6,000 ======= Rent expense from operating leases for the periods ending March 31, 2002 and December 31, 2001 was $9,000 and $32,000, respectively. NOTE 7 -FINANCIAL INSTRUMENTS The recorded amounts for financial instruments, including cash equivalents, receivables, investments, accounts payable and accrued expenses, and long-term debt approximate their market values as of March 31, 2002 and December 31, 2001. The Company has no investments in derivative financial instruments. NOTE 8 -DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined in FASB No. 7. It is concentrating substantially all of its efforts in raising capital and defining business operations in order to generate significant revenues. 16 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY Consolidated Proforma Balance Sheet March 31, 2002 (Unaudited)
ASSETS Lexon Proforma Technologies Adjustments Inc. and Phacon Increase Proforma Subsidiary Corporation (Decrease) Consolidated ------------ ------------ ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ - $ 162,519 $ - $ 162,519 Cash held in trust 31,785 - - 31,785 Advance to shareholder - 40,805 - 40,805 Note receivable - 150,000 (150,000) - Interest receivable - 1,687 (1,687) - Note receivable - related party - 31,769 - 31,769 ------------ ------------ ------------ ------------ Total Current Assets 31,785 386,780 (151,687) 266,878 ------------ ------------ ------------ ------------ FIXED ASSETS, NET - 6,486 - 6,486 ------------ ------------ ------------ ------------ TOTAL ASSETS $ 31,785 $ 393,266 $ (151,687) $ 273,364 ============ ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 302,101 $ - $ - $ 302,101 Accounts payable - related party - 4,000 - 4,000 Accrued interest 1,687 - (1,687) - Accrued wages 347,136 - - 347,136 Other accrued expenses 7,266 - - 7,266 Convertible note payable 150,000 - (150,000) - ------------ ------------ ------------ ------------ Total Current Liabilities 808,190 4,000 (151,687) 660,503 ------------ ------------ ------------ ------------ STOCKHOLDERS' EQUITY (DEFICIT) Common stock: 100,000,000 shares authorized of $0.001 par value, 19,148,683 shares issued and outstanding 16,487 17,500 (14,838) 19,149 Additional paid-in capital 1,313,719 941,220 14,838 2,269,777 Accumulated deficit (2,106,611) (569,454) - (2,676,065) ------------ ------------ ------------ ------------ Total Stockholders' Equity (Deficit) (776,405) 389,266 - (387,139) ------------ ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 31,785 $ 393,266 $ (151,687) $ 273,364 ============ ============ ============ ============
See Summary of Assumptions of Disclosures. 17 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY Consolidated Proforma Statement of Operations For the Three Months Ended March 31, 2002 (Unaudited)
ASSETS Lexon Proforma Technologies Adjustments Inc. and Phacon Increase Proforma Subsidiary Corporation (Decrease) Consolidated ------------ ------------ ------------ ------------ REVENUES $ - $ - $ - $ - ------------ ------------ ------------ ------------ EXPENSES Selling, general and administrative 108,906 48,372 - 157,278 Depreciation and amortization - 589 - 589 ------------ ------------ ------------ ------------ Total Expenses 108,906 48,961 - 157,867 ------------ ------------ ------------ ------------ (LOSS) FROM OPERATIONS (108,906) (48,961) - (157,867) ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) Interest expense (1,687) - 1,687 - Interest income - 1,687 (1,687) - ------------ ------------ ------------ ------------ Total Other Income (Expense) (1,687) 1,687 - - ------------ ------------ ------------ ------------ NET LOSS BEFORE EXTRAORDINARY ITEMS (110,593) (47,274) - (157,867) ------------ ------------ ------------ ------------ EXTRAORDINARY ITEMS Debt forgiveness 640,486 - - 640,486 ------------ ------------ ------------ ------------ Total Extraordinary Items 640,486 - - 640,486 ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 529,893 $ (47,274) $ - $ 482,619 ============ ============ ============ ============
See Summary of Assumptions of Disclosures. 18 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY Summary of Assumptions and Disclosures NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Business Organization The accompanying proforma financial statements are prepared to present the acquisition of Phacon Corporation by Lexon Technologies, Inc. to aid the user in understanding the acquisition. The proforma balance sheet is presented as though the acquisition took place on March 31, 2002 and the statement of operations as though the acquisition took place January 1, 2002. On April 14, 2002, Lexon Technologies, Inc. (Lexon) entered into a merger agreement to acquire 100% of the outstanding stock of Phacon Corporation by issuing 17,500,000 post-split shares of common stock. As part of the agreement, Lexon is to effect a 1 for 10 reverse stock split. In addition, the acquired shares of Phacon will be entirely canceled, leaving Lexon as the surviving entity. The financial statement of Lexon Technologies, Inc. include its wholly-owned subsidiary, Chicago Map Corporation. Lexon was incorporated under the laws of the State of Delaware on April 20, 1989. Phacon Corporation (Phacon) was organized under the laws of the State of California on July 18, 2001. The Company is involved in the development of fluorescent dimming technology and is currently in the development stage. b. Proforma Adjustments The proforma financial statements have been prepared as though the acquisition of Phacon Corporation by Lexon Technologies, Inc. occurred on January 1, 2002. 1)Additional paid-in capital (Lexon) $ 14,838 Common stock (Lexon) (14,838) --------- $ - ========= To record the 1 for 10 reverse stock split of Lexon Technologies, Inc. 2)Common stock (Lexon) $ 17,500 Common stock (Phacon) (17,500) --------- $ - ========= To record the acquisition of Phacon Corporation through the issuance of 17,500,000 shares of common stock. -----END PRIVACY-ENHANCED MESSAGE-----