10-Q

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-24721

LEXON TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)

Delaware	87-0502701
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
14830 Desman Road La Mirada, California	90638
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number, including area code: (714) 522 0260

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	N/A

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $0.001 per share
(Title of class)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) , and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes [X] No [ ]

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 20, 2009, Lexon had 482,477,222 shares of its common stock, par value $.001 outstanding.

1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements:
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statement of Shareholders’ Deficiency and Comprehensive Income (Loss)	5
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	10

2

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets

		September 30,			December 31,
		2009			2008
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	403		$	3,727
Property and equipment, net		889			1,012
Assets related to discontinued operations		-			-
Total assets	$	1,292		$	4,739
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable	$	26,847		$	26,847
Due to related parties		587,574			1,320,481
Accrued expenses		59,119			49,276
Notes payable		262,982			169,982
Liabilities related to discontinued operations		415,458			390,776
Total current liabilities		1,351,980			1,957,362
Contingent liabilities		274,610			274,610
Stockholders’ deficiency:
Common stock, $0.001 par value;
100,000,000 shares authorized;
34,183,778 shares issued and outstanding		34,184			34,184
Additional paid-in capital		3,066,839			3,066,839
Accumulated other comprehensive loss		(194,625	)		(151,800	)
Deficit accumulated during the development stage		(4,372,008	)		(5,012,932	)
Total Lexon Technologies, Inc. stockholders’ deficiency		(1,465,610	)		(2,063,709	)
Noncontrolling interests		(159,688	)		(163,524	)
Total stockholders' deficiency		(1,625,298	)		(2,227,233	)
Total liabilities and stockholders' deficiency	$	1, 292		$	4,739

The accompanying notes are an integral part of the consolidated financial statements.

3

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

														From July 18,
														2001
														(Inception)
		For the Three Month Ended						For the Nine Month Ended						through
		September 30,						September 30,						September 30,
		2009			2008			2009			2008			2009
Revenue	$	-		$	-		$	-		$	-		$	22,031
Operating expenses:
Research and development		-			-			-			-			-
Selling, general and administrative		26,691			19,254			99,247			53,861			3,907,962
Total operating expenses		26,691			19,254			99,247			53,861			3,907,962
Loss from operations		(26,691	)		(19,254	)		(99,247	)		(53,861	)		(3,885,931	)
Other income (expenses):
Interest income		-			-			-			-			39,817
Other income		-			-			-			-			6,000
Loss on sale of assets		-			-			-			-			(1,134	)
Gain on debt cancellation		750,014			-			750,014			-			1,657,886
Interest expense		(3,281	)		(2,117	)		(9,843	)		(6,304	)		(806,172	)
Loss from investment		-			-			-			-			(11,667	)
Net other income (expenses)		746,733			(2, 117	)		740,171			(6,304	)		884,730
Income (loss) before income tax
and noncontrolling interests		720,042			(21,371	)		640,924			(60,165	)		(3,001,201	)
Income taxes		-			-			-			6,326			6,326
Income(loss) from continuing		720,042			(21,371	)		640,924			(66,491	)		(3,007,527	)
Loss from discontinued operations		-			-			-			-			(1,513,399	)
Net income(loss) before noncontrolling		720,042			(21,371	)		640,924			(66,491	)		(4,520,926	)
interest
Less: Net loss attributable to
The noncontrolling interest		-			-			-			-			(148,918	)
Net income(loss) attributable to Lexon		720,042			(21,371	)		640,924			(66,491	)		(4,372,008	)
Other comprehensive income (loss):
Foreign currency translation		(48,056	)		86,836			(38,989	)		163,754			(205,395	)
Comprehensive income (loss)	$	671,986		$	65,465		$	601,935		$	97,263		$	(4,577,403	)
Basis earnings (loss) per share	$	0.02		$	(0.00	)	$	0.02		$	(0.00	)
Weighted average number of
Common stocks outstanding		34,183,778			34,183,778			34,183,778			34,183,778

The accompanying notes are an integral part of the consolidated financial statements.

4

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficiency

(Unaudited)

													Deficit
											Accumulated		Accumulated
					Additional						Other		During the					Total
	Common Stock				Paid-in			Subscription			Comprehensive		Development			Noncontrolling		Shareholders’
	Shares		Amount		Capital			Receivable			Income (loss)		Stage			Interest		Equity
Balance, Jul 18,
2001	-	$	-	$	-		$	-		$	-	$	-		$	-	$	-
Jul 2001 - stock
issued for services at	13,720,000		13,720		-			-			-		-			-		13,720
Aug 2001 - stock
issued for cash at
$0.25 per share	2,280,000		2,280		567,720			(220,000	)		-		-			-		350,000
Oct 2001 - stock
issued for
technology at $0.25
per share	1,500,000		1,500		373,500			-			-		-			-		375,000
Net loss for the year
ended Dec 31, 2001	-		-		-			-			-		(522,180	)		-		(522,180	)
Balance, Dec 31,
2001	17,500,000		17,500		941,220			(220,000	)		-		(522,180	)		-		216,540
Receipt of
subscription
receivable	-		-		-			220,000			-		-			-		220,000
Apr 2002 - stock
issued to acquire
Phacon Corp (Note
1)	1,648,778		1,649		(641,346	)		-			-		-			-		(639,697	)
Sep 2002 - stock
issued for cash at
$0.25 per share	280,000		280		69,720			-			-		-			-		70,000
Dec 2002 - stock
issued for cash at
$0.83 per share	120,000		120		99,880			-			-		-			-		100,000
Net loss for the year
ended Dec 31, 2002	-		-		-			-			-		(473,510	)		-		(473,510	)
Balance, Dec 31,
2002	19,548,778		19,549		469,474			-			-		(995,690	)		-		(506,667	)
Jan 2003 - stock
issued for cash at
$0.83 per share	240,000		240		199,760			-			-		-			-		200,000
Mar 2003 – stock
issued for cash at
$0.25 per share	840,000		840		209,160			-			-		-			-		210,000
Dec 2003 - stock
issued for cash at
$0.25 per share	60,000		60		14,940			-			-		-			-		15,000
Comprehensive
income
Net loss for the year
ended Dec 31, 2003	-		-		-			-			-		(611,808	)		-		(611,808	)
Foreign currency
translation	-		-		-			-			4,729		-			-		4,729
Total comprehensive
income	-		-		-			-			-		-			-		(607,079	)
Balance, Dec 31,
2003	20,688,778	$	20,689	$	893,334		$	-		$	4,729	$	(1,607,498	)	$	-	$	(688,746	)

The accompanying notes are an integral part of the consolidated financial statements.

5

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficiency (Continued)

(Unaudited)

												Deficit
									Accumulated			Accumulated
					Additional				Other			During the						Total
	Common Stock				Paid-in		Subscription		Comprehensive			Development			Noncontrolling			Shareholders’
	Shares		Amount		Capital		Receivable		Income (loss)			Stage			Interest			Equity
Balance, Dec 31, 2003	20,688,778	$	20,689	$	893,334	$	-	$	4,729		$	(1,607,498	)	$	-		$	(688,746	)
Oct 2004 - stock issued for cash
at $0.25 per share	4,000,000		4,000		996,000		-		-			-			-			1,000,000
Dec 2004 - stock issued for cash
at $0.11 per share	6,125,000		6,125		693,875		-		-			-			-			700,000
Dec 2004 - stock issued for
services at $0.25 per share	1,000,000		1,000		249,000		-		-			-			-			250,000
Dec 2004 - stock issued in lieu of
outstanding debt at $0.10 per	2,370,000		2,370		234,630		-		-			-			-			237,000
share
Comprehensive income
Net loss for the year ended Dec
31, 2004	-		-		-		-		-			(895,710	)		(11,490	)		(907,200	)
Foreign currency translation	-		-		-		-		1,433			-			156			1,589
Total comprehensive income	-		-		-		-		-			-			-			(905,611	)
Balance, Dec 31, 2004	34,183,778		34,184		3,066,839		-		6,162			(2,503,208	)		(11,334	)		592,643
Comprehensive income
Net loss for the year ended Dec
31, 2005	-		-		-		-		-			(459,251	)		10,980			(448,271	)
Foreign currency translation	-		-		-		-		(74,542	)		-			(8,136	)		(82,678	)
Total comprehensive income	-		-		-		-		-			-			-			(530,949	)
Balance, Dec 31, 2005	34,183,778		34,184		3,066,839		-		(68,380	)		(2,962,459	)		(8,490	)		61,694
Comprehensive income
Net loss for the year ended Dec
31, 2006	-		-		-		-		-			(2,797,639	)		(163,962	)		(2,961,601	)
Foreign currency translation	-		-		-		-		(18,729	)		-			(2,044	)		(20,773	)
Investment loss	-		-		-		-		(22,704	)		-			-			(22,704	)
Total comprehensive income	-		-		-		-		-			-			-			(3,005,078	)
Balance, Dec 31, 2006	34,183,778		34,184		3,066,839		-		(109,813	)		(5,760,098	)		(174,496	)		(2,943,384	)
Comprehensive income
Net income for the year ended
Dec 31, 2007	-		-		-		-		-			749,430			(91	)		749,339
Foreign currency translation	-		-		-		-		4,083			-			446			4,529
Total comprehensive income	-		-		-		-		-			-			-			753,868
Balance, Dec 31, 2007	34,183,778		34,184		3,066,839		-		(105,730	)		(5,010,668	)		(174,141	)		(2,189,516	)
Comprehensive income
Net income for the year ended
Dec 31, 2008	-		-		-		-		-			(2,264	)		15,645			13,381
Foreign currency translation	-		-		-		-		(46,070	)		-			(5,028	)		(51,098	)
Total comprehensive income	-		-		-		-		-			-			-			(37,717	)
Balance, Dec 31, 2008	34,183,778	$	34,184	$	3,066,839	$	-	$	(151,800	)	$	(5,012,932	)	$	(163,524	)	$	(2,227,233	)

The accompanying notes are an integral part of the consolidated financial statements.

6

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficiency (Continued)

(Unaudited)

												Deficit
									Accumulated			Accumulated
					Additional				Other			During the						Total
	Common Stock				Paid-in		Subscription		Comprehensive			Development			Noncontrolling			Shareholders’
	Shares		Amount		Capital		Receivable		Income (loss)			Stage			Interest			Equity
Balance, Dec 31, 2008	34,183,778	$	34,184	$	3,066,839	$	-	$	(151,800	)	$	(5,012,932	)	$	(163,524	)	$	(2,227,233	)
Comprehensive income
Net income for the nine months
ended Sep 30, 2009	-		-		-		-		-			640,924			-			640,924
Foreign currency translation	-		-		-		-		(42,825	)		-			3,836			(38,989	)
Total comprehensive
income(loss)	-		-		-		-		-			-			-			601,935
Balance, Sep 30, 2009	34,183,778	$	34,184	$	3,066,839	$	-	$	(194,625	)	$	(4,372,008	)	$	(159,688	)	$	(1,625,298	)

The accompanying notes are an integral part of the consolidated financial statements.

7

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

								From July 18, 2001
		For the Years Ended						(Inception)
		September 30,						through
		2009			2008			September 30, 2009
Cash Flows From Operating Activities:
Net income (loss)	$	640,924		$	(66,491	)	$	(4,520,926	)
Adjustments to reconcile net income (loss) to net cash
used in operating activities
Depreciation and amortization		123			679			13,848
Stock for services		-			-			263,720
Stock for technology		-			-			375,000
Gain on forgiveness of debt		(750,014	)		-			(1,657,886	)
Loss on sale of assets		-			-			1,134
Change in assets and liabilities:
(Decrease) increase in accounts payable		-			(147,682	)		26,847
(Decrease) increase in due to related parties		2,800			-			840,814
(Decrease) increase in accrued expenses		9,843			6,304			59,118
Increase in contingent liabilities		-			-			274,610
Net cash provided by operating activities from continuing operations		(96,324	)		(207,190	)		(4,323,721	)
Net cash generated by (used in) operating activities from discontinued operations		-			-			390,776
Net Cash Used in Operating Activities		(96,324	)		(207,190	)		(3,932,945	)
Cash Flows From Investing Activities:
Acquisition of property and equipment		-			-			(16,114	)
Proceeds received on sale of fixed assets		-			-			243
Net Cash Used in Investing Activities		-			-			(15,871	)
Cash Flows From Financing Activities:
Proceeds from related party notes		-			15,720			482,468
Proceeds from notes payable		93,000			-			1,449,469
Payments made on notes payable		-			-			(41,615	)
Proceeds from issuance of common stock		-			-			2,225,303
Net Cash Provided by Financing Activities		93,000			15,720			4,115,625
Net increase (decrease) in cash and cash equivalents		(3,324	)		(191,470	)		166,809
Effect of currency exchange rate changes
On cash and cash equivalents		-			187,232			(166,406	)
Cash and cash equivalent at beginning of period		3,727			5,255			-
Cash and cash equivalent at end of period	$	403		$	1,017		$	403

The accompanying notes are an integral part of the consolidated financial statements.

8

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

						From July 18, 2001
		For the Years Ended				(Inception)
		September 30,				through
		2009		2008		September 30, 2009
Supplemental Cash Flow Information:
Cash Payments For
Interest	$	-	$	-	$	717,548
Non-Cash Investing and Financing Activities
Stock issued for technology	$	-	$	-	$	375,000
Stock issued for services	$	-	$	-	$	263,720
Stock issued for in lieu of debt	$	-	$	-	$	237,000

The accompanying notes are an integral part of the consolidated financial statements.

9

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

1. Nature of Business and Going Concern

Nature of Business

Lexon Technologies, Inc. ("the Company" or "Lexon") was incorporated in April 1989 under the laws of state of Delaware, and owns 90.16% of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone Co., Ltd ("Techone")) which had developed and manufactured Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries. The Company currently has no business activities.

Initially registered as California Cola Distributing Company, Inc, the Company changed its name twice; first to Rexford, Inc. in October 1992, and to the current name in July 1999.

In July 1999, Lexon acquired 100% of the outstanding common stock of Chicago Map Corporation (CMC) in exchange for 10,500,000 shares of the Company's common stock through a reverse acquisition accompanied by a recapitalization. The surviving entity, Lexon, reflected the assets and liabilities of Lexon and CMC at their historical book values. Lexon dissolved CMC in 2002.

In April 2002, Lexon acquired 100% of the outstanding common stock of Phacon Corporation (Phacon) in exchange for 17,500,000 shares of Company's common stock through a reverse acquisition accompanied by a recapitalization. As part of the agreement, the Company elected a 1 for 10 reverse stock split and the acquired shares of Phacon were entirely canceled leaving the Company as the surviving entity.

In March 2003, the Company incorporated Lexon Korea Corporation (“Lexon Korea”) as a wholly-owned subsidiary in Korea for the purpose of entering into potential business combinations with Korean operating entities. Lexon Korea was reorganized in August 2005, and as a result, the Company’s equity share in Lexon Korea was reduced to 10%.

In December 2004, the Company acquired 90.16% of the voting stock of Techone Company, Ltd, a company in Korea, by investing $1,588,000. The Company recognized goodwill of $1,851,692 in the acquisition. The Company acquired Techone to develop it as the Company’s core operating business in Korea for manufacturing and selling LTCC related products. However, the development of the LTCC related products was not successful, and the operations of Techone became highly leveraged financially. In August 2005, certain creditors filed an involuntary foreclosure and sold Techone’s assets through public auction to satisfy secured debts. This disposal of assets resulted in a gain $1,315,469 for the year ended December 31, 2005. In February 2006, Techone changed its name to Lexon Semiconductor Corporation and all of its operation has been suspended due to lack of operating working capital. Lexon Semi was dissolved on October 28, 2009 based on a decision of shareholders meeting. Lexon Semi has $241,000 of due to related party and $415,000 of liabilities relation to discontinued operations as of September 30,2009.

On October 7, 2009, Paragon, a California corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company whereby the Company issued 347,448,444 shares of common stock (the “Common Stock”) of the Company (the “Acquisition Shares”) to the shareholders of Paragon, representing approximately 67% of the issued and outstanding Common Stock after completion of the merger in October 2009. The effective date of the Merger is October 22, 2009 (“Effective Date”). We have decided to maintain the name of our predecessor company.

Going Concern

The Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses which have resulted in an accumulated deficit of $ 4,372,008 and a working capital deficit of approximately $1,351,577 as of September 30, 2009. The development of the LTCC related products by Lexon Semi, which had been pursued as the Company’s core business, was unsuccessful, and most of assets of Lexon Semi were foreclosed and sold by creditors in August 2005. Since then, the operations of Lexon Semi have been suspended. These situations raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon its ability to secure additional financing, initiate sales of its products and attain profitable operations.

The Company’s management is currently pursuing various sources of equity or debt financing, although there can be no assurance that the Company will be able to secure financing when needed or obtain on such terms that are satisfactory to the Company.

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. It is the intent of management to continue to raise additional funds to sustain operations and to pursue acquisitions of operating companies in order to generate future profits for the Company.

10

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

2. Significant Accounting Policies

The following summary of significant accounting polices of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to the accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Principles of Consolidation. The consolidated financial statements include the accounts of Lexon Technologies, Inc., and its majority-owned subsidiary, Lexon Semiconductor Co., Ltd. All material intercompany accounts and transactions have been eliminated in the consolidation. Minority interests are recorded to the extent of equity owned. Losses in excess of minority interest equity capital are charged against the majority interest and will be reversed when the losses reverse.

Use of Estimates. Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from estimates, although management does not believe such changes will materially affect the financial statements in any individual year.

Revenue Recognition. Revenue is recognized, in accordance with Staff Accounting Bulletin No. 104 "Revenue Recognition in Financial Statements" ("SAB No. 104"), when delivery has occurred provided there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivable is probable. As such, the Company recognizes revenue for its products generally when the product is shipped and title passes to the buyer. There are no multi-deliverables or product warranties requiring accounting recognition.

Translation of Foreign Currency. The Company applies FASB No. 52, Foreign Currency Translation, for translating foreign currency into US dollars in our consolidation of the financial statements. Upon consolidation of the Company’s foreign subsidiary into the Company’s consolidated financial statements, any balances with the subsidiary denominated in the foreign currency are translated at the exchange rate at year end. The financial statements of Lexon Semi have been translated based upon Korean Won as the functional currency. Lexon Semi’s liabilities were translated using the exchange rate at period end and income and expense items were translated at the average exchange rate for the periods reported. The resulting translation adjustment was included in other comprehensive income (loss).

Cash and Cash Equivalents. The Company considers all highly liquid investments with maturity dates of three months or less when purchased to be cash equivalents.

Property and Equipment. Property and equipment are stated at cost less accumulated depreciation and amortization. Additions and major renewals are capitalized. Repairs and maintenance are charged to expense as incurred. Upon disposal, the related cost and accumulated depreciation are removed from the accounts, with the resulting gain or loss included in operating income. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from three to forty years.

In accordance with Statement of Financial Accounting Standards No. 144, 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.

Investments. Investments in available-for-sale securities are being recorded in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities". Equity securities that are not held principally for the purpose of selling in the near term are reported at fair market value with unrealized holding gains and losses excluded from earnings and reported as a separate component of stockholders' equity. Investments in equities where the Company has the ability to exercise influence over the operations are accounted for using the equity method.

Intangible Assets. Intangible assets such as cost of obtaining industrial rights and patents are stated at cost, net of amortization computed using the straight-line method over five to ten years.

Goodwill. Beginning January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. According to this statement, goodwill and other intangible assets are no longer subject to amortization, but instead must be reviewed annually for impairment by applying a fair value-based test.

Impairment of Long-lived Assets. The Company reviews long-lived assets to be held and used in operations for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired. An impairment loss is recognized when the estimated fair value of the assets is less than the carrying value of the assets. The Company recognized no impairment during the nine months ended September 30, 2009 and 2008.

11

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

Basic Earning (Loss) Per Share. The computations of basic earning (loss) per share of common stock are based on the weighted average number of common shares outstanding during the each period of the consolidated financial statements. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation as their effect is anti-dilutive for the periods presented.

Fair Value of Financial Instrument. The estimated fair value of amounts reported in the consolidated financial statements have been determined using available market information and valuation methodologies, as applicable. The carrying amount of cash and cash equivalents, accounts payable, and all other liabilities approximate their fair value because of their short term maturities at September 30, 2009 and December 31, 2008, unless otherwise stated.

Stock-Based Compensation. The Company accounts for share-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R), Share-based Payment , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.

Income Taxes. Income taxes are provided under the asset and liability method as required by SFAS No. 109, Accounting for Income Taxes . Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect of a tax rate change on deferred taxes is recognized in operations in the period that the change in the rate is enacted. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2007. At the adoption date and as of December 31, 2007, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There was no expense related to interest and penalties for the nine months ended September 30, 2009 and 2008.

Recent Accounting Pronouncements. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Minority interests will be recharacterized as noncontrolling interests and classified as a component of shareholders’ equity separate from the parent’s equity. In addition, SFAS 160 establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective prospectively, except for certain retrospective disclosure requirements, for fiscal years beginning after December 15, 2008. The Company has adopted SFAS 160 as of January 1, 2009.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”) which clarifies that convertible debt instruments that may be settled in cash or other assets upon conversion are not addressed by APB No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 requires an entity to separately account for the liability and equity components of a convertible instrument to reflect an entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 also expands the disclosure requirements regarding convertible debt instrument terms and how the instrument is reflected in an entity's financial statements. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company has adopted APB 14-1 as of January 1, 2009.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the impact of SFAS 162.

12

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

In April 2009, the FASB issued FASB Staff Position No. 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP 141(R)-1”), which amends SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). FSP 141(R)-1 applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies that would be within the scope of SFAS No. 5, Accounting for Contingencies, if not acquired or assumed in a business combination, except for assets or liabilities arising from contingencies that are subject to specific guidance in SFAS 141(R). The provisions of FSP 141(R)-1 that amend SFAS 141(R) are effective for the first annual reporting period beginning on or after December 15, 2008. The Company adopted FSP 141(R)-1 on January 1, 2009, and the impact of this guidance will depend upon the nature, terms, and size of the acquisitions we consummate.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), which amends SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and SFAS No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations. This FSP amends the other-than-temporary guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities. The provisions of FSP FAS 115-2 and FAS 124-2 that amend SFAS 115 and SFAS 124 are effective for interim and annual reporting periods ending after September 15, 2009. The implementation of this FSP is not expected to affect the Company’s consolidated results of operations or financial condition.

In September 2009, the FASB issued SFAS 166, Accounting for Transfers of Financial Assets, which will be effective for us on January 1, 2010. SFAS 166 removes the concept of a qualifying special-purpose entity (QSPE) from SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, and removes the exception from applying FASB Interpretation 46R, Consolidation of Variable Interest Entities. This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

In September 2009, the FASB issued SFAS 167, Amendments to FASB Interpretation No. 46R, which will be effective for us on January 1, 2010. SFAS 167 requires an analysis to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity. This statement requires an ongoing reassessment and eliminates the quantitative approach previously required for determining whether an entity is the primary beneficiary. The Company does not expect a material effect from the adoption of this standard on our consolidated financial statements.

In September 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162, which will be effective for us on September 30, 2009. SFAS 168’s objective is to establish the FASB Accounting Standards Codification as the source of authoritative nongovernmental accounting principles to be applied in the preparation of financial statements in conformity with US GAAP. Although SFAS 168 does not change GAAP, the adoption of SFAS 168 will impact our financial statements since all future references to authoritative accounting literature will be in accordance with SFAS 168.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on our company’s present or future consolidated financial statements.

3. Discontinued Operations

As stated in Note 1, Lexon Semi, the Korean subsidiary, has ceased all operations in 2006. Currently, the regulatory body in the Republic of Korea has disqualified the subsidiary from conducting further business. Most of the assets of the subsidiary have been liquidated through a public auction to satisfy secured debt.

13

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

4. Property and Equipment

Property and equipment consists of the following:

		September 30,
		2009			December 31,
		(Unaudited)			2008
Computer and equipment	$	10,450		$	10,450
Furniture and fixture		4,287			4,287
		14,737			14,737
Accumulated depreciation		(13,848	)		(13,725	)
Net property and equipment	$	889		$	1,012

Depreciation expense for the nine months ended September 30, 2009 and 2008 was $123 and $679, respectively.

5. Investment

In 2003, the Company’s subsidiary in Korea, Lexon Semi, invested $125,967 in a 10% voting stock of Mirae Sojae Company, a Korean entity. The investment was recorded under the cost method. The fair value of this investment as of December 31, 2007 was $104,189. During 2008, Mirae Sojae Company ceased to operate as a viable company, and the investment was written off in 2008.

6. Due to Related Parties

The Company has not been able to pay compensation to its officers on time, and has accrued its past-due compensations. During 2007, $888,000 was waived by the former officers. The Company recorded this waived amount as gain on debt cancellation for the year ended December 31, 2007. During 2009, $775,014 was waived by the current CEO, Hyung Soon Lee. The Company recorded $25,000 as Loan from management and $750,014 as gain on debt cancellation for the nine month ended September 30, 2009. As of September 30, 2009 and December 31, 2008, the balance of the past-due compensation was $90,000 and $838,014, respectively.

In addition, the Company has loans payable to officers, directors and shareholders of the Company and other related individuals. These amounts are non-interest bearing and payable on demand. As of September 30, 2009 and December 31, 2008, the balance of theses loans was $405,614 and $390,507, respectively.

Also, there are interest bearing notes payable to related parties consisting of the following:

		September 30, 2009 (Unaudited)		December 31, 2008
Unsecured note payable to a shareholder, with interest at 7.5% per annum. Note is in default and is payable on demand.		$ 5,000		$ 5,000
Expired convertible debt issued to a former employee, with interest at 7.5% per annum. The conversion maturity date was in October 2004. The note is payable on demand.		30,000		30,000
Expired convertible debt issued to a Director, with interest at 7.5% per annum. The conversion maturity date was in October 2005. The note is payable on demand.		56,960		56,960
Total notes payable	$	91,960	$	91,960

14

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

7. Notes Payable

Notes payable consist of the following:

		September 30,
		2009		December 31,
		(Unaudited)		2008
Unsecured note payable to an unrelated individual, with
interest at 7.5% per annum. The note is in default and is
payable on demand.	$	20,000	$	20,000
Unsecured note payable to an unrelated party, with interest
at 7.5% per annum. As disclosed in Note 8, the creditor has
filed suit to collect on this note.		149,982		149,982
Unsecured note payable to an unrelated party, non-interest
bearing and payable on demand.		93,000		-
Total notes payable	$	262,982	$	169,982

8. Commitments and Contingencies

Contingent Liabilities

The Company has contingent liabilities of $274,610 to various creditors of a predecessor company. Management determined that it is reasonably certain that the amount will be paid in future.

Legal Proceedings

On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On or about May 2, 2009, Lexon became aware of a default judgment entered in the amount above. Such judgment was entered on December 22, 2009. On or about May 8, 2009, Lexon has retained the law firm of Smith, Chapman & Campbell for the purpose of setting aside the default judgment as the Company was never in receipt of the notice of default entry. On or about July 21, 2009, the court set aside the default as the court agreed that service was never properly served.

On September 5, 2008, Vivien and David Bollenberg, a current shareholder (the “Bollenbergs”), filed a claim against Lexon and other third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other financial agents and institutions involved in the alleged fraudulent transaction. The lawsuit is currently pending in the Orange County Superior Court in Santa Ana, California. The filed complaint alleges that Ben Hwang together with his representatives, including his accountant, escrow agent and real estate agent/broker, made certain representations to and solicited the Bollenbergs to make an investment in several companies and ventures including Lexon with the intent to misappropriate the solicited funds for personal use. The Bollenbergs allege that they invested a total of $1,500,000 among and between the various companies and ventures recommended by Ben Hwang, of which investment amount approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea and later converted into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). The final disposition of this case has not yet been resolved.

15

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

9. Income Taxes

Significant components of deferred tax assets are as follows:

		September 30,			December 31,
		2009			2008
		(Unaudited)
Loss carry forwards	$	1,096,804		$	1,352,904
Intangible assets		793,265			793,265
Other		237,431			229,720
Total deferred tax asset		2,127,500			2,375,889
Valuation allowance		(2,127,500	)		(2,375,889	)
Net deferred tax asset, net	$	-		$	-

The following table accounts for the differences between the expected federal tax benefit (based on the statutory U.S. federal income tax rate of 34%) and the actual tax provision:

	September 30,		December 31,
	2009		2008
	(Unaudited)
Expected federal tax benefit	34%		34%
State tax expense, net of expected federal tax benefit	9%		9%
Increase (decrease) in valuation allowance	(43	)%	(43	)%
Total tax provision	0%		0%

As of September 30, 2009, the Company had approximately $2,806,000 of net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes expiring in 2019 through 2028. In addition, the Company has California state NOL carryforwards of approximately $1,609,000 expiring in 2012 through 2018.

The ability to realize the tax benefits associated with deferred tax assets, which includes benefits related to NOL’s, is principally dependent upon the Company’s ability to generate future taxable income from operations. The Company has provided a full valuation allowance for its net deferred tax assets due to the Company’s net operating losses. The valuation allowance has increased by $33,894 during the nine months ended September 30, 2009.

Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change.

16

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited, continued)

10. Stock Option Plan

The Company accounts for its stock options in accordance with SFAS 123(R) "Accounting for Stock - Based Compensation" and SFAS 148 "Accounting for Stock - Based compensation - Transition and Disclosure." Value of options granted has been estimated by the Black Scholes option pricing model. The assumptions are evaluated annually and revised as necessary to reflect market conditions and additional experience.

On September 14, 2000, the Company adopted a Non-Qualified Stock Option Plan (the "2000 Plan") under which options to acquire common stock of the Company may be granted to employees and consultants of the Company or its subsidiaries. Under this Plan, a total of 250,000 (post-split) shares of options, subject to certain restrictions, are authorized to be granted. The exercise price of each option is determined by the Board of Directors on the date of grant. The Board also determines the term, restrictions on vesting and exercise dates with expected life of the option term not exceeding 5 years.

There were no stock options granted during the nine months ended September 30, 2009 and there were no options outstanding as of September 30, 2009.

11. Subsequent Events

Reverse Merger Transaction

On October 7, 2009, Paragon, a California corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company whereby the Company will issue 347,448,444 shares of common stock (the “Common Stock”) of the Company (the “Acquisition Shares”) to the shareholders of Paragon, representing approximately 67% of the issued and outstanding Common Stock after completion of the merger. The effective date of the Merger is October 22, 2009 (“Effective Date”). The surviving corporation in the merger transaction has retained its name to Lexon Technologies, Inc. Lexon Technologies, Inc, as the surviving corporation, will conduct the business and operations previously conducted by Paragon.

Dissolution of Lexon Semiconductor Corporation

Lexon Semiconductor Corporation (“Lexon Semi”) whose majority control (96.16%) was owned by the Company was dissolved as of October 28, 2009 based on a decision from shareholders meeting. Lexon Semi has $241,000 of due to related party and $415,000 of liabilities related to discontinued operations as of September 30, 2009

17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes included elsewhere in this report on Form 10-Q.

This management’s discussion and analysis, as well as other sections of this report on Form 10-Q, may contain “forward-looking statements” that involve risks and uncertainties, including statements regarding our plans, future events, objectives, expectations, forecasts, or assumptions. Any statement that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as “believe,” “estimate,” “ project,” “expect,” “intend,” “may,” “anticipate,” “plans,” “seeks,” and similar expressions identify forward-looking statements. These statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or results, and undue reliance should not be placed on these statements. These risks and uncertainties include, but are not limited to, the matters discussed under the caption “Factors Affecting Future Results” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and other risks and uncertainties discussed in filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Lexon Technologies disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Effective December 8, 2004, we acquired a majority control (90.16%) of Techone Company, Ltd., a Republic of South Korea corporation (“Techone”), through an investment of $1,585,000 financed through the sale of our restricted common stock to two accredited investors. During February 2006, the Company changed the name of Techone to Lexon Semiconductor Corporation (“Lexon Semi”). Lexon Semi is a corporation that manufactures and sells Low Temperature Cofired Ceramic (LTCC) components. The Company has operated Lexon Semi as a majority-owned subsidiary and the business of Lexon Semi had been the operating business of the Company. Since July 2006, the operations of Lexon Semi have been suspended.

To date, our source of liquidity has been proceeds from the sale of our common stock, and the issuance of convertible notes and promissory notes to finance operations and business activities. In each year we incurred significant losses which evidently resulted in the suspension of the business operations of Lexon Semi as of July 2006.

Due to our sole reliance on debt and equity financing to fund our operations to date, we have incurred a loss and decided to shift our primary focus to seeking joint venture partners, business acquisitions and business alliances in an effort to commence business operations outside the LTCC-related market, although we have not reached any definitive agreements to date.

Our consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

Results of Operations

You should read the selected financial data set forth below along with out discussion of our plan of operation and our financial statements and the related notes. We have derived the financial data from our unaudited financial statements. We believe the financial data shown in the tables below include all adjustments consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of such information. Operating results for the period are not necessarily indicative of the results that may be expected in the future.

Comparison of the Three Months Ended September 30, 2009 and September 30, 2008

		Three Months		Three Months
		Ended		Ended			Percentage
		September 30, 2009		September 30,			Change
				2008
		(Unaudited)		(Unaudited)
Revenue	$	-	$	-		$	-
Operating expenses		26,691		19,254			136.7%
Net (loss)	$	720,042	$	(21,371	)	$
Net (loss) per share	$	0.02	$	(0.001	)	$

18

Revenues.

There were no revenues from operations for the three months ended September 30, 2009 and 2008.

Operating Expenses.

Operating expenses increased by $7,437 to $26,691 for the three months ended September 30, 2009 as compared to $19,254 for the three months ended September 30, 2008.

Operating expenses for the three months ended September 30, 2009 were $26,691 in selling, general and administrative expenses. Operating expenses for the prior year period were $19,254 in selling, general and administrative expenses. The increase in operating expenses is due primarily for professional fees rendered related to continuing efforts to search for new business opportunities.

Operating expenses since inception (July 18, 2001) total $3,907,962. Our net earnings per share for the three months ended September 30, 2009 was $0.02, based on a weighted average of 34,183,778 shares outstanding.

Other Expense.

Other expense for the three months ended September 30, 2009 consisted of $3,281 in interest expense. Other expense for the prior year period totaled $2,117, also in interest expense.

Comparison of the Nine Months Ended September 30, 2009 and September 30, 2008

		Nine Months		Nine Months
		Ended		Ended			Percentage
		September 30,		September 30,			Change
		2009		2008
		(Unaudited)		(Unaudited)
Revenue	$	-	$	-		$	-
Operating expenses		99,247		53,861			184.3%
Net (loss)	$	640,924	$	(66,941	)	$
Net (loss) per share	$	0.018	$	(.001	)	$

Revenues.

There were no revenues from operations for the nine months ended September 30, 2009 and 2008.

Operating Expenses.

Operating expenses increased by $45,386 to $99,247 for the nine months ended September 30, 2009 as compared to $53,861 for the nine months ended September 30, 2008.

Operating expenses for the nine months ended September 30, 2009 were $99,247 in selling, general and administrative expenses. Operating expenses for the prior year period were $53,861 in selling, general and administrative expenses. The increase in operating expenses is due primarily for professional fees rendered related to continuing efforts to search for new business opportunities.

Operating expenses since inception (July 18, 2001) total $3,907,962. Our net earnings per share for the nine months ended September 30, 2009 was $0.018, based on a weighted average of 34,183,778 shares outstanding.

Other Expense.

Other expense for the nine months ended September 30, 2009 consisted of $9,843 all in interest expense. Other expense for the prior year period totaled $6,304, also in interest expense.

Liquidity and Capital Resources.

At September 30, 2009, we had current assets of $403 and current liabilities of $1,351,980 for negative working capital of $1,351,577. Current assets consisted entirely of cash and cash equivalents.

At September 30, 2009, we had property and equipment, net totaling $889, consisting of computer and equipment, furniture and fixtures in the aggregate amount of $14,737 less the accumulated depreciation of $13,848.

19

Current liabilities at September 30, 2009, consisted of accounts payable of $26,847, amounts due to related parties of $587,574, accrued expenses of $59,119, notes payable of $262,982, and liabilities related to discontinued operations of $415,458. We also had contingent liabilities of $274,610, including accrued payables to creditors.

For the nine months ended September 30, 2009, net cash used in operating activities totaled $96,324 compared to net cash used in operating activities of $207,190 in the prior year period. Our operating activities since inception have been funded primarily by the sale of our common stock and the issuance of convertible notes and promissory notes.

There were no net cash used in investing activities for the nine months ended September 30, 2009. In the prior year period, there was no net cash used in investing activities.

For the nine months ended September 30, 2009, net cash provided by financing activities totaled $93,000 in proceeds from notes payable. In the prior year period, net cash provided by financing activities totaled $15,720 in proceeds from notes payable to related parties.

To date, our primary source of liquidity has been proceeds from the sale of our common stock and notes payable to finance operations and business activities. In each year we incurred significant recurring losses which have resulted in an accumulated deficit of $4,372,008 and a working capital deficit of approximately $1,352,000, as of September 30, 2009. Accordingly, our financial statements include a going concern qualification raising substantial doubt about Lexon’s ability to continue as a going concern. Notwithstanding the above, subsequent to end of the third quarter and as of the date of this report, the company has completed a reverse merger with Paragon Toner, Inc on October 22, 2009.

Off-Balance Sheet Arrangements.

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the “Certifying Officer”) is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared. The Certifying Officer has evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2009 and believes that the Company’s disclosure controls and procedures are not effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Management has used the framework set forth in the report entitled /Internal Control - Integrated Framework/ published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

We are smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

20

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are two pending legal proceedings against us.

On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On or about May 2, 2009, Lexon became aware of a default judgment entered in the amount above. Such judgment was entered on December 22, 2009. On or about May 8, 2009, Lexon has retained the law firm of Smith, Chapman & Campbell for the purpose of setting aside the default judgment as the Company was never in receipt of the notice of default entry. On or about July 21, 2009, the court set aside the default as the court agreed that service was never properly served.

On September 5, 2008, Vivien and David Bollenberg, a current shareholder (the “Bollenbergs”), filed a claim against Lexon and other third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other financial agents and institutions involved in the alleged fraudulent transaction. The lawsuit is currently pending in the Orange County Superior Court in Santa Ana, California. The filed complaint alleges that Ben Hwang together with his representatives, including his accountant, escrow agent and real estate agent/broker, made certain representations to and solicited the Bollenbergs to make an investment in several companies and ventures including Lexon with the intent to misappropriate the solicited funds for personal use. The Bollenbergs allege that they invested a total of $1,500,000 among and between the various companies and ventures recommended by Ben Hwang, of which investment amount approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea and later converted into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). The final disposition of this case has not yet been resolved. ..

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit 31.1 -	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13(A)-14 AND 15(D)-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
Exhibit 31.2 -	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13(A)-14 AND 15(D)-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
Exhibit 32 -	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

21

SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, duly authorized.

Date: November 20, 2009

LEXON TECHNOLOGIES, INC.
/s/ James Park
James Park
Chief Executive Officer

22

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Park, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lexon Technologies, Inc. for the quarter ended September 30, 2009;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2009

/s/ James Park
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bong Park, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lexon Technologies, Inc. for the quarter ended September 30, 2009;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2009

/s/ Bong Park
Chief Financial Officer

EX-32.1

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. 1350, I, the undersigned Chief Executive Officer and Chief Financial Officer of Lexon Technologies, Inc. (the “Company”), hereby certifies, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2009 (the “Report”), fully complies with the requirements of Section 13 (a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 20, 2009

/s/ James Park
Chief Executive Officer

/s/ Bong Park
Chief Financial Officer