0001062993-11-002058.txt : 20110512 0001062993-11-002058.hdr.sgml : 20110512 20110512152821 ACCESSION NUMBER: 0001062993-11-002058 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110511 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXON TECHNOLOGIES INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] 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: 11835570 BUSINESS ADDRESS: STREET 1: 14830 DESMAN ROAD CITY: LA MIRADA STATE: CA ZIP: 90638 BUSINESS PHONE: 714-522-0260 MAIL ADDRESS: STREET 1: 14830 DESMAN ROAD CITY: LA MIRADA STATE: CA ZIP: 90638 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 8-K/A 1 form8ka.htm FORM 8-K/A Lexon Technologies Inc: Form 8-K/A- Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2011

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

Delaware 0-24721 87-0502701
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

14830 Desman Road La Mirada, CA 90638
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (714) 522-0260

____________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

1


SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

EXPLANATORY NOTE

On the advice of our CPA’s and our legal counsel, we have made the revision to our 8-K that was first submitted on December 31, 2010.

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 Entry into a Material Definitive Agreement.

See Item 2.01

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

Sale of Paragon Toner Inc.

On May 11, 2011, the following clarification was made to that Agreement dated December 31, 2010. Whereas all of the assets and all of the liabilities of the Paragon Toner Division of Lexon Technologies Inc will be exchanged for existing Lexon Technologies Inc. shares specifically 166,300,000 shares held by James Park and 66,700,000 shares held by Young Won for a total of 200,000,000 shares of Lexon Technologies.

The internet properties namely 7inkjet.com, nanoninket.com and Yourcartridges.com will remain with Lexon Technologies Inc, and will become the main operation of the company.

It is further noted, that the total liabilities of Lexon Technologies post disposition of all assets and liabilities of Paragon Toner Inc, will be $402,752 which are the liabilities of Lexon Technologies Inc.

Exhibits
 
99.1 Amended Purchase Agreement
   
99.2 Shareholder Resolution

2


SIGNATURE

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 hereunto duly authorized.

  LEXON TECHNOLOGIES INC.
     
     
Date: May 12, 2011 By: /s/ James Park
    James Park
    CEO


EX-99.1 2 exhibit99-1.htm AMENDED PURCHASE AGREEMENT Lexon Technologies Inc.: Exhibit 99.1- Filed by newsfilecorp.com

AMENDED PURCHASE AGREEMENT

THIS AGREEMENT ("Agreement") is made on May 11, 2011.

BETWEEN:

(1)

Lexon Technologies Inc, a company duly incorporated in and under the laws of the state of Delaware and listed on the OTC BB market (" Seller "); and

   
(2)

James Park and Young Won individuals and residents of California (“Buyers”).

WHEREAS

Reference is made to that Purchase Agreement dated December 31, 2010 between Buyers and Sellers.

This Agreement will serve as the amended agreement, and the previous agreement will be null and void.

Buyers compose the management of the company and because of the performance of Paragon Toner Division of Lexon Technologies, for fiscal year 2010 as well as in anticipation of a reverse merger, are willing to buy all of the assets and all of the liabilities of the Paragon toner division of Lexon Technologies Inc. in return of Buyers existing shares of Lexon Technologies Inc.

After the transaction and after the company receives shares, such shares will be cancelled by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable considerations, the receipt of which is hereby acknowledged, the Parties agree as follows:

1

PURCHASE

   

Seller agrees to sell all assets and liabilities of the Paragon Toner Division of Lexon Technologies Inc. in exchange of


James Park 133,300,000 shares
Young Won 66,700,000 shares

Representing a total of 200,000,000 shares of Lexon Technologies.

   
2

CLOSING

   
  Share certificates of Lexon Technologies Inc. will be given to the company at the earliest date possible.
   
3 CANCELLATION OF SHARES
   
  After the Closing occurs, the Company will cancel the 200,000,000 shares at the earliest date possible which will be done through the assistance of transfer agent and subject to Finra guidelines and SEC disclosure rules and regulations.




4. REPRESENTATIONS AND COVENANTS
   
  Seller represents and warrants to the Buyer that:

  a)

Organization, Good Standing and Qualification - Seller is a company duly organized, validly existing and in good standing under the laws of Delaware and has full power and authority to conduct this transaction.

     
  b)

Authorization & Enforceability - Seller has all rights, powers and authority to enter into this Agreement and to consummate the transaction contemplated hereby. All actions on the part of Seller necessary for the authorization, execution, delivery and performance of this Agreement by Seller hereunder have been taken.

MISCELLANEOUS

Amendment - Except as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

Binding Effect & One Agreement - This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

Law & Jurisdiction - NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

Legal Costs on Frivolous Claim - In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in establishing his or its claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other parties shall be entitled to recover from such claimant all of its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.

Severability - The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.

No Waiver - A waiver by any party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

Further Acts - The parties shall execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Duplicate & Counterparts - This Agreement may be executed in two or more counterparts each of which is an original, but all of which shall together constitute one and the same instrument.

Signature Page to Follow



ACCEPTED AND AGREED  
   
Signed by  
for and on behalf of  
Lexon Technologies Inc.  
   
   
/s/ James Park  
James Park  
CEO / President  
   
   
   
/s/ James Park  
James Park  
   
   
   
/s/ Young Won  
Young Won  


EX-99.2 3 exhibit99-2.htm SHAREHOLDER RESOLUTION Lexon Technologies Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

RESOLUTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS
OF
LEXON TECHNOLOGIES, INC. A Delaware Corporation

May 11, 2011

IN LIEU OF SPECIAL MEETING

The undersigned (see attached Written Consents) constituting a majority shareholding of Lexon Technologies, Inc, a Delaware corporation, (the “Corporation”), acting pursuant to the authority of Section 141,of the General Corporation Law of the State of Delaware and the Bylaws of the Corporation, and with the understanding that the execution of this consent is in lieu of holding a special shareholders’ meeting, does hereby adopt the following resolutions.

SALE OF PARAGON TONER INC.

WHEREAS, the company hereby will sell all the assets and liabilities of the Paragon Toner Division of Lexon Technologies Inc in exchange of 200,000,000 existing shares of Lexon Technologies specifically:

James Park   133,300,000 shares
Young Won 66,700,000 shares

CANCELLATION OF COMPANY STOCK

WHEREAS, further after the 200,000,000 shares are received, immediately after receipt these shares will be cancelled by the company.

INTERNET PROPERTIES TO REMAIN WITH LEXON TECHNOLOGIES.

WHEREAS, notwithstanding the above, Lexon will retain the internet businesses of Lexon Technologies, namely the website known as 7inkjet.com, nanoinkjet.com and yourcartidges.com and all revenues and profits derived therefrom. Lexon Technologies will continue as a going concern.

RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed on behalf of the Corporation to execute any agreements, instruments or other documents, and to do and cause to be done any and all other acts and things as such officers may be in their discretion deem necessary or appropriate to carry out the purposes of the foregoing resolutions.



/s/ James Park  
James Park  
198,406,919 shares  
   
   
   
/s/ Young Won  
Young Won  
99,030,531 shares