-----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, WsEgHHJ7ya8Dy+n9Hm06J4ng52R9kEGMQN/cnUxUXUuM7dn7AGFk+P0OgcErlD0J JlliMnKB7QvHZ4n+6pGotg== 0001179350-05-000021.txt : 20050331 0001179350-05-000021.hdr.sgml : 20050331 20050331171250 ACCESSION NUMBER: 0001179350-05-000021 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 EFFECTIVENESS DATE: 20050331 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24721 FILM NUMBER: 05721658 BUSINESS ADDRESS: STREET 1: 8 CORPORATE PARK, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 949-477-4000 MAIL ADDRESS: STREET 1: 8 CORPORATE PARK, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92606 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 NT 10-K 1 f12b252.txt LEXON 04DEC LATE NOTICE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2004 SEC FILE NUMBER: 0-24721 CUSIP NUMBER: 52977N 20 8 PART I - REGISTRANT INFORMATION Full Name of Registrant: Lexon Technologies, Inc. Address of Principal Executive Offices: 8 Corporate Park, Suite 300, Irvine, California 92606 PART II - Rules 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box is appropriate) [x] The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense PART III - NARRATIVE State below with reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, NSAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Certain aspects of the registrant's review process have not been completed prior to the filing date. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Jehy Lah (949)477-4000 (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities and Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof? [X] Yes [ ] No 2 If so, attach an explanation of the anticipated significant change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Lexon Technologies, Inc. acquired a majority interest in Techone Company, Ltd., a Republic of Korea corporation ("Techone"), in December 2004. Attached hereto are audited financial statements for Techone at December 31, 2003. Because Techone is an operating entity, there may be changes in results of operations for Lexon from the corresponding period for the last fiscal year. Audited financial statements for Techone for the current year period are still being prepared, therefore the effect on the consolidated financial statements for Lexon is difficult to determine at this time. Lexon Technologies, Inc. -------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunder duly authorized. Date: March 31, 2005 By:/S/Kenneth J. Eaken, Principal Executive Officer INDEPENDENT AUDITORS' REPORT The Board of Directors Techone Company, Ltd. We have audited the accompanying balance sheet of Techone Company, Ltd. as of December 31, 2003, and the related statements of operations, stockholders' equity and comprehensive income, and cash flows for the years ended December 31, 2003 and 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Techone Company, Ltd. as of December 31, 2003, and the results of its operations and its cash flows for the years ended December 31, 2003 and 2002, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit and has suffered recurring losses to date, which raises substantial doubt about its ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/Chisholm, Bierwolf & Nilson Chisholm, Bierwolf & Nilson North Salt Lake, Utah March 4, 2005 TECHONE COMPANY, LTD. Balance Sheet ASSETS December 31, 2003 ------------ CURRENT ASSETS Cash and cash equivalents $ 2,716 Accounts receivable (Note 1) 148,762 Inventory (Note 1) 136,501 ------------ Total Current Assets 287,979 ------------ PROPERTY AND EQUIPMENT, net (Notes 1 and 3) 3,087,990 ------------ OTHER ASSETS Investment, recorded under the equity method (Note 4) 100,025 Prepaid construction costs (Note 3) 115,870 Other assets 17,320 ------------ Total Other Assets 233,215 ------------ TOTAL ASSETS $ 3,609,184 ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 695,406 Accrued expenses 162,854 Due to related parties (Note 6) 350,298 Notes payable, current (Note 5) 1,779,346 ------------ Total Current Liabilities 2,987,904 ------------ LONG-TERM DEBT Notes payable (Note 5) 421,540 ------------ Total Long-Term Debt 421,540 ------------ Total Liabilities 3,409,444 ------------ STOCKHOLDERS' EQUITY Common stock 1,462,069 Other comprehensive income (116,200) Accumulated deficit (1,146,129) ------------ Total Stockholders' Equity 199,740 ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,609,184 ============ TECHONE COMPANY, LTD. Statements of Operations For the Years Ended December 31, 2003 2002 ----------- ----------- REVENUES $ 125,028 $ 279,549 ----------- ----------- EXPENSES Cost of sales 93,481 201,640 Research and development 279,617 185,141 Selling, general and administrative 239,422 40,779 Depreciation and amortization 170,385 101,535 ----------- ----------- Total Expenses 782,905 529,095 ----------- ----------- LOSS FROM OPERATIONS (657,877) (249,546) ----------- ----------- OTHER INCOME (EXPENSE) Interest income 13 220 Other income 23,477 6,256 Gain (loss) on disposition of assets 67,039 (14) Loss on investment (Note 4) (25,942) - Interest expense (162,767) (100,276) ----------- ----------- Total Other Income (Expense) (98,180) (93,814) ----------- ----------- NET LOSS (756,057) (343,360) ----------- ----------- OTHER COMPREHENSIVE INCOME (LOSS) Gain (loss) on foreign currency exchange 6,496 (123,387) ----------- ----------- NET COMPREHENSIVE LOSS $ (749,561) $ (466,747) =========== =========== BASIC LOSS PER SHARE $ (2.20) $ (1.70) =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 343,024 202,137 =========== =========== TECHONE COMPANY, LTD Statements of Stockholders' Equity and Comprehensive Income
Other Common Stock Comprehensive Accumulated Shares Amount Income Deficit ---------- ---------- - ---------- ---------- Balance, January 1, 2002 200,000 $ 753,967 $ 691 $ (57,403) Common stock issued for cash 20,000 83,546 - - - Currency translation adjustment - - (123,387) - Net loss for the year ended December 31, 2002 - - - - (343,360) ---------- ---------- - ---------- ---------- Balance, December 31, 2002 220,000 837,513 (122,696) (400,763) Common stock issued for cash 150,000 624,556 - - - Currency translation adjustment - - 6,496 - Net loss for the year ended December 31, 2003 - - - - (756,057) ---------- ---------- - ---------- ---------- Balance, December 31, 2003 370,000 $ 1,462,069 $ (116,200) $(1,156,820) ========== ========== ========== ==========
TECHONE COMPANY, LTD. Statements of Cash Flows For the Years Ended December 31, 2003 2002 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (756,057) $ (343,360) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 170,385 101,535 (Gain) loss on disposition of assets (67,039) 14 Loss on investment 25,942 - Changes in assets and liabilities: Decrease in other assets 12,180 86,204 Increase in accounts receivable (85,017) (12,154) Increase in inventory (124,521) (11,980) Increase in accounts payable and accrued expenses 371,874 186,449 ----------- ----------- Net Cash Used in Operating Activities (452,253) 6,708 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for property and equipment (338,688) (1,253,973) Cash paid for investments (125,967) - Cash paid for construction costs (4,543) (44,407) ----------- ----------- Net Cash Used in Investing Activities (469,198) (1,298,380) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments made on notes payable (292,251) (906,408) Proceeds from notes payable 252,264 2,193,456 Change in related party payables 332,747 (6,734) Cash received from issuance of common stock 624,556 83,546 ----------- ----------- Net Cash Provided by Financing Activities 917,316 1,363,860 ----------- ----------- EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 6,496 (123,387) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 2,361 (51,199) CASH AND CASH EQUIVALENTS AT BEG OF YEAR 355 51,554 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,716 $ 355 =========== =========== TECHONE COMPANY, LTD Notes to the Financial Statements December 31, 2003 and 2002 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization The financial statements presented are those of Techone Company, Ltd. (the Company). The Company was incorporated in the Republic of South Korea and manufactures and sells 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. b. Accounting Methods The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end. c. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. d. Accounts Receivable Accounts receivable are shown net of an allowance for doubtful accounts of $0 at December 31, 2003. e. Estimates 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. f. Basic (Loss) Per Share The computations of basic (loss) per share of common stock are based on the weighted average number of common shares outstanding during the period of the financial statements. December 31, 2003 2002 Numerator - (loss) $(756,057) $(343,360) Denominator - weighted average number of shares outstanding 343,024 202,137 -------- -------- Loss per share $ (2.20) $ (1.70) ======== ======== TECHONE COMPANY, LTD Notes to the Financial Statements December 31, 2003 and 2002 NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) g. Property and Equipment Property and equipment is recorded at cost. Major additions and improvement are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows: Description Estimated Useful Life Buildings and improvements 30 years Machinery and equipment 10 years Automobiles 5 years Office and other equipment 5 years Depreciation expense for the years ended December 31, 2003 and 2002 was $170,385 and $101,535, respectively. In accordance with Financial Accounting Standards Board Statement 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. At December 31, 2003, no impairments were recognized. h. Inventory Raw materials are stated at the lower of cost (on a first-in, first-out basis) or market. The inventory at December 31, 2003 consists of raw materials used in the assembly and production of the electronic components. i. Provision for Income Taxes No provision for income taxes has been recorded due to net operating loss carryforwards totaling approximately $1,146,000 that will be offset against future taxable income. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforwards will expire unused. j. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, the seller's price to the buyer is fixed or determinable, collectibility is reasonably assured and delivery has occurred. As such, the Company recognizes revenues 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. TECHONE COMPANY, LTD. Notes to the Financial Statements December 31, 2003 and 2002 NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) k. Functional Currency & Foreign Currency Translation The Company's functional currency is the South Korean Won. In accordance with the Statement of Financial Accounting Standard No. 52, Foreign Currency Translation, the assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rate of exchange existing at period end and revenues and expenses are translated at average monthly exchange rates. Related translation adjustments are reported as a separate component of stockholders' equity, whereas, gains or losses relating from foreign currency transactions are included in the results of operations. l. Newly Adopted Pronouncements On December 16, 2004, the FASB issued SFAS No. 123(R), Share-Based Payment , which is an amendment to SFAS No. 123, Accounting for Stock-Based Compensation. This new standard eliminates the ability to account for share-based compensation transactions using Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and generally requires such transactions to be accounted for using a fair-value-based method and the resulting cost recognized in our financial statements. This new standard is effective for awards that are granted, modified or settled in cash in interim and annual periods beginning after June 15, 2005. In addition, this new standard will apply to unvested options granted prior to the effective date. The Company will adopt this new standard effective for the fourth fiscal quarter of 2005, and has not yet determined what impact this standard will have on its financial position or results of operations. In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4 "Inventory Pricing" to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4 previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this Statement will have any immediate material impact on the Company. TECHONE COMPANY, LTD. Notes to the Financial Statements December 31, 2003 and 2002 NOTE 2 - GOING CONCERN The Company's 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 $1,146,129 at December 31, 2003, a working capital deficit of approximately $2,700,000, and limited internal financial resources. These factors combined, raise substantial doubt about the Company's ability to continue as a going concern. The Company was able to raise an additional $624,556 through the issuance of common stock during the year ended December 31, 2003 which has been used for operations, property and equipment purchases and investment acquisitions. The accompanying 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 until revenues are sufficient to cover the operating expenses. NOTE 3 -PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2003: Buildings and improvements $ 1,708,143 Land 455,436 Machinery and equipment 1,047,600 Automobiles 45,130 Office and other equipment 126,481 Accumulated depreciation (294,800) ---------- Total Property and Equipment $ 3,087,990 ========== The Company has also advanced funds on the construction of a new building and related equipment totaling $115,870 at December 31, 2003. Once the required paperwork is completed, the amounts will be reclassified to construction-in-progress in the accompanying financial statements. NOTE 4 - INVESTMENT RECORDED UNDER THE EQUITY METHOD During 2003, the Company invested a total of $125,967 into a Korean company called Mirae Sojae Company, and acquired a total of 30,000 shares of common stock, representing a 10% interest. The investment is being recorded under the equity method of accounting under which the Company's share of the net income (loss) is recognized as income (loss) in the Company's statement of operations and added (deducted) to the investment account. Any distributions received are deducted from the investment account. During 2003, the Company recorded a loss on this investment of $25,942 representing the Company's share of the 2003 loss for Mirae Sojae Company, reducing the investment to $100,025 at December 31, 2003. TECHONE COMPANY, LTD Notes to the Financial Statements December 31, 2003 and 2002 NOTE 5 -NOTES PAYABLE Notes payable consisted of the following at December 31, 2003: Notes payable for three automobiles, principal and interest due monthly at rates of 8.20% to 16.0%, mature from February 2004 to August 2005, secured by the vehicles. $ 11,062 Note payable to a bank in Korea, interest at 6.15% per annum, due in March 2004, secured by assets of the Company. 1,426,980 Note payable to a bank in Korea, interest at 6.22% per annum, due in May 2003, currently in default, secured by assets of the Company. 68,552 Notes payable to a bank in Korea, interest at 19,0% per annum, due in February 2004, secured by assets of the Company. 159,930 Note payable to a bank in Korea, interest at 8.00% per annum, due in March 2004, secured by assets of the Company. 41,970 Note payable to a bank in Korea, interest at 9.65% per annum, due in January 2004, secured by assets of the Company. 41,970 Note payable to a bank in Korea, interest at 6.09% per annum, due in August 2011, secured by assets of the Company. 419,700 Other notes payable 30,722 ---------- Total Notes Payable 2,200,886 Less: Current Portion (1,779,346) --------- Long-Term Notes Payable $ 421,540 ========= The aggregate principal maturities of notes payable are as follows: Year Ended December 31, Amount 2004 $ 1,779,346 2005 - 2006 - 2007 - 2008 - 2009 and thereafter 421,540 ---------- Total $ 2,200,886 ========== TECHONE COMPANY, LTD Notes to the Financial Statements December 31, 2003 and 2002 NOTE 6 - RELATED PARTY TRANSACTIONS The Company has been advanced funds totaling $350,298 at December 31, 2003 from certain officers of the Company and other related individuals which funds have been used for operating costs. These amounts are non-interest bearing and payable on demand. 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 December 31, 2003. The Company has no investments in derivative financial instruments. NOTE 8 - STOCK TRANSACTIONS During 2002, the Company issued 20,000 shares of common stock to a private investor at $4.22 per share for total proceeds of $83,546, net of offering costs. During 2003, the Company issued a total of 150,000 shares of common stock to private investors at $4.20 per share for total proceeds of $624,556, net of offering costs. NOTE 9 - SUBSEQUENT EVENT Effective December 2004, a controlling interest (87.45%) of the Company's common stock was acquired by Lexon Technologies, Inc., a U.S. public company, for consideration of $1,585,000. NOTE 10 - OTHER COMPREHENSIVE INCOME The Company reports other comprehensive income in accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes standards for reporting in the financial statements all changes in equity during a period, except those resulting from investments by and distributions to owners. The cumulative effect of foreign currency translation adjustments from South Korean Won to U.S. dollars, which is included in other comprehensive income in the stockholders' equity section, consisted of the following: December 31, 2003 2002 Balance, beginning of year $ (122,696) $ 691 Effect of currency exchange rate changes 6,496 (123,387) --------- --------- Balance, end of year $ (116,200) $ (122,696) ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----