-----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, TWg0xfjeKpLFNqm6u1iehac9Q1KGK3SqPql8sl/NjpeT+lSD+aFqtY4wstmLCj5s 45N1+1aANznMysizEympIQ== 0001179350-05-000087.txt : 20051121 0001179350-05-000087.hdr.sgml : 20051121 20051121121136 ACCESSION NUMBER: 0001179350-05-000087 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24721 FILM NUMBER: 051217150 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 10QSB 1 f05s10q.txt LEXON 05SEP 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2005 Commission File Number 0-24721 LEXON TECHNOLOGIES, INC. ----------------------------------------------------- (Exact Name of Registrant, as Specified in its Charter) Delaware 87-0502701 - ------------------------------- ---------------------------------- (State or other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 8 Corporate Park, Suite 300, Irvine, California 92606 ------------------------------------------------------ (Address of Principle Executive Offices) (949)477-4000 -------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate, by check mark, 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. (1) Yes X No (2) Yes X No --- --- --- --- 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. Common Stock, $.001 par value 34,183,778 - ----------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of September 30, 2005 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS LEXON TECHNOLOGIES, INC. AND SUBSIDIARY FINANCIAL STATEMENTS (UNAUDITED) The accompanying financial statements have been prepared by the Company, without audit, in accordance with the instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore may not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 3 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets ASSETS September 30, December 31, 2005 2004 ----------- ----------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 17,380 $ 7,001 Accounts receivable 14,025 825 Advances to related parties 21,275 268,407 Proceeds of sale due from the courts 682,371 - Prepaid expenses 6,268 1,022 Inventory 1,095 14,134 Interest receivable 32,377 21,749 Note receivable - related party 167,000 167,000 ----------- ----------- Total Current Assets 941,791 480,138 ----------- ----------- PROPERTY AND EQUIPMENT, net 151,030 2,852,279 ----------- ----------- OTHER ASSETS Investments, recorded at cost 261,667 261,667 Investments, recorded under the equity method 115,111 115,111 Goodwill 1,851,692 1,851,692 Deposits and other assets 6,678 13,607 ----------- ----------- Total Other Assets 2,235,148 2,242,077 ----------- ----------- TOTAL ASSETS $ 3,327,969 $ 5,574,494 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 4 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) September 30, December 31, 2005 2004 ----------- ----------- (Unaudited) CURRENT LIABILITIES Accounts payable $ 1,151,258 $ 564,611 Accounts payable - related parties 445,029 313,560 Accrued expenses 1,370,616 1,465,898 Convertible notes payable 118,575 58,000 Notes payable, current 111,325 1,635,603 ----------- ----------- Total Current Liabilities 3,196,803 4,037,672 ----------- ----------- LONG-TERM DEBT Notes payable - 483,305 ----------- ----------- Total Long-Term Debt - 483,305 ----------- ----------- Total Liabilities 3,196,803 4,520,977 ----------- ----------- CONTINGENT LIABILITIES 460,874 460,874 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value $0.001 per share; authorized 100,000,000 shares; 34,183,778 shares issued and outstanding 34,184 34,184 Additional paid-in capital 3,066,839 3,066,839 Other comprehensive income (loss) (70,420) 6,318 Deficit accumulated during the development stage (3,360,311) (2,514,698) ----------- ----------- Total Stockholders' Equity (Deficit) (329,708) 592,643 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 3,327,969 $ 5,574,494 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 5 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited)
From Inception For the For the on July 18, 2001 Three Months Ended Nine Months Ended Through September 30, September 30, September 30, 2005 2004 2005 2004 2005 ----------- ----------- ----------- ----------- ----------- REVENUES $ 16,082 $ - $ 16,082 $ - $ 16,082 ----------- ----------- ----------- ----------- ----------- EXPENSES Research and development 40,765 - 64,957 - 470,201 Selling, general and administrative 278,849 119,559 795,986 406,395 2,862,632 Bad debt expense - - 5,335 - 41,276 Depreciation and amortization 62,441 964 204,623 2,891 215,432 ----------- ----------- ----------- ----------- ----------- Total Expenses 382,055 120,523 1,070,901 409,286 3,589,541 ----------- ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (365,973) (120,523) (1,054,819) (409,286) (3,573,459) ----------- ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE) Interest income 20,310 3,212 27,555 9,602 50,375 Other income - - - 5,000 6,000 Gain (loss) on sale or foreclosure of assets 894,875 - 894,875 - 893,741 Gain on forgiveness of debt - - - - 19,872 Interest expense (646,047) (5,381) (713,224) (15,304) (756,840) ----------- ----------- ----------- ----------- ----------- Total Other Income (Expense) 269,138 (2,169) 209,206 (702) 213,148 ----------- ----------- ----------- ----------- ----------- NET LOSS (96,835) (122,692) (845,613) (409,988) (3,360,311) ----------- ----------- ----------- ----------- ----------- OTHER COMPREHENSIVE INCOME (LOSS) Gain (loss) on foreign currency (51,374) (259) (76,738) 1,795 (70,420) ----------- ----------- ----------- ----------- ----------- NET COMPREHENSIVE LOSS $ (148,209) $ (122,951) $ (922,351) $ (408,193) $ (3,430,731) =========== =========== =========== =========== =========== BASIC LOSS PER SHARE $ (0.00) $ (0.01) $ (0.02) $ (0.02) =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 34,183,778 20,688,778 34,183,778 20,688,778 =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 6 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited)
From Inception on July 18, 2001 For the Nine Months Ended Through September 30, September 30, 2005 2004 2005 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (845,613) $ (409,988) $ (3,360,311) Adjustments to reconcile net loss to net cash (used in) operating activities: Depreciation and amortization 204,623 2,891 215,379 Stock for services - - 263,720 Stock for technology - - 375,000 Bad debt expense 5,335 10,574 41,276 (Gain) on forgiveness of debt - - (19,872) (Gain) on foreclosure of assets (894,875) - (894,875) Changes in assets and liabilities (net of acquisition) Decrease in other assets 6,929 4,901 6,929 (Increase) decrease in accounts receivable and accounts receivable, related (39,810) 98 (49,982) Increase in prepaid expenses (5,246) - (5,246) Decrease in inventory 13,039 - 13,039 Increase in interest receivable (10,628) (9,984) (32,377) Change in currency conversion (76,738) 1,795 (70,420) Increase in accounts payable and accrued expenses 1,543,270 299,871 2,276,636 ----------- ----------- ----------- Net Cash (Used in) Operating Activities (99,714) (99,842) (1,241,104) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for property and equipment - - (13,277) Cash paid for related party notes receivables - - (235,554) Cash received from related party notes receivables 268,407 - 310,407 Cash paid for investments - (178,334) (1,846,667) Cash placed into escrow - - (150,000) Cash received from escrow - - 150,000 Cash paid for note receivable - - (200,000) Note receivable converted in acquisition - - 200,000 Cash received in acquisition - - 39,158 ----------- ----------- ----------- Net Cash Provided by (Used in) Investing Activities 268,407 (178,334) (1,745,933) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Receipt of subscription receivable - - 220,000 Proceeds from related party notes - - 239,731 Proceeds from notes payable 75,575 45,000 148,575 Cash paid on notes payable (233,889) (15,000) (248,889) Cash received from stock deposits - 550,000 - Cash received from issuance of common stock - - 2,645,000 ----------- ----------- ----------- Net Cash Provided by (Used in) Financing Activities (158,314) 580,000 3,004,417 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,379 301,824 17,380 CASH AND CASH EQUIVALENTS AT BEG OF PERIOD 7,001 18 834 - ----------- ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,380 $ 320,658 $ 17,380 =========== =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION Cash Payments For: Interest $ 717,548 $ - $ 717,548 Income taxes $ - $ - $ - Non-Cash Investing and Financing Activities Stock issued for technology $ - $ - $ 375,000 Stock issued for services $ - $ - $ 263,720
The accompanying notes are an integral part of these consolidated financial statements. 7 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements September 30, 2005 and December 31, 2004 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its December 31, 2004 Annual Report on Form 10-KSB. Operating results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. NOTE 2 - LOSS PER SHARE Following is a reconciliation of the loss per share for the three and nine months ended September 30, 2005 and 2004: For the Three Months Ended September 30, 2005 2004 ---------- ---------- Net (loss) available to common shareholders $ (148,209) $ (122,951) ========== ========== Weighted average shares 34,183,778 20,688,778 ========== ========== Basic loss per share (based on weighted average shares) $ (0.00) $ (0.01) ========== ========== For the Nine Months Ended September 30, 2005 2004 ---------- ---------- Net (loss) available to common shareholders $ (922,351) $ (408,193) ========== ========== Weighted average shares 34,183,778 20,688,778 ========== ========== Basic loss per share (based on weighted average shares) $ (0.02) $ (0.02) ========== ========== 8 LEXON TECHNOLOGIES, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements September 30, 2005 and December 31, 2004 NOTE 3 - GOING CONCERN The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred significant losses which have resulted in an accumulated deficit of $3,360,311 at September 30, 2005, a working capital deficit of approximately $2,255,000, and limited internal financial resources. These factors combined, raise substantial doubt about the Company's ability to continue as a going concern. 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 these uncertainties. 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. The Company was able to raise an additional $1,700,000 through the issuance of common stock during the year ended December 31, 2004 which was used primarily for the acquisition of Techone Company, Ltd. (Techone), a Republic of South Korea corporation, through an investment of $1,585,000 (for an approximate 90% interest). However, as discussed in Note 4, the majority of Techone's assets were seized and sold at auction effective August 19, 2005 to satisfy certain secured creditors. This transfer of assets has been recorded by the Company at September 30, 2005 which resulted in a gain on foreclosure of assets totaling $894,875 (which represents the book value of the debt paid, less the book value of the assets seized). Management has negotiated with the acquirer for a lease arrangement to allow the Company to continue operations and use the Techone facilities. The new landlord has agreed to lease the building, land and equipment to the Company for 20 million South Korean Won per month (approximately $18,000 U.S. dollars per month). NOTE 4 - MATERIAL EVENTS On June 21, 2005, in the District Administrative Court in Pyeongtaek, Korea, the tangible assets of Techone were auctioned to the highest bidder to satisfy the interest of the secured creditors. The result of the auction was the transfer of the assets to an unrelated party for the sum of 3,751,345,451 Korean won (approximately $3,598,000 at September 30, 2005). Per the relevant auction requirements, the buyer paid a 20% deposit with the balance amount paid on July 21, 2005. The proceeds of the auction have been distributed by the court to satisfy the secured creditors and as many unsecured creditors as possible. As discussed above, this transfer of assets has been recorded by the Company at September 30, 2005 and resulted in a gain on foreclosure of assets totaling $894,875 (which represents the book value of the debt paid, less the book value of the assets seized). Management has negotiated with the acquirer for a lease arrangement to allow the Company to continue operations and use the Techone facilities. The new landlord has agreed to lease the building, land and equipment to the Company for 20 million South Korean Won per month (approximately $18,000 U.S. dollars per month). In August 2005, the Company completed a reorganization of its former wholly owned subsidiary, Lexon Korea, such that the Company became a 10% equity holder in the reorganized company. This reorganization has had no material effect on the Company's financial statements for the three months ended September 30, 2005. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Forward-looking Statements - --------------------------------------------------------- This report may contain "forward-looking" statements. Examples of forward- looking statements include, but are not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of plans and objectives of our management or Board of Directors; (c) statements of future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions. General - ------- 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. Techone is a corporation that 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. The manufacturing process is a patented method for producing low temperature cofired ceramic electronic components. We intend to operate Techone as a majority-owned subsidiary and the business of Techone will be the operating business of the Company going forward. However, most of Techone's assets were seized and sold at auction effective August 19, 2005 to satisfy certain secured creditors. Management has negotiated a lease arrangement with the acquirer to allow the Company to continue operations and use the Techone facilities. The new landlord has agreed to lease the building, land and equipment to the Company for 20 million South Korean Won per month (approximately $18,000 U.S. dollars per month). Because of the above acquisition, comparisons to the prior year period in which we had no operations may not be useful in determining the results of planned operations going forward. Results of Operations - --------------------- Nine Months Ended September 30, 2005 compared to September 30, 2004 - ------------------------------------------------------------------- Revenues. We had minimal revenues of $16,082 for the nine months ended September 30, 2005 and no revenues for the prior year period. We anticipate revenues over the next fiscal year from the operation of Techone, our newly acquired majority owned subsidiary and, at this filing date, operations are continuing. Effective August 19, 2005, the land, building and approximately half of the manufacturing equipment were sold at auction to satisfy certain secured creditors. As previously discussed, management has negotiated a lease with the acquirer to continue operations and continue using the facilities. Operating expenses for the nine months ended September 30, 2005 were $1,070,901, consisting of $795,986 in selling, general and administrative expenses, $64,957 in research and development, $204,623 in depreciation and amortization, and $5,335 in bad debt expense. Operating expenses for the nine months ended September 30, 2004 were $409,286, consisting primarily of $406,395 for general and administrative expenses. 10 The increase in operating expenses during the nine months ended September 30, 2005 from the same period in 2004 reflects expenses associated with the operation of Techone for the current period. All expenses in 2004 were associated with maintenance of minimal office facilities, travel, due diligence and consulting expenses associated with the search for a business opportunity, and legal and accounting expenses related to our public filings. Operating expenses since inception (July 18, 2001) total $3,589,541. Our net loss per share for the nine months ended September 30, 2005 was $0.02, based on a weighted average of 34,183,778 shares outstanding. Other expense for the nine months ended September 30, 2005 consisted of $713,224 in interest expense, a gain on the foreclosure of assets of Techone of $894,875, and $27,555 in interest income. Other expense for the prior year period was $702, including interest and other income offset by interest expense. Management expects operating expenses to increase for the balance of the fiscal year due to the operation of Techone. Management plans to raise additional funds to continue and sustain operations of Techone through debt or equity financing. Liquidity and Capital Resources - ------------------------------- Our primary source of liquidity has been cash proceeds from the sale of our common stock and convertible debentures. We anticipate that we will need to raise significant additional capital to fund operations of Techone. At this date we have no agreements or commitments for long term funding. At September 30, 2005, we had current assets of $941,791 and current liabilities of $3,196,803 for negative working capital of $2,255,012. Current assets consisted primarily of cash, receivables, a note receivable from a related party, interest receivable, and additional proceeds of $682,371 from the courts related to the foreclosure sale of Techone's assets. At September 30, 2005, we had property and equipment, net totaling $151,030. We had other assets of $376,778 in investments, deposits and other assets of $6,678, and goodwill associated with the acquisition of Techone of $1,851,692, for total assets of $3,327,969. Current liabilities at September 30, 2005, consisted of accounts payable of $1,151,258, accounts payable - related parties of $445,029, accrued expenses of $1,370,616, convertible notes payable of $118,575 and notes payable of $111,325. We had no long-term debt at September 30, 2005 due to the foreclosure, and thus had total liabilities of $3,196,803. For the nine months ended September 30, 2005, net cash flows used in operating activities totaled $99,714 compared to net cash flows used in operating activities of $99,842 in the prior year period. Our operating activities since inception have been funded by the sale of our common stock and the issuance of convertible notes and promissory notes. For the nine months ended September 30, 2005, net cash provided by investing activities totaled $268,407 for cash received on a related party note receivable. For the nine months ended September 30, 2004, cash flows used by investing activities totaled $178,334 for various investments. 11 Net cash used in financing activities for the nine months ended September 30, 2005 consisted of $158,314, including cash paid on notes payable offset by proceeds from notes payable. In the prior year period, cash provided by financing activities totaled $580,000 in proceeds from notes payable and stock deposits. To date, our 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 losses which have resulted in an accumulated deficit of $3,360,311 at September 30, 2005, a working capital deficit and limited internal financial resources. Accordingly, our financial statements includes a going concern qualification raising substantial doubt about Lexon's ability to continue as a going concern. Our management hopes to be able to raise additional funds to continue and sustain operations of Techone through debt or equity financing. Management estimates that approximately $1,000,000 will be needed to accomplish these tasks, to continue development and production activities and deploy a new and invigorated sales and marketing effort. Management hopes to obtain such financing before the end of the fiscal year but no commitments have been received to date. If management is successful, the Company also intends to seek additional longer term capital to continue to develop the business and also to pursue acquisitions of other synergistic operating companies in order to develop profitable operations. If management is not successful in obtaining both short and long term financing, the Company may have to suspend or cease operations. ITEM 3. CONTROLS AND PROCEDURES Our principal executive and financial officer has participated with management in the evaluation of effectiveness of the controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our principal executive and financial officer believes that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) are effective as of the end of the period covered by the report. There have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting during the period covered by this report. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Effective August 19, 2005, in the District Administrative Court in Pyeongtaek, Korea, the tangible assets of Techone, the Company's recently acquired majority owned subsidiary, were auctioned to the highest bidder to satisfy the interest of the secured creditors. The bidder acquired the assets, paid a 20% deposit and subsequently completed payment on August 19, 2005. The proceeds of the auction have been distributed by the court to various note holders for principal and accrued interest. The Company recorded a gain on the foreclosure of assets totaling $894,875 (which represents the book value of the debt paid, less the book value of the assets seized). Management has negotiated with the acquirer for a lease arrangement to allow the Company to continue operations and use the Techone facilities. The new landlord has agreed to lease the building, land and equipment to the Company for 20 million South Korean Won per month (approximately $18,000 U.S. dollars per month). 12 ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULT BY THE COMPANY ON ITS SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted to the shareholders during the quarter ended September 30, 2005. ITEM 5. OTHER INFORMATION In August 2005, the Company completed a reorganization of its former wholly owned subsidiary, Lexon Korea, such that the Company became a 10% equity holder in the reorganized company. This reorganization has had no material effect on the Company's financial statements. At this time, the Company's only subsidiary is Techone, the operating entity. ITEM 6. EXHIBITS Exhibit 31 - CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANNES-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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized. LEXON TECHNOLOGIES, INC. Date: November 21, 2005 /S/Kenneth J. Eaken, CEO Principal Executive and Financial Officer EX-31 2 f05sex31.txt 05SEP PRIN EXEC AND FIN 302 CERT Exhibit 31 SECTION 302 CERTIFICATION CERTIFICATION I, Kenneth J. Eaken, certify that: 1. I have reviewed this quarterly report of Lexon Technologies, Inc. for the quarter ended September 30, 2005; 2. Based on my knowledge, this 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 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 small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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) evaluated the effectiveness of the small business issuer'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 (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting. Date: November 21, 2005 /S/Kenneth J. Eaken Principal Executive Officer Principal Financial Officer EX-32 3 f05sex32.txt 05SEP PRIN EXEC AND FIN 906 CERT Exhibit 32 SECTION 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Lexon Technologies, Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth J. Eaken, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: November 21, 2005 /S/Kenneth J. Eaken Principal Executive Officer Principal Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----