U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

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

                  For the quarterly period ended June 30, 2004

[ ]  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 0-25455

                              LEXINGTON RESOURCES, INC.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                88-0365453
________________________________________________________________________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                            7473 West Lake Mead Road
                             Las Vegas, Nevada 89128
                    ________________________________________
                    (Address of Principal Executive Offices)

                                 (702) 382-5139
                           ___________________________
                           (Issuer's telephone number)

                                       n/a
              ____________________________________________________
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                               _______       _______

                    Applicable   only  to   issuers   involved   in   bankruptcy
proceedings during the preceding five years.

                                       N/A

         Check whether the Registrant  filed all documents  required to be filed
by  Section  12, 13 and 15(d) of the  Exchange  Act  after the  distribution  of
securities under a plan confirmed by a court.

<PAGE>


                          Yes              No
                                _______       _______

                      Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

            Class                      Outstanding as of August 3, 2004

Common Stock, $.00025 par value                  15,298,352*

*After  taking  into effect the reverse  stock  split of  one-for-three  hundred
shares of common stock  effected  August 8, 2003 and the forward  stock split of
three-for-one shares of common stock effected January 26, 2004.

Transitional Small Business Disclosure Format (check one)

                          Yes              No    X
                                _______       _______



PART I.  FINANCIAL INFORMATION

ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS                                          2

         INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                        3

         INTERMIN CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

         INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                        4

         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS                   5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION OR PLAN OF OPERATION

ITEM 3. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   16

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                           21

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     22

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 22

ITEM 5.  OTHER INFORMATION                                                   22

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    22

SIGNATURES                                                                   23

<PAGE>


PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




                            LEXINGTON RESOURCES, INC.

                         (an exploration stage company)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                                  JUNE 30, 2004

                                   (unaudited)









CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                                      F-1


<PAGE>

<TABLE>
<CAPTION>


                            LEXINGTON RESOURCES, INC.
                         (an exploration stage company)

                       INTERIM CONSOLIDATED BALANCE SHEETS


                                                                         June 30,           December 31,
                                                                           2004                 2003
_______________________________________________________________________________________________________
                                                                        (unaudited)
<S>                                                                     <C>                 <C>
                                     ASSETS

CURRENT ASSETS
   Cash                                                                 $   780,759         $   351,420
   Prepaid expenses                                                          14,000                 450
   Accounts Receivable                                                       48,394                   -
   Deferred charges (Note 6)                                                 43,333                   -
_______________________________________________________________________________________________________
                                                                            886,486             351,870

FIXED ASSETS (net of depreciation)                                            3,329                   -

OIL AND GAS PROPERTIES (Note 4)                                           1,500,318             120,000
_______________________________________________________________________________________________________

                                                                        $ 2,390,133         $   471,870
=======================================================================================================

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES

   Accounts payable and accrued liabilities                             $    83,820         $    23,221
   Drilling obligations (Note 5)                                            938,869             350,000
   Convertible Promissory Notes (Note 6)                                    500,000                   -
   Due to related parties (Note 9)                                           74,031          796,467
_______________________________________________________________________________________________________
                                                                          1,596,720        1,169,688
DRILLING OBLIGATIONS (Note 5)                                                90,000                -
_______________________________________________________________________________________________________
                                                                          1,686,720        1,169,688
_______________________________________________________________________________________________________

CONTINGENCIES AND COMMITMENTS (Notes 1, 4, 5 & 8)

STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7)
   Common stock $.00025 par value: 200,000,000 shares authorized
   Preferred stock, $.001 par value: 75,000,000 shares authorized
Issued and outstanding:
   15,298,352 common shares (2003 - 12,843,552)                               3,650             3,211
     Additional paid-in capital                                           6,410,719           761,937
   Common stock purchase warrants                                            57,500            12,500
    Deficit accumulated during the exploration stage                     (5,768,456)        (1,475,466)
_______________________________________________________________________________________________________
                                                                            703,413          (697,818)
_______________________________________________________________________________________________________

                                                                        $ 2,390,133        $  471,870
=======================================================================================================


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

</TABLE>


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


                            LEXINGTON RESOURCES, INC.
                         (an exploration stage company)

                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS

                                   (unaudited)

                                                                                                                  For the period
                                           Three months    Three months        Six months        Six months       from Sept. 29,
                                          Ended June 30,  Ended June 30,     Ended June 30,    Ended June 30,     2003 (inception)
                                               2004            2003               2004              2003          to June 30, 2004
__________________________________________________________________________________________________________________________________
                                                                                                  (Note 1)            (Note 1)
<S>                                        <C>              <C>               <C>                <C>                <C>

OIL AND GAS REVENUE                        $    53,517      $        -        $    94,207        $        -         $    94,207
DEPLETION                                       (3,879)              -             (6,558)                -              (6,558)
__________________________________________________________________________________________________________________________________
OPERATING INCOME                                49,638               -             87,649                 -              87,649
__________________________________________________________________________________________________________________________________

EXPENSES
   Consulting - stock based (Note 8)                 -               -          2,989,221                 -           2,989,221
   General and administrative                1,233,552          43,856          1,361,701            82,665           1,454,474
   Interest expense                              5,317          25,049             19,717            47,073              29,120
__________________________________________________________________________________________________________________________________

                                             1,238,869          68,905          4,370,639           129,738           4,472,815
__________________________________________________________________________________________________________________________________

NET LOSS FOR THE PERIOD                    $(1,189,231)     $  (68,905)       $(4,282,990)       $ (129,738)        $(4,385,166)
==================================================================================================================================

BASIC NET LOSS PER SHARE                   $     (0.08)     $    (0.04)       $     (0.30)       $   ( 0.10)

===========================================================================================================

WEIGHTED AVERAGE COMMON
      SHARES OUTSTANDING                    14,618,332       1,563,289         14,282,945         1,286,130
===========================================================================================================


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

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>


                             LEXINGTON RESOURCES, INC.
                         (an exploration stage company)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)

                                                                                For the Six       For the six         For the period
                                                                                month period      month period       from Sept. 29,
                                                                               ended June 30,    ended June 30,     2003 (inception)
                                                                                    2004              2003          to June 30, 2004
____________________________________________________________________________________________________________________________________
                                                                                                    (Note 1)            (Note 1)
<S>                                                                             <C>                <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) for the period                                              $(4,282,990)       $ (129,738)        $(4,417,972)
  Adjustments to reconcile net loss to net cash from operating activities:
       Non-cash consulting fees                                                   2,989,221                 -           2,989,221
           Non-cash finance fees                                                      6,667                 -               6,667
       Oil and gas depletion                                                          6,558                 -               6,558
           Depreciation                                                                 166                 -                 166
  Changes in working capital assets and liabilities
       Prepaid expenses                                                             (13,550)                -             (14,000)
       Accounts receivable                                                          (48,394)                -             (48,394)
       Accounts payable                                                              18,147             9,776               2,423
       Accrued interest payable                                                      19,710            47,073              19,710
       Accrued and unpaid fees payable                                               60,000            60,000              60,000
____________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                      (1,244,465)          (12,889)         (1,302,788)
____________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash acquired on acquisition of Lexington Oil & Gas Co. LLC                             -                 -                 900
    Fixed assets                                                                     (3,495)                -              (3,495)
  Oil and gas properties                                                         (1,386,876)                -          (1,506,876)
____________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                      (1,390,371)                -          (1,509,471)
____________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
    Drilling obligations                                                            678,869                 -           1,028,869
  Advances payable                                                                  (74,694)           12,800            (146,151)
    Convertible Promissory Notes                                                    500,000                 -             500,000
  Proceeds on sale of common stock                                                1,960,000                 -           2,210,300
____________________________________________________________________________________________________________________________________

NET CASH FLOWS FROM FINANCING ACTIVITIES                                          3,064,175            12,800           3,593,018
____________________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                         429,339               (89)            780,759

CASH, BEGINNING OF PERIOD                                                           351,420               227                   -
____________________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                             $   780,759        $      138         $   780,759
====================================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION (Refer to Note 11.)


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

</TABLE>


                                      F-4


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 1:  NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

By Share Exchange Agreement dated November 19, 2003, Lexington  Resources,  Inc.
(formerly Intergold Corporation) ("LRI" or "the Company"), a Nevada corporation,
acquired 100% of the issued and  outstanding  shares of Lexington Oil & Gas Ltd.
Co., (an  exploration  stage company)  ("Lexington"),  in exchange for 9,000,000
(3,000,000 pre January 26, 2004 3:1 forward split)  restricted  shares of common
stock of the Company representing 85% of the total issued and outstanding shares
of the  Company at the time.  In  connection  with this  transaction,  Intergold
changed its name to Lexington Resources, Inc. (Refer to Note 3.)

This acquisition has been accounted for as a reverse  acquisition with Lexington
being treated as the accounting parent and LRI, the legal parent,  being treated
as  the  accounting  subsidiary.   Accordingly,   the  consolidated  results  of
operations  of the Company  include  those of Lexington  for the period from its
inception on  September  29, 2003 and those of LRI since the date of the reverse
acquisition.

Lexington is an Oklahoma Limited Liability Corporation incorporated on September
29, 2003.  Lexington is an  exploration  stage  company which was formed for the
purpose of the acquisition and development of oil and natural gas properties.

The consolidated financial statements have been prepared on the basis of a going
concern which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company has a working capital
deficit of  $710,234,  has incurred  significant  losses  since  inception,  and
further losses are  anticipated in the development of its oil and gas properties
raising  substantial  doubt as to the  Company's  ability to continue as a going
concern.  The ability of the Company to continue as a going concern is dependent
on raising  additional  capital to fund  ongoing  research and  development  and
ultimately on generating future profitable operations.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. They do not include all  information  and  footnotes  required by generally
accepted  accounting  principles  for complete  financial  statements.  However,
except  as  disclosed  herein,  there  have  been  no  material  changes  in the
information  disclosed  in the notes to the  financial  statements  for the year
ended  December 31, 2003 included in the Company's  Annual Report on Form 10-KSB
filed  with the  Securities  and  Exchange  Commission.  The  interim  unaudited
consolidated  financial  statements  should be read in  conjunction  with  those
financial  statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring  adjustments,  have been made. Operating results for the six
months ended June 30, 2004 are not  necessarily  indicative  of the results that
may be expected for the year ending December 31, 2004.


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

PRINCIPLES OF CONSOLIDATION
The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiary,  Lexington  Oil &  Gas  Ltd.  Co.  ("Lexington").
Lexington  was  acquired  by reverse  acquisition  on  November  19,  2003.  The
acquisition  of  Lexington  has been  accounted  for on the  purchase  method of
accounting.  All significant intercompany transactions and account balances have
been eliminated.

OIL AND GAS PROPERTIES
The  Company  follows  the full cost  method of  accounting  for its oil and gas
operations  whereby all costs related to the acquisition of methane,  petroleum,
and natural gas  interests  are  capitalized.  Such costs include land and lease
acquisition  costs,   annual  carrying  charges  of  non-producing   properties,
geological and geophysical costs, costs of drilling and equipping productive and
non-productive  wells,  and direct  exploration  salaries and related  benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related  capitalized  costs without  recognition of a gain or loss unless
the  disposal  would  result in a change of 20 percent or more in the  depletion
rate. The Company currently operates solely in the U.S.A.

Depletion  and  depreciation  of the  capitalized  costs are computed  using the
units-of-production method based on the estimated proven reserves of oil and gas
determined by independent consultants.


                                      F-5


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
________________________________________________________________________________

Estimated future removal and site  restoration  costs are provided over the life
of  proven  reserves  on  a  units-of-production  basis.  Costs,  which  include
production equipment removal and environmental  remediation,  are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry  standards.  The charge is included in the provision for
depletion and depreciation and the actual  restoration  expenditures are charged
to the accumulated provision amounts as incurred.

The  Company  applies a ceiling  test to  capitalized  costs to ensure that such
costs do not exceed  estimated  future net revenues  from  production  of proven
reserves  at year end market  prices  less  future  production,  administrative,
financing,  site  restoration,  and  income  tax costs plus the lower of cost or
estimated  market  value  of  unproved  properties.  If  capitalized  costs  are
determined to exceed  estimated  future net  revenues,  a write-down of carrying
value is charged to depletion in the period.

EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing  earnings (loss) for the
period by the  weighted  average  number of common  shares  outstanding  for the
period.  Fully diluted earnings (loss) per share reflects the potential dilution
of securities by including other potential common stock,  including  convertible
preferred  shares,  in the weighted average number of common shares  outstanding
for a period  and is not  presented  where  the  effect  is  anti-dilutive.  The
presentation  is only of  basic  earnings  (loss)  per  share as the  effect  of
potential  dilution of securities  has no impact on the current  period's  basic
earnings per share.  Loss per share, as presented,  has been restated to reflect
all share  split  described  in Note 6. The  weighted  average  number of shares
outstanding  prior to the  reverse  acquisition  is deemed  to be the  number of
shares issued in connection with the reverse  acquisition being 9,000,000 shares
(3,000,000 pre January 26, 2004 3:1 forward split).

REVENUE RECOGNITION
Revenue  associated  with the sale of crude oil and natural gas is recorded when
title passes to the customer. Revenues from crude oil and natural gas production
from  properties in which the Company has an interest  with other  producers are
recognized on the basis of the Company's net working interest.

FINANCIAL INSTRUMENTS
The fair  value of the  Company's  financial  assets and  financial  liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

STOCK-BASED COMPENSATION
In December  2002, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard  No.  148,  "Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure"   ("SFAS  No.  148"),  an  amendment  of  Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The  purpose of SFAS No. 148 is to: (1) provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based  employee  compensation,  (2) amend the disclosure
provisions  to require  prominent  disclosure  about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the period ended December 31, 2003.


                                      F-6


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
________________________________________________________________________________

The  Company  has  elected  to account  for  stock-based  employee  compensation
arrangements  using the  intrinsic  value based  method in  accordance  with the
provisions of Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees",  ("APB No. 25") and comply with the disclosure  provisions
of SFAS No. 123 as amended by SFAS No. 148 as described above. Under APB No. 25,
compensation expense is recognized based on the difference,  if any, on the date
of grant between the estimated fair value of the Company's  stock and the amount
an employee  must pay to acquire the stock.  Compensation  expense is recognized
immediately  for  past  services  and  pro-rata  for  future  services  over the
option-vesting  period.  In addition,  with respect to stock options  granted to
employees,  the Company provides  pro-forma  information as required by SFAS No.
123  showing  the  results  of  applying   the  fair  value   method  using  the
Black-Scholes option pricing model.

In accordance with SFAS No. 123, the Company applies the fair value method using
the  Black-Scholes  option-pricing  model in accounting  for options  granted to
consultants.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18.   Costs  are  measured  at  the  estimated   fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

The  Company  has  also  adopted  the  provisions  of the  Financial  Accounting
Standards  Board  Interpretation  No.44,  Accounting  for  Certain  Transactions
Involving  Stock  Compensation - An  Interpretation  of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantial enactment. A valuation allowance is provided for deferred tax assets
if it is more  likely  than not that the  Company  will not  realize  the future
benefit, or if future deductibility is uncertain.


NOTE 3 - ACQUISITION OF LEXINGTON OIL & GAS LTD. CO. LLC
________________________________________________________________________________

By Share Exchange  Agreement dated November 19, 2003, the Company  acquired 100%
of the  issued  and  outstanding  shares  of  Lexington  (an  exploration  stage
company),  in exchange for 9,000,000 (3,000,000 pre January 26, 2004 3:1 forward
split)  restricted  shares of common stock of the  Company.  As a result of this
transaction the former  stockholders of Lexington acquired  approximately 85% of
the total issued and outstanding  shares of the Company as at November 19, 2003,
resulting in a change in control of the Company.

During  January,  2004,  the  parties to the Share  Exchange  Agreement,  Orient
Exploration  Ltd.  ("Orient"),  Douglas  Humphreys  ("Humphreys"),  the Company,
Lexington,  and Paluca  Petroleum Inc.  ("Paluca")  reevaluated the terms of the
original  Share  Exchange  Agreement  and upon further  negotiations  desired to
modify the terms of the original  agreement in the best  interest of all parties
such that: (i) 2,250,000 post forward split shares of restricted Common Stock of
the  Company  held  of  record  by  Humphreys  were  transferred  to  Orient  in
consideration  therefore;  (ii) the Company  assigned to  Humphreys a 5% carried
working  interest in every well  drilled by the Company on the Wagnon  Property;
(iii) the Company  agreed to allow  Humphreys to participate up to an additional
5% working interest in every well drilled by the Company on the Wagnon Property;
(iv) the Company agreed to transfer to Paluca certain assets previously acquired
by the Company (which included  working  interests and net revenue  interests in
certain oil and gas leases  located on the Doc Cole  Property,  the Atwood Booch
Sand Property, the Jeneva Property and the Sasakwa Gilcrease Sand Property.


                                      F-7


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 3 - ACQUISITION OF LEXINGTON OIL & GAS LTD. CO. LLC (CONT'D)
________________________________________________________________________________

Management  of the Company  does not intend to proceed with the  acquisition  or
development  of  the  described  properties  as  set  out in  item  (iv)  due to
management's analysis that the properties do not contain the appropriate oil and
gas  development  elements  that form part of the  Company's  current  focus and
criteria for corporate oil and gas development initiatives.

In  order  to  reflect  the  revised   operating   arrangement   resulting  from
modifications  to  the  original  terms  of the  Share  Exchange  Agreement  the
following two agreements were simultaneously executed:

HUMPHREYS PURCHASE AND SALE AGREEMENT
On January 21,  2004,  Orient and Douglas  Humphreys,  a director of the Company
("Humphreys")  entered  into a  purchase  and  sale  agreement  (the  "Humphreys
Purchase  and Sale  Agreement").  Pursuant  to the terms and  provisions  of the
Humphreys  Purchase and Sale Agreement:  Humphreys agreed to transfer  2,250,000
shares of restricted  Common Stock of the Company held of record by Humphreys to
Orient in consideration therefore.

PALUCA AGREEMENT
On January 21, 2004, the Company, Lexington,  Paluca, and Humphreys entered into
an agreement whereby: (i) the Company assigned to Humphreys a 5% carried working
interest in every well drilled by the Company on the Wagnon  Property;  (ii) the
Company agreed to allow  Humphreys to participate up to an additional 5% working
interest  in every well  drilled by the  Company on the Wagnon  Property;  (iii)
Humphreys agreed to waive any and all other claims, debts or obligations owed to
Humphreys  by the  Company  or by  Lexington,  and (iv) the  Company  agreed  to
transfer to Paluca  certain  assets  previously  acquired by the Company  (which
included  working  interests  and net revenue  interests  in certain oil and gas
leases  located on the Doc Cole Property,  the Atwood Booch Sand  Property,  the
Jeneva Property and the Sasakwa Gilcrease Sand Property.

On July 12, 2004, the Company and its subsidiary  negotiated a new  compensation
agreement ("New  Agreement") with Humphreys for his assistance in overseeing the
drilling  operations and the completion and management of wells. Under the terms
of the New  Agreement  Humphreys:  (1) will receive  compensation  of $7,500 per
month,  effective  April 1, 2004;  (2) will be  assigned a 10%  carried  working
interest  in every well  drilled by the  Company on all  properties  held by the
Company,  including the Wagnon property;  (3) will have the right to purchase an
additional  5%  working  interest  in all wells  drilled  by the  Company on its
properties  provided  that  funds for this  participation  are paid prior to the
commencement  of drilling of said wells;  and (4) will receive a further 200,000
options in the Company to be granted at $3.00 per share  exercisable  for a five
year term.

Doug  Humphreys  is a director  of the Company  and is the  drilling  operations
manager of Lexington  Oil & Gas Ltd. Co., and also consults to Oak Hills Energy,
Inc., an oil and gas operating company based in Holdenville,  Oklahoma that acts
as "operator" to Lexington. Mr. Humphreys is in charge of oil and gas operations
in Oklahoma.

Paluca  Petroleum Inc. is a private  Oklahoma based oil and gas services company
owned by Doug  Humphreys  and  related  parties  thereto.  Some of the  services
provided by Humphreys to the Company are provided  through this business entity.
Mr. Humphreys is the President of Paluca Petroleum Inc.

Lexington is an Oklahoma Limited Liability Corporation incorporated on September
29, 2003 formed for the purpose of the  acquisition  and  development of oil and
natural gas properties in the United States, currently concentrating on coal bed
methane gas and other source gas acquisition and production initiatives.

Orient Exploration Ltd. is a private corporation that owns 9,000,000  restricted
common shares in the capital of the Company obtained during the reverse takeover
of Lexington Oil & Gas Ltd. Co.


                                      F-8


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 4 - OIL AND GAS PROPERTIES
________________________________________________________________________________

WAGNON LEASE
By agreement dated October 9, 2003,  Lexington acquired an interest in a section
of farm-out acreage with the intention to develop coal bed methane gas producing
wells in Pittsburg County, Oklahoma. Lexington holds a 100% working interest and
a 75% net revenue  interest in  approximately  590.2 gross  partially  developed
acreage of a gas producing  property located in Pittsburg County,  Oklahoma (the
"Wagnon  Property").  The Company's  interest relating to the Wagnon Property is
subject to farm-out  agreements equating to 20% working interest between Paluca,
Oak Hills Energy and the lessee of the Wagnon Property.

A director and an officer of Lexington  Resources,  Inc. were minority owners in
Oak Hills Energy, Inc. in 2003. Their interest in Oak Hills was purchased by the
majority shareholder on January 26, 2004.

In  February  2004 a well on the  property  (Kellster  1-5  Well)  was put  into
production and has been producing since the middle of February 2004.

In June  2004 a second  well on the  property  (Kyndal  2-2  Well)  was put into
production and has been producing since the middle of June 2004. The Company has
subsequent to June 30, 2004 drilled a third well on the Wagnon  Property  (Bryce
3-2). During the six-month period ended June 30, 2004 the Company spent $581,800
in well drilling  costs on the Wagnon  property.  The Company raised these funds
from 3 private investors pursuant to drilling agreements. Refer to Note 5.

COAL CREEK PROSPECT
In March 2004 the  Company  obtained  an option to  purchase  an  undivided  95%
interest in  approximately  2,500 net leasehold  acres in 5 sections of the Coal
Creek  Prospect  located  in  Hughes  and  Pittsburg  Counties,  in the State of
Oklahoma.  The option to purchase was  extended  from April 11, 2004 until April
27, 2004 when the Company  completed  the purchase of  available  acreage in the
aggregate amount of 1,536 acres.

On May 20, 2004 the  Company  acquired an  additional  372.77  acres of the Coal
Creek CBM Prospect location in Hughes County, in the State of Oklahoma.

Under the terms of the purchase of these leases,  Lexington has an undivided 95%
working interest in subject lands and a minimum 78-79% net revenue interest. The
terms of the leases are for two years.

PANTHER CREEK PROSPECT
In March 2004 the  Company  purchased  a three year lease of  approximately  300
acres located in five separate  sections in Hughes County,  Oklahoma.  Lexington
has a 100% working  interest in subject lands and an approximate 81% net revenue
interest.

SOUTH LAMAR PROSPECT
By agreement  dated April 21, 2004,  Lexington Oil & Gas acquired an interest in
three  sections  (960 acres) of farm-out  acreage with the  intention to develop
coal bed methane gas producing wells in Hughes County, Oklahoma. Lexington holds
a  100%  working  interest  and a  78.5%  net  revenue  interest  in  960  gross
undeveloped  acres of a  potential  gas  producing  property  located  in Hughes
County, Oklahoma (the "South Lamar Prospect").  The Company also holds all other
zones except for the Thurman and Jefferson  formations.  Other target zones will
be evaluated for potential drilling opportunities.  The term of the lease is two
years.  On July 26,  2004,  the Company  acquired a further  183.98 acres in the
South Lamar prospect and a 100% working  interest and a 79% net revenue interest
in the additional acreage.


                                      F-9


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 4 - OIL AND GAS PROPERTIES (CONT'D)
________________________________________________________________________________

H-9 PROSPECT
By agreement dated June 29, 2004,  Lexington Oil & Gas has obtained an option to
purchase a 100% working interest,  79.25% net revenue interest, in approximately
4,600 net  leasehold  acres in  approximately  38 sections  of the H-9  Prospect
located in Hughes and McIntosh Counties,  in the State of Oklahoma.  The Company
has paid  $125,000  towards  the  purchase  price  during  the  period and after
completion of due diligence  paid the balance due of  approximately  $481,000 on
July 29, 2004.


NOTE 5:  DRILLING OBLIGATIONS
________________________________________________________________________________

During the period  ended  December  31, 2003  Lexington  entered  into  drilling
agreements  with 3 private  investors (the "Funding  Investors") for the funding
for the first three wells,  the Kellster  1-5, the Kyndal 2-2 and the Bryce 3-2,
located on the Wagnon Lease. The Funding Investors each provided capital for the
Authorization For Expenditure ("AFE") estimated at $360,000 for the drilling and
completion of each of the first three wells. As at June 30, 2004 the Company had
successfully  completed  the drilling of the Kellster 1-5 and the Kyndal 2-2. As
of June 30,  2004,  of the Company has received  the total  required  funding of
$1,080,000 for the  completion and drilling of the first three wells.  The terms
relating to the Drilling Agreements for the Kyndal 2-2 and the Bryce 3-2 are the
same as the Kellster 1-5. The Bryce 3-2 was  subsequently  drilled and completed
in July, 2004.

Wells to be drilled on the property will carry royalty interests totaling 25% to
land owners and property interest holders and carried working interests of 5% to
a land  owner and 10% to a company  related  to a  director  of the  Company.  A
company related to a director of the Company, Paluca Petroleum,  Inc., also owns
a  non-carried  working  interest  of 5%.  Douglas  Humphreys  is a director  of
Lexington  Resources,  Inc. and is the  president of Paluca  Petroleum,  Inc., a
private family owned Oklahoma corporation.

The Funding  Investors  are  provided an 80% working  interest,  60% net revenue
interest,  in the wells  until their  invested  capital for each well is repaid,
after which time the Funding  Investors will revert to a 20.1% working interest,
15.075% net  revenue  interest,  in the first three wells  located on the Wagnon
Lease.  Oak Hills Energy,  Inc.,  the operator of the well,  will "back-in" to a
reversionary  6.7%  Working  Interest  after  invested  capital is repaid to the
Funding  Investors  in the  first  three  wells  located  on the  Wagnon  Lease.
Lexington will back-in to a reversionary  53.2% Working Interest.  The Company's
repayment  obligation  to the  Funding  Investors  is limited to the  production
revenues  generated  from the first  three  wells  located on the Wagnon  Lease.
Accordingly,  if any of the subject  wells on the Wagnon Lease are  unsuccessful
the drilling  obligations  will be written off when such  determination is made.
Management  has  estimated  that  the   non-current   portion  of  the  drilling
obligations as at June 30, 2004 is $90,000.

As of June 30, 2004,  the Funding  Investors  have been repaid  $51,131 of their
$360,000  investment  in the Kellster 1-5. A further  estimated  $10,000 will be
repaid to the Funding Investors  accruing from revenues  pertaining to the month
of June, 2004.


NOTE 6:  CONVERTIBLE PROMISSORY NOTES
________________________________________________________________________________

On  April  26,  2004,  Lexington  borrowed  $400,000  by  way  of  an  unsecured
convertible  promissory  note  with a  shareholder  due on April 30,  2005.  The
promissory note bears interest accrued monthly at the US prime lending rate plus
one  percent  simple  interest  per  annum.  The  Holder  shall  have the right,
exercisable  in whole or in part,  to  convert  the  outstanding  principal  and
accrued interest  thereunder into fully paid,  nonassessable  restricted  common
shares at a price of $5.00 per share.

On June 30, 2004,  the Company  borrowed an  additional  $100,000  from the same
shareholder  by way of an unsecured  promissory  note due on June 30, 2005.  The
promissory note bears interest accrued monthly at the US prime lending rate plus
one  percent  simple  interest  per  annum.  The  Holder  shall  have the right,
exercisable  in whole or in part,  to  convert  the  outstanding  principal  and
accrued interest  thereunder into fully paid,  nonassessable  restricted  common
shares at a price of $2.50 per share.


                                      F-10


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 6:  CONVERTIBLE PROMISSORY NOTES (CONT'D)
________________________________________________________________________________

Application  of a  relative-fair-value  method has  resulted in the  convertible
promissory  notes  being  recorded  as separate  debt and equity  components.  A
discount  on the  promissory  notes  payable of  $50,000  has been  accrued  and
recorded as a deferred charge,  to be amortized over the terms of the notes. The
discount was  determined  based upon a fair value  interest rate for  comparable
debt of 15% per annum.  As of June 30, 2004,  $6,667 of the deferred  charge has
been  expensed.  The equity  component,  which is  represented by the conversion
feature,  has a carrying value of $50,000 being the difference  between the face
amount of the convertible  debenture and its fair value as calculated above. The
carrying value of the equity component has been recorded as a separate component
of shareholders' equity.


NOTE 7:  STOCKHOLDERS' EQUITY
________________________________________________________________________________

The  authorized  capital of the Company  consists of  200,000,000  voting common
shares with $.00025 par value, and 75,000,000  non-voting  preferred shares with
$.001 par value.

FORWARD STOCK SPLIT
On January 26, 2004 the Company  forward split its common shares on the basis of
three new shares for each common share outstanding. The par value and the number
of authorized but unissued shares of the Company's  common stock was not changed
as a result of the forward stock split.

Unless  otherwise   noted,  all  references  to  common  stock,   common  shares
outstanding,  average numbers of common shares outstanding and per share amounts
in these  Financial  Statements and Notes to Financial  Statements  prior to the
effective  date of the forward stock split have been restated to reflect the one
for three forward split on a retroactive basis.

On January 22, 2004 the Company  issued  400,000 pre forward split shares of its
common  stock,  upon the exercise of 400,000 pre forward  split stock options at
$0.50 per share for  proceeds  of  $200,000,  which was paid by way of offset of
$200,000  originally  advanced to the Company by  Investor  Communications  Inc.
("ICI") which was assigned by ICI to IMT designated  option holders as described
in Note 8.

On May 18, 2004 the Company issued 495,000 shares of its common stock,  upon the
exercise of 495,000  stock  options at $1.00 per share for proceeds of $495,000,
which was paid by way of offset of $495,000  originally  advanced to the Company
by ICI, which was assigned to a designated  option holder,  as described in Note
8.

PRIVATE PLACEMENT
On May 3, 2004 the Company concluded and issued 400,000 restricted common shares
at $2.50 per  share  plus  one-half  warrant  at $5.00 per share for each  share
purchased.  The total amount raised in this financing was $1,000,000.  The value
of the  warrants  was  estimated  to be $45,000  and was  recorded as a separate
component of  stockholders'  equity. A finders fee of 39,800  restricted  common
shares  valued at $99,500 was paid  pursuant to the  transaction  and charged to
additional paid in capital.


NOTE 8:  EMPLOYEE STOCK OPTION PLAN
________________________________________________________________________________

By Directors'  Resolution  dated  November 19, 2003 the Company  adopted a Stock
Option Plan ("SOP").  The SOP provides  authority for the Board to grant Options
for the purchase of a total number of shares of the Company's  common stock, not
to exceed  1,000,000  pre forward  split  shares.  The option  period of options
granted  under the SOP shall be up to 10 years.

On December 31, 2003,  the terms of the Company's SOP were altered,  whereby the
authorized  total number of options was  increased  from  1,000,000  pre forward
split shares to 4,000,000 shares.  As of June 30, 2004,  4,000,000 options under
the Company's current SOP have been granted.

A summary of the Company's stock options as of June 30, 2004, and changes during
the period ended is presented below:


                                      F-11


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 8:  EMPLOYEE STOCK OPTION PLAN (CONT'D)
________________________________________________________________________________

                                                      June 30, 2004
                                              ______________________________
                                                                 Weighted
                                              Number of          average
                                               options        exercise price
                                              __________      ______________

     Outstanding at beginning of period        1,350,000      $ 0.167/share
     Exercised January 22, 2004               (1,200,000)      (0.167)/share
     Grant February 2, 2004                    1,000,000         2.00/share
     Exercised May 18, 2004                     (495,000)        1.00/share
     Exercised June, 2004                       (320,000)        3.00/share
                                              __________      ______________

     Exercisable at end of period                335,000      $  1.70/share
                                              ==========      ==============

In January 2004, 1,200,000 stock options (400,000 pre forward split shares) were
exercised at $0.167 per share  ($0.50 per pre forward  split share) for proceeds
of $200,000 which was paid by way of offset of $200,000  originally  advanced to
the Company by ICI which was assigned by ICI to IMT designated option holders.

On February 2, 2004, an additional 1,000,000 share options were granted; 500,000
exercisable at $1.00 and 500,000 exercisable at $3.00. The term of these options
is five  years.  The  fair  value  of  these  options  at the  date of  grant of
$2,989,221 was estimated  using the  Black-Scholes  option pricing model with an
expected life of 5 years,  a risk free interest rate of 3%, a dividend  yield of
0%, and an expected  volatility  of 251% and has been  recorded as a  consulting
expense in the period ended March 31, 2004. (Refer to Notes 8 and 11)

In April 2004 the Company registered 500,000 common stock options exercisable at
$1.00 per share under an S-8 Registration Statement.

On May 18, 2004,  495,000  stock  options were  exercised at $1.00 per share for
proceeds  of  $495,000  which was paid by way of offset of  $495,000  originally
advanced to the Company by ICI which was assigned to a designated option holder.

In June 2004 the Company registered 400,000 common stock options  exercisable at
$3.00 per share under an S-8 Registration Statement.

In June  2004,  320,000  stock  options  were  exercised  at $3.00 per share for
proceeds of $960,000.

By  Directors'  Resolution  dated July 2, 2004 the  Company  (1)  increased  the
authorized number of options under the SOP from 4,000,000 to 5,000,000;  and (2)
made the new 1,000,000 stock options exercisable at $3.00 per share for a 5 year
term.


NOTE 9:  RELATED PARTY TRANSACTIONS
________________________________________________________________________________

Although  the formal  arrangement  for  services  to be  provided  by ICI to the
Company  ended on December  31, 2003,  a month to month  arrangement  to provide
services to the Company has been agreed to as a transitional  measure during the
first quarter of the year. This transition  period ended March 31, 2004.  During
the  quarter  ended March 31,  2004,  a total of $30,000  (2003 - $110,000)  was
incurred to ICI for managerial,  administrative  and investor relations services
provided to the Company and its subsidiary, no fees were incurred to ICI for the
3 month period  ended June 30, 2004.  As of June 30, 2004 the Company owed ICI a
total in loans of $56,196  and  interest  of $1,566  accrued at 10% per annum on
outstanding loans, for a total of $57,761 (2003 - $669,923).

The Company previously  entered into a contract with International  Market Trend
AG ("IMT") to provide  consulting  services relating to Oil and Gas industry and
market development services. The Company incurred $30,000 in fees to IMT for the
period ended June 30, 2004.


                                      F-12


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 9:  RELATED PARTY TRANSACTIONS (CONT'D)
________________________________________________________________________________

During the period  ended  March 31,  2004 the  Company  settled  $200,000 of the
amounts due to ICI in  exchange  for the  issuance of 400,000 pre forward  split
shares of the Company's  common stock by way of exercising  options at $0.50 per
share.

During the period  ended  June 30,  2004 the  Company  settled  $495,000  of the
amounts due to ICI in exchange for 495,000 shares of the Company's  common stock
by way of exercising options at $1.00 per share.

Humphreys  has been assigned a 10% carried  Working  Interest in each well to be
drilled on the Wagnon lease,  as partial  compensation  for his  involvement  in
obtaining  and  facilitating  the  execution  of the Farm-Out  Agreement  and to
compensate for his services  relating to operation and completion of wells to be
located  on the  Wagnon  Lease.  Humphreys  also has the  right to  purchase  an
additional  5% working  interest in each well to be located on the Wagnon Lease.
As of June 30,  2004 the  Company  has  recorded  $12,500 as a  receivable  from
Humphreys as full payment to be received for an additional  5% working  interest
in the Kellster 1-5 and the Kyndal 2-2 (Refer to Notes 4 and 5.)

Of the 1,000,000 stock options granted on February 2, 2004, 105,000 were granted
to officers and directors and 895,000 stock options were granted to IMT.

Refer to Note 13.


NOTE 10: INCOME TAXES
________________________________________________________________________________

The Company  has adopted  FASB No. 109 for  reporting  purposes.  As of June 30,
2004, the Company had net operating loss carry forwards that may be available to
reduce future  years'  taxable  income and will expire  between the years 2006 -
2023.  Availability of loss usage is subject to change of ownership  limitations
under Internal Revenue Code 382. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and  accordingly,  the Company has
recorded a valuation  allowance for the deferred tax asset relating to these tax
loss carryforwards.


NOTE 11: SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
________________________________________________________________________________

                                                Period ended June
                                                     30, 2004
         ________________________________________________________
         Cash paid during the period for:
                  Interest                           $     -
                  Income taxes                       $     -
         ________________________________________________________

During the period ended June 30, 2004 the Company:

     1.   settled $200,000 of advances due to ICI for 400,000  pre-forward split
          shares of common  shares on the exercise of stock options at $0.50 per
          share  for the  offset of prior  advances  in the  amount of  $200,000
          (refer to Note 7);

     2.   settled  $495,000 of the  advances  due to ICI in exchange for 495,000
          shares of the Company's  common stock by way of exercising  options at
          $1.00 per share (refer to Note 7);

     3.   issued  1,000,000  stock  options in payment for  consulting  fees.  A
          non-cash  expense of $2,989,221  has been recorded in connection  with
          these options. (refer to note 8.); and

     4.   issued  39,800  shares at a value of $99,500 as payment  for  finders'
          fees. A non-cash cost of $99,500 has been charged to  additional  paid
          in capital in connection with this private  placement.  (refer to Note
          7).


                                      F-13


<PAGE>


LEXINGTON RESOURCES, INC.
(an exploration stage company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
________________________________________________________________________________
(unaudited)


NOTE 12: COMMITMENTS
________________________________________________________________________________

On June 21, 2004 the Company  entered into a one year  contract  with a business
and publicity news placement company and has committed to pay $7,000 a month for
these services.

(Refer to Note 3.)


NOTE 13: SUBSEQUENT EVENTS
________________________________________________________________________________

STOCK OPTIONS
On July 2, 2004,  the Board of Directors  resolved to amend the Company's  Stock
Option Plan. (See Note 8.)

RELATED PARTY ADVANCES
Subsequent  to June 30, 2004,  $280,000 was advanced to the Company by a private
company that is one of the Funding  Investors  (refer to Note 5). These  amounts
are non-interest bearing and have no fixed terms of repayment.


                                      F-14
<PAGE>

         Statements  made in this Form 10-QSB that are not historical or current
facts  are  "forward-looking  statements"  made  pursuant  to  the  safe  harbor
provisions of Section 27A of the  Securities Act of 1933 (the "Act") and Section
21E of the  Securities  Exchange  Act of 1934.  These  statements  often  can be
identified  by the use of terms  such as  "may,"  "will,"  "expect,"  "believe,"
"anticipate,"  "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking  statements be subject to the safe
harbors for such statements.  The Company wishes to caution readers not to place
undue reliance on any such  forward-looking  statements,  which speak only as of
the date  made.  Any  forward-looking  statements  represent  management's  best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks,  uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical  results of operations and events and those presently  anticipated or
projected.  The Company  disclaims  any  obligation  subsequently  to revise any
forward-looking  statements to reflect events or circumstances after the date of
such  statement or to reflect the  occurrence of  anticipated  or  unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
        OPERATION

GENERAL

         Lexington Resources,  Inc. is a corporation organized under the laws of
the State of Nevada (the  "Company").  The Company  currently  trades on the OTC
Bulletin  Board under the symbol  "LXRS" and on the  Frankfurt  and Berlin Stock
Exchanges under the symbol "LX1"; WKN: A0BKLP.

CURRENT BUSINESS OPERATIONS

         The Company is a natural  resource  exploration and production  company
engaged in the  acquisition  and  development  of oil and gas  properties in the
United States. The Company expects to weight its future development  initiatives
towards gas production. The Company is committed to developing into a profitable

<PAGE>

independent  oil  and  gas  producer  through  the  systematical   expansion  of
operations and the acquisition of new drilling targets while organizing drilling
and production initiatives on leased properties.

         Lexington acquired a section of farm-out acreage in Pittsburg County,
Oklahoma for the development and production of coal bed methane gas (the "Wagnon
Property").  There are no  proven  reserves  on the  property  substantiated  by
independent  engineering reports,  and methods to determine  suitability for gas
production  potential emanate from comparable well data in the area and historic
drilling  logs that  identify the gas  production  target in the vicinity of the
leased acreage.  The Company has successfully  completed three of a planned four
to five  coal bed  methane  gas wells on the  subject  acreage.  An  independent
reserve report on the Wagnon Property has been commissioned. Cumulative coal bed
methane gas production has resulted in  approximately  21,000,000  cubic feet of
average 0.96 BTU grade gas and produced gross revenues of approximately  $94,000
for the period from February 15, 2004 to the end of second quarter.

         The Company has also consummated the acquisition of certain  additional
coal bed methane gas prospects as more fully described  below,  and is currently
working to complete the  acquisition  of several  prospects that fall within the
criteria of providing a geological basis for development of drilling initiatives
that can provide near term revenue potential, fast drilling capital repatriation
from production cash flows, and undeveloped reserve potential. It is anticipated
that the Company's ongoing efforts, subject to adequate funding being available,
will  continue  to  be  focused  on  successfully  concluding  negotiations  for
additional tracts of prime acreage in the coal bed methane gas producing domain,
and to implement  additional  development  initiatives  by drilling new wells to
prove  undeveloped  reserves  and to  provide  revenues.  The  Company  plans to
continue  building  and  increasing  a  strategic  base of proven  reserves  and
production opportunities first targeted within Oklahoma's Arkoma Basin.

OIL AND GAS PROPERTIES

         As of the date of this Quarterly  Report,  the Company has not reported
or filed any reserve  estimates  with any Federal  agencies,  but has  commenced
production from certain  properties as more fully described  below.  The Company
maintains an approximate  aggregate of 9,425 gross undeveloped  acreage pursuant
to leases and/or  concessions,  and during the  six-month  period ended June 30,
2004 has paid an  aggregate  approximate  amount of  $1,370,000  for  properties
discussed  below.  The following is a  description  of the Company's oil and gas
properties.

         WAGNON PROPERTY

         The  Company  holds  a 100%  working  interest  and a 75%  net  revenue
interest in approximately 590.2 gross undeveloped acreage of a gas lease located
in Pittsburg County, Oklahoma (the "Wagnon Property"). The gas lease relating to
the Wagnon  Property is pursuant to a farm-out  agreement  from Quinton Rental &
Repair  Services,  Inc. (the  "Farm-Out  Agreement").  Pursuant to the terms and
provisions  of the Farm-Out  Agreement,  the Company is required to drill a well
every six  months to retain  farm-out  with a maximum  number of five  allowable
wells.  Management  of the Company  plans to scale up drilling  operations,  and
anticipates  that  approximately  four wells will be drilled.  As of the date of
this  Quarterly  Report,  three wells on the Wagnon  Property have been drilled,
completed,  and put into  production  as  described  below,  and the  Company is
currently  planning to drill a fourth  well. A third party  contractor  has been
retained to estimate  reserves  for the  Company in this  location.  Gas quality
experienced to date is approximately .96 BTU factor.

<PAGE>

         During  approximately  February  2004, the Company  completed  drilling
operations  on its  first  horizontal  coal bed  methane  gas well to a depth of
approximately  2,400  feet  vertically  and 2,200  horizontally  (the  "Kellster
#1-5"), which was put into production and has been producing since the middle of
February  2004.  The  Kellster  #1-5  coal  bed  methane  gas  well is  still in
dewatering  stages;  production  volumes can typically increase as the producing
reservoir strata further decreases in water content exposing producing reservoir
rock surfaces in the well. Management of the Company anticipates that if current
production trends and gas pricing  experience  remain stable,  well drilling and
completion  capital costs on the Kellster #1-5 well should be fully realized and
repaid in less than twelve to eighteen months from the date of well completion.

         During   approximately   June  2004,  the  Company  completed  drilling
operations  on its second  horizontal  coal bed methane gas well located  within
close proximity to the Kellster #1-5 well (the "Kyndal  #2-2").  The scientific,
geophysical,  geological,  surface  support and  drilling  depths and  protocols
utilized on the Kyndal #2-2 well were similar to those  utilized on the Kellster
#1-5  well.  The Kyndal  #2-2 well feeds  directly  into the  existing  pipeline
infrastructure  located  on  the  Wagnon  Property.  The  Kyndal  #2-2  well  is
undergoing  dewatering processes  predictable to coal bed methane gas wells that
can incline in production  once  dewatering  phases expose further gas producing
reservoir rock. Drilling depths,  production profile, target reservoir rock, and
resultant gas quality is similar to the Kellster #1-5 well.

         During   approximately  July,  2004,  the  Company  completed  drilling
operations  on its third  horizontal  coal bed methane gas well  located  within
close  proximity  to the  Kellster  #1-5 well  (the  "Bryce  #3-2").  Completion
drilling of the Bryce #3-2 coal bed methane gas well resulted in vertical depths
of approximately 2,400 feet with an approximate 2,000 foot horizontally  drilled
section utilizing drilling protocols similar to those previously utilized in the
drilling of the  Kellster  #1-5 and Kyndal #2-2 coal bed methane gas wells.  Gas
pipeline  connection to the Bryce #3-2 well has been  completed and although gas
quality is not yet determined,  management of the Company  anticipates  that gas
quality will be similar to the Kellster  #1-5 and Kyndal #2-2 wells that average
approximately  0.96 BTU factor gas. Drilling depths,  production  profiles,  and
target  reservoir  rock, are similar to the other wells drilled by the Lexington
on the Wagnon Property.

         The Company has contracted with one of the largest coal bed methane gas
drillers in the State of  Oklahoma.  The Company  may also  contract  with other
drilling  consultants,  geologists  and  engineers to obtain the leading edge of
horizontal drilling and coal bed methane completion for the project.

         Initial  drilling  funding  for the first  three  wells  located on the
Wagnon  Property has been  arranged  through  drilling  agreements  with private
investors.  The  Company has  entered  into  drilling  agreements  with  private
investors  for the  funding  of the  Kellster  #1-5  coal bed  methane  gas well
(collectively,  the "Funding Agreements").  Pursuant to the terms and provisions
of the Funding  Agreements,  private  investors  provided the  authorization for
expenditure capital estimated at $360,000 for the Kellster #1-5 coal bed methane
gas well.  As at June 30,  2004,  the Company has  received  the total  required
funding of $1,080,000  for the completion and drilling of the first three wells.
During  February  2004,  the  Company  successfully  completed  drilling  of the
Kellster #1-5 well. The net proceeds of approximately $73,000 resulting from gas
production  beginning  February 15 to June 30, 2004 from the Kellster  #1-5 coal
bed methane gas well will be utilized for repayment of working  interest capital
that provided the $360,000 for the drilling and  establishment  of the well, and
for carried  working  interests.  Management has estimated that the  non-current
portion of the drilling obligations as at June 30, 2004 is $90,000.

<PAGE>

         Pursuant to the terms and  provisions  of the Funding  Agreements,  the
private  investors  were  provided  with an 80% working  interest  and a 60% net
revenue interest in the Kellster #1-5, Kyndal #2-2, and Bryce #3-2 wells,  until
their respective  invested capital in each well is repaid,  after which time the
investors  will  revert to a 20.1%  working  interest  and a 15.075% net revenue
interest. Oakhills Energy, Inc., the operator of the Kellster #1-5, Kyndal #2-2,
and Bryce #3-2 wells,  will  "back-in" to a reversionary  6.7% working  interest
after the  working  interest  capital  is repaid and the  Company's  subsidiary,
Lexington, will "back-in" to a reversionary 53.2% working interest.  Pursuant to
the further  terms and  provisions  of the Funding  Agreements,  all wells to be
drilled on the Wagnon  Property  will carry  royalty  interests  totaling 25% to
landowners and property interest  holders,  and a carried working interest of 5%
to a landowner,  and a 5% carried  working  interest to a company related to Mr.
Douglas  Humphreys,  a  director  of the  Company  (which  company  also  owns a
non-carried working interest of 10%).

         COAL CREEK PROSPECT

         During  March  2004,  the  Company  entered  into an  option  agreement
expiring  on  April  11,  2004  to  purchase  an   undivided   95%  interest  in
approximately  2,500 net leasehold acres located in the Coal Creek Gas Prospect,
Hughes and Pittsburg Counties, State of Oklahoma (the "Coal Creek Lease Purchase
Agreement").  On April 27, 2004, the Company  consummated the acquisition of the
1,536 acre lease  pursuant to the terms and  provisions  of the Coal Creek Lease
Purchase Agreement. Pursuant to the terms and provisions of the Coal Creek Lease
Purchase Agreement,  the Company paid a certain aggregate amount to complete the
purchase of the acreage then available  totaling 1,536 acres of the lease. Under
the terms and provisions of the Coal Creek Lease Purchase Agreement, the Company
has a 95% working interest in the subject lands and a 79% net revenue interest.

         On May 20, 2004,  the Company paid an  additional  aggregate amount and
acquired an additional 372 acres of the Coal Creek  Prospect.  The Company has a
minimum 95% working interest in the subject lands and a 78% net revenue interest
in the additional  lands.  The terms of the leases are for two years.  As of the
date of this Quarterly Report,  the total acreage acquired in the Coal Creek Gas
Prospect is 1,909 gross acres. The primary drilling target on the Coal Creek Gas
Prospect is the Hartshorne coal at  approximately  3,500 to 4,000 feet in depth.
Management of the Company  anticipates  that drilling  operations  will commence
before the end of third quarter 2004 on the Coal Creek Prospect.

         PANTHER CREEK PROSPECT

         During March 2004,  the Company  entered  into a purchase  agreement to
acquire a three-year lease of  approximately  292 acres located in five separate
sections in the Panther Creek coal bed methane gas  prospect,  located in Hughes
County,  State of  Oklahoma  (the  "Panther  Creek Lease  Purchase  Agreement").
Pursuant  to the  terms and  provisions  of the  Panther  Creek  Lease  Purchase
Agreement,  the Company paid a certain aggregate amount to secure the three year
lease.  The Company  has a 100%  working  interest  and an  approximate  81% net
revenue interest in the subject property.

<PAGE>

         SOUTH LAMAR PROSPECT

         On April 21, 2004,  the Company  entered  into a purchase  agreement to
acquire an interest in three  sections of farm-out  acreage to develop  coal bed
methane gas wells in Hughes County, State of Oklahoma (the "South Lamar Purchase
Agreement").  Pursuant to the terms and  provisions of the South Lamar  Purchase
Agreement,  the Company paid a certain aggregate amount and holds a 100% working
interest  and a 78.5% net  revenue  interest in 960 gross  undeveloped  acres to
develop gas producing  wells.  On July 26, 2004, the Company  acquired a further
184 acres in the South Lamar  Prospect and a 100%  working  interest and a 78.5%
net revenue interest in the additional acreage. The Company also holds all other
zones except for the Thurman and Jefferson  formations.  Other target zones will
be evaluated for potential drilling opportunities.

         MIDDLECREEK PROSPECT

         During May 2004, the Company entered into an agreement to acquire a 320
acre drilling target in the  Middlecreek Gas Prospect  located in Hughes County,
State of Oklahoma.  The  agreement  includes  wells on the  property  with minor
production  from the  Gilchrease  zone and represents an average 70% net revenue
interest and a 100% working  interest.  Rights to drill all geological zones are
included,  and primary gas targets  include the Caney shale and Hartshorne  coal
zones with further  possibilities  in the Booch,  Stuart and Savannah zones. The
Company paid a certain  aggregate  amount for the leases  acquired in the Middle
Creek Prospect.

         H-9 PROSPECT

         During June 2004, the Company entered into an option to purchase a 100%
working interest and a 79.25% net revenue  interest in  approximately  4,600 net
leasehold  acres in  approximately  38 sections of the H-9  Prospect  located in
Hughes and McIntosh counties in the State of Oklahoma (the "H-9 Prospect").  The
Company has paid a certain  aggregate amount towards the purchase price with the
balance due after completion of due diligence by the Company.  On July 29, 2004,
the Company paid an additional aggregate amount and completed the acquisition of
the H-9 Prospect,  acquiring  approximately  4,850 acres of coal bed methane gas
target  drillable  leases. A further 320 acres of gas target drillable leases in
the H-9 area of interest were subsequently acquired with a 100% working interest
and a 78.25% net revenue interest.

         The H-9 Prospect area  acquisitions  brings  drillable  acreage for the
Company to  approximately  9,425 acres with  properties in the Wagnon,  Panther,
Coal Creek, South Lamar,  Middlecreek and H-9 prospects, as discussed above, all
located in the Arkoma Basin in the State of Oklahoma.

ACQUISITION OF LEXINGTON OIL & GAS LTD. CO.

         SHARE EXCHANGE AGREEMENT

         On November 19,  2003,  Intergold  Corporation  (now known as Lexington
Resources,  Inc.),  Lexington Oil & Gas Ltd. Co., an Oklahoma limited  liability
company  ("Lexington"),  and  the  shareholders  of  Lexington  (the  "Lexington
Shareholders")  entered  into a  share  exchange  agreement  (the  "Agreement").
Pursuant to the terms of the Share Exchange Agreement:  (i) the Company acquired
from the Lexington  Shareholders  one hundred  percent  (100%) of the issued and
outstanding  shares of common stock of  Lexington;  and (ii) the Company  issued
3,000,000 (pre-forward stock split) shares of its restricted Common Stock to the
Lexington  Shareholders in proportion to their respective  holdings in Lexington
(of which as of the date of this  Quarterly  Report,  Humphreys has  transferred
750,000  pre-forward  stock split shares to Orient  Exploration  Ltd., a private
corporation ("Orient")).

<PAGE>

         PURCHASE AND SALE AGREEMENTS.  During January, 2004, the parties to the
Share Exchange Agreement, Orient, Douglas Humphreys ("Humphreys"),  the Company,
Lexington  Oil &  Gas  Ltd.  Co.,  an  Oklahoma  limited  liability  corporation
("Lexington"),  Paluca  Petroleum  Inc.,  a private  Oklahoma  based oil and gas
services company ("Paluca") reevaluated the terms of the original Share Exchange
Agreement and upon further negotiations desired to modify the terms of the Share
Exchange Agreement as follows:  (i) 750,000  (pre-forward stock split) shares of
restricted  Common  Stock  of the  Company  held of  record  by  Humphreys  were
transferred to Orient in consideration  therefore;  (ii) the Company assigned to
Humphreys a 5% carried working  interest in every well drilled by the Company on
the Wagnon Property;  (iii) the Company agreed to allow Humphreys to participate
up to an additional 5% working  interest in every well drilled by the Company on
the Wagnon  Property;  (iv) the Company  agreed to  transfer  to Paluca  certain
assets previously  acquired by the Company (which included working interests and
net  revenue  interests  in certain  oil and gas leases  located on the Doc Cole
Property,  the Atwood Booch Sand Property,  the Jeneva  Property and the Sasakwa
Gilcrease Sand Property, as previously disclosed in prior filings)

         In  order  to  reflect  the  revised  operating  situation  arrangement
resulting from  modifications to the Share Exchange  Agreement the following two
agreements were simultaneously executed.

         HUMPHREYS/ORIENT  AGREEMENT.  On January 21, 2004, Orient and Humphreys
entered into an agreement (the  "Humphreys/Orient  Agreement").  Pursuant to the
terms and  provisions of the  Humphreys/Orient  Agreement,  Humphreys  agreed to
transfer 750,000  (pre-forward stock split) shares of restricted Common Stock of
the Company held of record by Humphreys to Orient.

         PALUCA AGREEMENT. On January 21, 2004, the Company,  Lexington,  Paluca
and Humphreys  entered into an agreement (the "Paluca  Agreement").  Pursuant to
the terms and provisions of the Paluca  Agreement:  (i) the Company  assigned to
Humphreys a 5% carried working  interest in every well drilled by the Company on
the Wagnon  Property;  (ii) the Company agreed to allow Humphreys to participate
up to an additional 5% working  interest in every well drilled by the Company on
the Wagnon  Property;  (iii) Humphreys agreed to waive any and all other claims,
debts or obligations owed to Humphreys by the Company or by Lexington,  and (iv)
the Company agreed to transfer to Paluca certain assets  previously  acquired by
the Company  (which  included  working  interests  and net revenue  interests in
certain oil and gas leases  located on the Doc Cole  Property,  the Atwood Booch
Sand Property,  the Jeneva Property and the Sasakwa Gilcrease Sand Property,  as
previously disclosed in prior filings). Mr. Douglas Humphreys, a director of the
Company, is the sole officer and director and majority shareholder of Paluca.

         Therefore,  as of the date of this Quarterly Report,  management of the
Company does not intend to proceed with the  acquisition  or  development of the
above-described  properties  as disclosed in early  filings due to  management's
analysis  that  the  properties  do not  contain  the  appropriate  oil  and gas
development elements that form part of the Company's current strategic focus and
criteria for corporate oil and gas development initiatives.

         CONSULTATION  AGREEMENT.  On  July 12, 2004, the Company, Lexington and
Douglas  Humphreys,  a director of the Company,  entered into an agreement  (the
"Agreement"),  regarding Mr.  Humphreys'  assistance in overseeing  the drilling
operations and the completion and management of wells. Pursuant to the terms and
conditions of the  Agreement:  (i) Mr.  Humphreys will be paid  compensation  of
$7,500 per month  effective  April 1, 2003;  (ii) the Company will assign to Mr.
Humphreys a 10% carried working interest in every well drilled by the Company on
all properties  held by the Company,  including the Wagnon  Property;  (iii) Mr.
Humphreys  will have the right to purchase an additional 5% working  interest in
all wells drilled by the Company on its properties  provided that funds for this
participation  are paid prior to the commencement of drilling of said wells; and
(iv) the Company will grant to Mr. Humphreys an additional 200,000 Stock Options
to be granted at $3.00 per share exercisable for a five-year term.

<PAGE>

RESULTS OF OPERATION

SIX-MONTH PERIOD ENDED JUNE 30, 2004 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30,
2003

         The Company's net loss for the six-month period ended June 30, 2004 was
approximately  ($4,282,990)  compared to ($129,738)  during the six-month period
ended June 30,  2003.  During the  six-month  period  ended June 30,  2004,  the
Company  generated  $94,207  in  gross  revenue  primarily  from the sale of gas
produced  from  the  Kellster  #1-5  coal bed  methane  gas  well  that  started
production  in mid February  2004,  which gross revenue was reduced by $6,558 in
estimated  depletion  and  operating  costs,  resulting in  operating  income of
$87,649.  No revenue was generated  during the  six-month  period ended June 30,
2003.

         During the six-month  period ended June 30, 2004, the Company  recorded
$4,370,639  in operating  expenses  compared to $129,738 in  operating  expenses
incurred  during the  six-month  period  ended  June 30,  2003 (an  increase  of
$4,240,901).  During the  six-month  period ended June 30, 2004,  the  Company's
operating  expenses  consisted  primarily  of:  (i)  $2,989,221  in  stock-based
compensation  relating  to the  fair  valuation  of  stock  options  granted  to
consultants  compared to $-0- during the  six-month  period ended June 30, 2003;
(ii)  $1,361,701  as general  and  administrative  expenses  compared to $82,665
during the six-month  period ended June 30, 2003;  and (iii) $19,717 as interest
expense  compared to $47,073  during the  six-month  period ended June 30, 2003.
General  and  administrative  expenses  generally  include  corporate  overhead,
financial and  administrative  contracted  services,  marketing,  and consulting
costs.

         Operating  expenses  incurred  during the  six-month  period  increased
primarily due to the increase in general and administrative expenses relating to
corporate  marketing and the recording of the non-cash  expense of $2,989,221 in
connection with the grant of 2,200,000 stock options (400,000  pre-Forward Stock
Split options and 1,000,000  post-Forward  Stock Split  options).  See "Part II.
Other Information. Item 2. Changes in Securities and Use of Proceeds."

         Of the $1,361,701  incurred as operating  expenses during the six-month
period  ended June 30, 2004,  an  aggregate  of $30,000 was incurred  payable to
Investor  Communications  International,  Inc. ("ICI") for amounts due and owing
for operational  management,  administrative and financial services rendered for
the quarter ended March 31, 2004 (no fees were incurred to ICI during the second
quarter ended June 30, 2004).  As of June 30, 2004, the Company also owed ICI an
aggregate  amount of $57,761 in loans inclusive of interest of $1,566 accrued at
ten percent (10%) per annum on  outstanding  loans and unpaid  management  fees.
During the six-month  period ended June 30, 2004,  the Company paid $-0- to ICI.
During the first quarter,  the Company  settled  $200,000 of the amounts due and
owing ICI pursuant to which ICI assigned its right, title and interest into such
debt to certain designated  holders of Stock Options,  and the Company agreed to
accept such  assignment  of debt as payment for the exercise  price of $0.50 per
share of 400,000 (pre-Forward Stock Split) Stock Options held by such designated
holders.  During the second quarter, the Company settled $495,000 of amounts due
and owing to ICI in exchange  for  issuance of 495,000  shares of the  Company's
restricted  Common  Stock  pursuant  to  the  exercise  of  options  by  certain
designated  holders of Stock  Options at $1.00 per  share.  See "Part II.  Other
Information. Item 2. Changes in Securities and Use of Proceeds."

         The Company and ICI entered  into a two-year  consulting  services  and
management   agreement   dated  January  1,  1999  (the   "Consulting   Services
Agreement").  On January 1, 2001,  the Company  and ICI  renewed the  Consulting
Services  Agreement for an additional  two-year period.  Although the Consulting
Services  Agreement  had  been  terminated  by  the  Company,  a  month-to-month

<PAGE>

agreement to provide services was established between the Company and ICI during
the first quarter of 2004 as a transitional  measure,  which transitional period
ended March 31, 2004.

         Of the $1,361,701  incurred as operating  expenses during the six-month
period  ended June 30, 2004,  an  aggregate  of $30,000 was incurred  payable to
International Market Trend AG ("IMT") for amounts due and owing for operational,
administrative,  and  financial  services  rendered.  On November 10, 2003,  the
Company  and  IMT  entered  into  a  consulting   agreement   (the   "Consulting
Agreement"),  whereby IMT performs a wide range of  management,  administrative,
financial, and business development services to the Company.

         As  discussed  above,  the  increase in net loss  during the  six-month
period ended June 30, 2004 compared to the six-month  period ended June 30, 2003
is attributable primarily to the increase in general and administrative expenses
and the recording of the non-cash  expense of $2,989,221 in connection  with the
grant of 2,200,000 stock options  (400,000  pre-Forward  Stock Split options and
1,000,000  post-Forward Stock Split options).  The Company's net loss during the
six-month period ended June 30, 2004 was  approximately  ($4,282,990) or ($0.30)
per share  compared to a net loss of ($129,738) or ($0.10)  during the six-month
period ended June 30, 2003. The weighted  average  number of shares  outstanding
was  14,282,945  for the  six-month  period  ended  June 30,  2004  compared  to
1,286,130 for the six-month  period ended June 30, 2003 (which has been restated
in  accordance  with the forward stock split of  three-for-one  shares of common
stock effected January 26, 2004).

THREE-MONTH PERIOD ENDED JUNE 30, 2004 COMPARED TO THREE-MONTH PERIOD ENDED JUNE
30, 2003

         The Company's net loss for the  three-month  period ended June 30, 2004
was  approximately  ($1,189,231)  compared to ($68,905)  during the  three-month
period ended June 30, 2003.  During the three-month  period ended June 30, 2004,
the Company  generated  $53,517 in gross revenue  primarily from the sale of gas
produced  from  the  Kellster  #1-5  coal bed  methane  gas  well  that  started
production  in mid February  2004,  which gross revenue was reduced by $3,879 in
estimated  depletion  and  operating  costs,  resulting in  operating  income of
$49,638.  No revenue was generated during the three-month  period ended June 20,
2003.

         During the three-month period ended June 30, 2004, the Company recorded
$1,238,869  in  operating  expenses  compared to $68,905 in  operating  expenses
incurred  during the  three-month  period  ended June 30,  2003 (an  increase of
$1,169,964).  During the  three-month  period ended June 30, 2004, the Company's
operating  expenses  consisted  primarily  of: (i)  $1,233,552  as  general  and
administrative  expenses compared to $43,856 during the three-month period ended
June 30, 2003;  and (ii) $5,317 as interest  expense  compared to $25,049 during
the three-month  period ended June 30, 2003.  Operating expenses incurred during
the three-month  period  increased  primarily due to the increase in general and
administrative expenses.

         As discussed  above,  the  increase in net loss during the  three-month
period  ended June 30, 2004  compared to the  three-month  period ended June 30,
2003 is  attributable  primarily to the  increase in general and  administrative
expenses.  The Company's net loss during the  three-month  period ended June 30,
2004 was approximately  ($1,189,231) or ($0.08) per share compared to a net loss
of ($68,905) or ($0.04) during the  three-month  period ended June 30, 2003. The
weighted average number of shares outstanding was 14,618,332 for the three-month
period ended June 30, 2004  compared to  1,563,289  for the  three-month  period
ended June 30, 2003.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company's financial  statements have been prepared assuming that it
will continue as a going concern and,  accordingly,  do not include  adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
operation.

SIX-MONTH PERIOD ENDED JUNE 30, 2004

         As of the six-month  period ended June 30, 2004, the Company's  current
assets were $886,486 and its current liabilities were $1,596,720, which resulted
in a working capital deficit of $710,234.  As of the six-month period ended June
30, 2004, the Company's total assets were $2,390,133 consisting of: (i) $780,759
in cash; (ii) $14,000 in prepaid expenses; (iii) $48,394 in accounts receivable;
(iii)  $43,333  in  deferred  charges;  (iv)  $3,329  in  fixed  assets  (net of
depreciation);  and (v) $1,500,318 in carrying value of oil and gas  properties.
As of the six-month period ended June 30, 2004, the Company's total  liabilities
were  $1,686,720  consisting  of:  (i)  $1,028,869  in current  and  non-current
drilling  obligations;  (ii) $500,000 in  convertible  promissory  notes;  (iii)
$83,820 in accounts  payable and accrued  liabilities;  and (iv)  $74,031 due to
related  parties.  See  "Part I.  Financial  Information.  Item 2.  Management's
Discussion  and  Analysis  or Plan of  Operation - Material  Commitments"  for a
discussion  regarding the drilling  commitments and "Part II. Other Information.
Item 2. Change in Securities and Use of Proceeds" for a discussion regarding the
convertible promissory notes.

         Stockholders'  equity increased from a deficit of ($697,818) for fiscal
year ended December 31, 2003 to $703,413 for the six-month period ended June 30,
2004.

         The  Company  has not  generated  positive  cash flows  from  operating
activities. For the six-month period ended June 30, 2004, net cash flows used in
operating  activities  was  ($1,244,465)  consisting  primarily of a net loss of
($4,282,990), which was adjusted by $2,989,221 to reconcile net loss to net cash
from  operating  activities  relating  to the  non-cash  expense of the grant of
2,200,000 stock options.

         Net cash flows used in investing  activities was  ($1,390,371)  for the
six-month  period  ended  June  30,  2004  pertaining  to  the  acquisition  and
development of the oil and gas properties.

         Net  cash  flows  from  financing  activities  was  $3,064,175  for the
six-month period ended June 30, 2004 pertaining primarily to $1,960,000 received
from proceeds on sale of Common Stock,  $500,000  received pursuant to the issue
of  convertible  promissory  notes and  $678,869  in drilling  obligations  from
private third parties.

PLAN OF OPERATION

         As of the date of this  Quarterly  Report,  there  has  been a  limited
amount of income realized from the business  operations of the Company,  with no
prior  history  of  earnings  prior  to the  share  exchange  agreement  between
Intergold Corporation (now known as Lexington Resources,  Inc.), Lexington Oil &
Gas Ltd.  Co., an Oklahoma  limited  liability  company  ("Lexington"),  and the
shareholders of Lexington. The Company's primary sources of financing during the

<PAGE>

prior fiscal years  before the Company  changed its business  premise to oil and
gas exploration  and development has been from advances  provided to the Company
as debt and private placement and warrant offerings.

         In accordance  with the  acquisition  of  Lexington,  management of the
Company  anticipates  a possible  increase  in  operating  expenses  and capital
expenditures  relating to oil and gas operating  properties drilling initiatives
and property  acquisitions.  The Company may finance these expenses with further
issuances of Common Stock of the Company,  sources of debt funding,  and private
drilling funding  agreements.  The Company believes that any anticipated private
placements of equity capital and debt financing, if successful,  may be adequate
to fund the  Company's  operations  over the next six  months.  Thereafter,  the
Company  expects  it will need to raise  additional  capital  to meet  long-term
operating  requirements.  The  Company may  encounter  business  endeavors  that
require significant cash commitments or unanticipated  problems or expenses that
could  result in a  requirement  for  additional  cash before that time.  If the
Company  raises  additional  funds through the issuance of equity or convertible
debt securities other than to current shareholders,  the percentage ownership of
its  current  shareholders  would be  reduced,  and such  securities  might have
rights,  preferences  or  privileges  senior  to its  common  stock.  Additional
financing may not be available  upon  acceptable  terms,  or at all. If adequate
funds are not available or are not available on  acceptable  terms,  the Company
may not be able to take  advantage  of  prospective  new  business  endeavors or
opportunities,  which could  significantly and materially restrict the Company's
business operations.

MATERIAL COMMITMENTS

         A significant and estimated  commitment for the Company for fiscal year
2004 relates to the drilling  agreements  with private  investors  (the "Funding
Investors")  for the funding for the Kellster #1-5,  Kyndal #2-2, and Bryce #3-2
coal bed methane gas wells. The Funding Investors each provided one-third of the
authorization  for expenditures  capital  estimated at $360,000 for the Kellster
#1-5  coal bed  methane  gas  well.  As at June 30,  2004,  $1,080,000  has been
received by the Company for the completion and drilling costs of the first three
wells. As of June 30, 2004, the Funding Investors have been repaid approximately
$63,000 of their $360,000 investment in the Kellster #1-5 well.

         A  significant  commitment  for the Company for fiscal year 2004 is the
principal amount of $400,000 due and owing pursuant to a convertible  promissory
note dated April 26,  2004 and the  principal  amount of $100,000  due and owing
pursuant to a similar  convertible  promissory note dated June 30, 2004 Pursuant
to the terms and  provisions of the $400,000  convertible  promissory  note, the
holder  thereof has the right to convert  principal  and  interest at anytime at
$5.00 per Common  Share.  Pursuant to the terms and  provisions  of the $100,000
convertible  promissory  note,  the  holder  thereof  has the  right to  convert
principal  and interest at anytime at $2.50 per Common Share.  Both  convertible
promissory  notes  are  unsecured  and are  issued  for  terms of one year  with
interest accruing on each at the U.S. prime lending rate +1% per annum.

         A significant and estimated commitment for the Company for fiscal  year
2004  relates to the  aggregate  amount of  $280,000,  which was advanced to the
Company by a private company that is one of the Funding  Investors.  This amount
is non-interest bearing and has no fixed terms of repayment.

OFF-BALANCE SHEET ARRANGEMENTS

         As of the date of this Quarterly Report,  the Company does not have any
off-balance  sheet  arrangements  that have or are  reasonably  likely to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement

<PAGE>

or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated  with Exit or Disposal  Activities."  Such  standard  requires  costs
associated with exit or disposal  activities  (including  restructurings)  to be
recognized  when the costs are incurred,  rather than at a date of commitment to
an exit or disposal plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  Under SFAS No.
146, a liability related to an exit or disposal activity is not recognized until
such  liability has actually  been incurred  whereas under EITF Issue No. 94-3 a
liability  was  recognized  at the time of a  commitment  to an exit or disposal
plan.  The  provisions  of this  standard  are  effective  for exit or  disposal
activities  initiated  after December 31, 2002. The adoption of SFAS 146 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

         In May 2003, SFAS 150,  "Accounting for Certain  Financial  Instruments
with Characteristics of both Liabilities and Equity", was issued. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity. Generally, a financial instrument, whether
in the form of shares or otherwise,  that is mandatorily  redeemable,  i.e. that
embodies  an  unconditional  obligation  requiring  the  issuer  to redeem it by
transferring its shares or assets at a specified or determinable date (or dates)
or upon an event that is certain to occur, must be classified as a liability (or
asset in some  circumstances).  In some cases,  a financial  instrument  that is
conditionally  redeemable  may  also be  subject  to the  same  treatment.  This
Statement does not apply to features that are embedded in a financial instrument
that is not a derivative (as defined) in its entirety. For public entities, this
Statement is effective for financial  instruments entered into or modified after
May 31, 2003.  The adoption of SFAS 150 did not affect the  Company's  financial
position or results of operations.

         In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  45,
"Guarantor's  Accounting for Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others,  an  interpretation  of FASB
Statements  No. 5, 57 and 107 and  rescission  of FASB  Interpretation  No.  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45
clarifies the requirements for a guarantor's  accounting for, and disclosure of,
certain  guarantees  issued and  outstanding.  It also  requires a guarantor  to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation  undertaken in issuing the guarantee.  This  interpretation  also
incorporates without reconsideration the guidance in FASB Interpretation No. 34,
which is being  superseded.  The adoption of FIN 45 did not affect the Company's
financial position or results of operations.

<PAGE>

         In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46,
Consolidation of Variable  Interest  Entities,  an  interpretation of Accounting
Research Bulletins ("ARB") No. 51, Consolidated Financial Statements ("FIN 46").
Fin 46 applies  immediately to variable  interest entitles created after January
31, 2003,  and in the first  interim  period  beginning  after June 15, 2003 for
variable interest entities created prior to January 31, 2003. The interpretation
explains  how to  identify  variable  interest  entities  and how an  enterprise
assesses  its  interest  in a  variable  interest  entity to decide  whether  to
consolidate that entity.  The  interpretation  requires existing  unconsolidated
variable interest entities to be consolidated by their primary  beneficiaries if
the entities do not effectively disperse risks among parties involved.  Variable
interest  entities  that  effectively  disperse  risks will not be  consolidated
unless a single  party  holds an  interest  or  combination  of  interests  that
effectively recombines risks that were previously dispersed. The adoption of FIN
46 did not affect the Company's financial position or results of operations.

ITEM III. CONTROLS AND PROCEDURES

         An  evaluation  was  conducted  under  the  supervision  and  with  the
participation of the Company's management, including Grant Atkins, the Company's
President  and  Chief  Executive  Officer,  and  Vaughn  Barbon,  the  Company's
Treasurer and Chief Financial  Officer,  of the  effectiveness of the design and
operation of the  Company's  disclosure  controls and  procedures as at June 30,
2004.  Based on that  evaluation,  Mr. Atkins and Mr. Barbon  concluded that the
Company's  disclosure  controls and procedures were effective as of such date to
ensure that information required to be disclosed in the reports that the Company
files or submits  under the  Securities  Exchange  Act of 1934,  as amended,  is
recorded,  processed,  summarized and reported within the time periods specified
in  Commission  rules and forms.  Such  officers  also confirm that there was no
change in the Company's  internal  control over financial  reporting  during the
six-month  period  ended  June 30,  2004  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

AUDIT COMMITTEE REPORT

         The Board of Directors has established an audit committee.  The members
of the audit committee are Mr. Steven Jewett, Mr. Doug Humphreys, and Mr. Norman
MacKinnon.  Two of the three members of the audit  committee  are  "independent"
within the meaning of Rule 10A-3 under the Exchange Act. The audit committee was
organized  in April 2004 and  operated  under a written  charter  adopted by the
Board of Directors.

         The audit  committee has reviewed and  discussed  with  management  the
Company's  unaudited  financial  statements as of and for the  six-month  period
ended June 30, 2004.  The audit  committee has also discussed with Dale Matheson
Carr-Hilton  LaBonte  the matters  required  to be  discussed  by  Statement  on
Auditing Standards No. 61,  Communication with Audit Committees,  as amended, by
the  Auditing  Standards  Board of the American  Institute  of Certified  Public
Accountants.   The  audit  committee  has  received  and  reviewed  the  written
disclosures and the letter from Dale Matheson  Carr-Hilton  LaBonte  required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as amended, and has discussed with Dale Matheson Carr-Hilton LaBonte
their independence.

<PAGE>

         Based on the  reviews  and  discussions  referred  to above,  the audit
committee has recommended to the Board of Directors that the unaudited financial
statements  referred to above be included in the Company's  Quarterly  Report on
Form  10-QSB  for the  six-month  period  ended  June 30,  2004  filed  with the
Securities and Exchange Commission.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         No report required.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

PRIVATE PLACEMENT OFFERING

         During the six-month period ended June 30, 2004, the Company engaged in
a private placement  offering under Regulation S and Rule 506 of Regulation D of
the Securities Act of 1933, as amended (the "1933  Securities  Act"),  which has
been  terminated.  Pursuant to the terms of the private  placement,  the Company
offered  1,000,000  units in the  capital  of the  Company  (the  "Unit"),  at a
subscription price of $2.50 per Unit, with each such Unit being comprised of one
share of  restricted  Common  Stock and one-half of one  non-transferable  share
purchase  warrant (the  "Warrant").  Each such whole Warrant entitles the holder
thereof to  purchase  one  additional  share of  restricted  Common  Stock at an
exercise  price of $5.00 per Warrant for a period  commencing on the date of the
issuance of the Unit by the Company and ending on December 31, 2005. The Company
sold 400,000 Units at $2.50 per Unit, consisting of 400,000 shares of restricted
Common Stock and 200,000  Warrants,  for aggregate gross proceeds of $1,000,000.
The per share price of the offering was  arbitrarily  determined by the Board of
Directors based upon analysis of certain factors including,  but not limited to,
stage of development,  industry status, investment climate, perceived investment
risks, assets and net estimated worth of the Company.  The Company issued shares
of restricted  Common Stock to one U.S.  investor,  who was deemed an accredited
investor  as that  term is  defined  under  Regulation  D,  and to ten  non-U.S.
resident  investors.   The  investors  executed   subscription   agreements  and
acknowledged that the securities to be issued have not been registered under the
1933  Securities  Act,  that the  investors  understood  the economic risk of an
investment in the securities,  and that the investors had the opportunity to ask
questions of and receive  answers from the Company's  management  concerning any
and all matters  related to acquisition of the  securities.  No underwriter  was
involved in the transaction.

         A finders' fee was paid by the issuance of 39,800  restricted shares of
Common Stock.

FORWARD STOCK SPLIT

         On January 14, 2004, the Board of Directors of the Company  pursuant to
minutes of written consent in lieu of a special meeting  authorized and approved
a forward stock split of  three-for-one  of the Company's issued and outstanding
shares of Common Stock (the "Forward Stock Split").

         The Forward Stock Split was effectuated  based on market conditions and
upon a determination  by the Board of Directors that the Forward Stock Split was
in the best  interests  of the  Company  and the  shareholders.  In the  Board's
judgment the Forward  Stock Split would  result in an increase in the  Company's
trading  float of  shares  of  Common  Stock  available  for sale  resulting  in

<PAGE>

facilitation of investor  liquidity and trading volume potential.  The intent of
the Forward  Stock  Split was to increase  the  marketability  of the  Company's
Common Stock.

         The Forward Stock Split was  effectuated  with a record date of January
26, 2004 upon filing the  appropriate  documentation  with  NASDAQ.  The Forward
Stock Split  increased the  Company's  issued and  outstanding  shares of Common
Stock from 4,681,184 to  approximately  14,043,552  shares of Common Stock.  The
Common Stock will continue to carry a $0.00025 par value.

ICI DEBT

         During the  six-month  period ended June 30, 2004,  the Company and ICI
entered into a settlement agreement (the "Settlement  Agreement"),  in which the
Company  settled  $495,000  of debt due and  owing to ICI and ICI  assigned  its
right,  title and interest into such debt to certain designated holders of Stock
Options, and the Company agreed to accept such assignment of debt as payment for
the exercise price of $1.00 per share.  The Company issued 495,000 shares of its
trading  Common Stock as registered  under Form S-8 to designees of IMT pursuant
to the  exercise of options at $1.00 per share.  The shares of Common Stock were
issued under the  exemption  from  registration  pursuant to Section 4(2) of the
1933 Securities Act.

STOCK OPTION PLAN

         On December 31, 2003,  the Board of Directors of the Company  ratified,
approved and confirmed the adoption of a new Stock Option Plan,  which  provided
authorization  to the Board of Directors to grant up to 4,000,000  Stock Options
to  directors,  officers,  employees  and  consultants  of the  Company  and its
subsidiaries. Options granted under the Stock Option Plan shall be at prices and
for terms as determined  by the Board of Directors  with terms not to exceed ten
(10) years.

         During  November  2003,  the  Company  caused  to  be  filed  with  the
Securities and Exchange  Commission a registration  statement on "Form S-8 - For
Registration  Under the  Securities  Act of 1933 of  Securities to Be Offered to
Employees  Pursuant to Employee Benefit Plans".  The S-8 registration  statement
became  effective  registering  Stock Options under the Stock Option Plan in the
aggregate amount of 1,000,000 Stock Options  exercisable at an exercise price of
$0.50 per share.

         During April 2004,  the Company  caused to be filed with the Securities
and Exchange Commission a registration statement on "Form S-8 - For Registration
Under the  Securities  Act of 1933 of  Securities  to Be  Offered  to  Employees
Pursuant to Employee  Benefit  Plans".  The S-8  registration  statement  became
effective registering Stock Options under the Stock Option Plan in the aggregate
amount of 500,000 Stock Options  exercisable  at an exercise  price of $1.00 per
share.

         During June 2004,  the Company  caused to be filed with the  Securities
and Exchange Commission a registration statement on "Form S-8 - For Registration
Under the  Securities  Act of 1933 of  Securities  to Be  Offered  to  Employees
Pursuant to Employee  Benefit  Plans".  The S-8  registration  statement  became
effective  registering  a further  400,000  Stock Options under the Stock Option
Plan exercisable at an exercise price of $3.00 per share.

<PAGE>

         On July 2,  2004,  the  Board of  Directors  of the  Company  ratified,
approved  and  confirmed  the adoption of an amendment to the Stock Option Plan,
which provided authorization to the Board of Directors to grant up to a total of
5,000,000 Stock Options to directors, officers, employees and consultants of the
Company and its subsidiaries.  The 1,000,000 share option increase in Options to
be  granted  under  the  Stock  Option  Plan  shall be at $3.00  per share for a
five-year term.

STOCK OPTIONS GRANTED

         In accordance  with the terms and  provisions of the Stock Option Plan,
and as of the date of this  Quarterly  Report,  the  Board of  Directors  of the
Company  has  granted  an  aggregate  of  2,000,000  Stock  Options  as  follows
(4,000,000  Stock Options  post-Forward  Stock Split):  (i) 50,000 Stock Options
(pre-Forward  Stock Split)  exercisable at $0.50 per share to Douglas  Humphreys
expiring February 12, 2013; (ii) 950,000 Stock Options (pre-Forward Stock Split)
exercisable at $0.50 per share to IMT and/or IMT's employees or consultants who,
in such capacities,  rendered bona fide services on behalf of the Company (which
all such shares were subject to a S-8  registration  statement as filed with the
Securities and Exchange  Commission);  (iii) 500,000 Stock Options (post-Forward
Stock Split)  exercisable at $1.00 per share to IMT and two directors (which all
such shares were subject to the S-8 registration  statement  referenced above as
filed with the  Securities  and Exchange  Commission);  and (iv)  500,000  Stock
Options (post-Forward Stock Split) exercisable at $3.00 per share to IMT and one
director.

STOCK OPTIONS EXERCISED/ICI DEBT SETTLEMENT

         Of the 4,000,000 aggregate Stock Options granted, and as of the date of
this Annual  Report:  (i) 868,870 Stock Options  (pre-Forward  Stock Split) have
been  exercised at $0.50 per share for $434,435 in settlement  and assignment of
debt in accordance  with the terms of the  respective  notice and  agreements of
exercise of option  (2,606,610  Stock Options  post-Forward  Stock Split);  (ii)
81,130 Stock Options  (pre-Forward Stock Split) have been exercised at $0.50 per
share for $40,565 by  employees or  consultants  of IMT in  accordance  with the
terms of the  respective  notice and  agreements of exercise of option  (243,390
Stock  Options   post-Forward   Stock   Split);   (iii)  495,000  Stock  Options
(post-Forward  Stock Split) have been  exercised at $1.00 per share for $495,000
by  employees  or  consultants  of IMT  in  accordance  with  the  terms  of the
respective  notice  and  agreements  of  exercise  of  option  for  $495,000  in
settlement of debt to ICI and  assignment of debt by ICI in accordance  with the
terms of the  respective  notice and  agreements  of  exercise  of option;  (iv)
320,000 Stock Options  (post-Forward  Stock Split) have been  exercised at $3.00
per share for  proceeds  of  $960,000  by  employees  or  consultants  of IMT in
accordance with the terms of the respective notice and agreements of exercise of
option.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        No report required.

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

        No report required.

ITEM 5. OTHER INFORMATION

        No report required.

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         31.1 Certification  of Chief Executive  Officer  pursuant to Securities
              Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         31.2 Certification  of Chief Financial  Officer  pursuant to Securities
              Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

         32.1 Certifications  pursuant to  Securities  Exchange Act of 1934 Rule
              13a- 14(b) or 15d-14(b)  and 18 U.S.C.  Section  1350,  as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         Reports on Form 8-K:

         Report on Form 8-K filed on May 4, 2004  regarding Item 5. Other Events
         and Regulation FD Disclosure.


SIGNATURES

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


                                             LEXINGTON RESOURCES, INC.

Dated: August 6, 2004                        By: /s/ GRANT ATKINS
                                             ______________________________
                                             Grant Atkins, President and
                                             Chief Executive Officer


Dated: August 6, 2004                        By: /s/ VAUGHN BARBON
                                             ______________________________
                                             Vaughn Barbon, Chief Financial
                                             Officer