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


                                   FORM 10-QSB


[X] QUARTERLY  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT
OF 1934
               For the quarterly period ended September 30, 2002

      [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
        For the Transition Period from _____________ to _________________

                         Commission file number: 0-26915

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

          OKLAHOMA                                           73-1533326
(State or other jurisdiction of                        (IRS Employer I.D. No.)
 incorporation or organization)


                            9202 South Toledo Avenue
                                 Tulsa, OK 74137
                    (Address of principal executive officers)

                                 (918) 492-4125
                           (Issuer's telephone number)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  There were  17,282,735  shares of
Common Stock, $0.001 par value, outstanding as of November 15, 2002.




                                       1
<PAGE>


                          PART 1--FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

<S>                                                                                                     <C>

Balance Sheet at September 30, 2002 (Unaudited).....................................................     3

Statements of Operations For The Period From Inception (December 16, 1997) To September 30, 2002 and
For The Three Months and Nine Months Ended September 30, 2002 and 2001 (Unaudited)..................     4

Statements of Cash Flows For The Period From Inception (December 16, 1997) to September 30, 2002 and
For The Nine Months Ended June 30, 2002 and 2001 (Unaudited)........................................     5

Notes to the Financial Statements (Unaudited).......................................................     6

</TABLE>



                                       2
<PAGE>




                                   Lexon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                         September 30, 2002 (Unaudited)




                                ASSETS
Current assets
Cash                                                                  $298
                                                                ----------
   Total current assets                                                298
                                                                ----------
TOTAL ASSETS                                                          $298
                                                                ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                           $72,900
Accrued salaries payable                                           600,000
Payable to DOCRO                                                   350,000
Payable to Stony Brook                                             259,000
Payable to University of Maryland                                  176,676
Payable to University of South Florida Research Foundation         175,000
Related party payables                                             173,857
                                                                ----------
   Total current liabilities                                     1,807,433
                                                                ----------
Shareholders' equity
Preferred stock, $0.001 par value,
   5,000,000 shares authorized;  no shares
   issued and outstanding                                                -
Common stock, $0.001 par value,
   45,000,000 shares authorized;
   17,282,735 shares issued and outstanding                         17,283
Common stock subscribed                                           (744,500)
Paid in capital                                                  8,916,120
Deficit accumulated during the development stage                (9,996,038)
                                                                ----------
                                                                (1,807,135)
                                                                ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $298
                                                                ==========


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


                                       3
<PAGE>
<TABLE>
<CAPTION>


                                   Lexon, Inc.
                          (A Development Stage Company)

                            Statements of Operations
        From Inception (December 16, 1997) Through September 30, 2002 and
            For the Nine Months Ended September 30, 2002 and 2001 and
       For the Three Months Ended September 30, 2002 and 2001 (Unaudited)

<S>                                   <C>                     <C>              <C>           <C>               <C>


                                          From inception
                                           (December 16,     Nine Months Ended September 30,   Three Months Ended September 30,
                                           1997) through     -------------------------------   --------------------------------
                                      September 30, 2002            2002             2001           2002              2001
                                      ------------------     -----------       ----------    -----------        ----------
Revenue                                              $ -             $ -              $ -             $ -              $ -

Expenses
Research and development                       1,593,898           2,368          102,046               -            7,747
General and administrative                     7,988,009         762,140          652,318          13,568          355,158
                                      ------------------     -----------       ----------    -----------        ----------
   Total operating expenses                    9,581,907         764,508          754,364          13,568          362,905
                                      ------------------     -----------       ----------    -----------        ----------
Operating loss                                (9,581,907)       (764,508)        (754,364)        (13,568)        (362,905)

Interest expense                                 414,131             429            7,809             179            1,714
                                      ------------------     -----------       ----------    -----------        ----------
Net loss                                    $ (9,996,038)     $ (764,937)      $ (762,173)      $ (13,747)      $ (364,619)
                                      ------------------     -----------       ----------    -----------        ----------
Weighted average shares outstanding            9,587,820      17,282,735       12,867,072      17,282,735       14,739,083

Loss per share                                   $ (1.04)        $ (0.04)         $ (0.06)        $ (0.00)         $ (0.02)


</TABLE>


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



                                       4
<PAGE>



<TABLE>
<CAPTION>

                                   Lexon, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
        From Inception (December 16, 1997) through September 30, 2002 and
        For the Nine Months Ended September 30, 2002 and 2001 (Unaudited)


<S>                                                     <C>                    <C>                   <C>


                                                            From inception
                                                             (December 16,                 Nine Months Ended
                                                             1997) through    ----------------------------------------
                                                        September 30, 2002    September 30, 2002    September 30, 2001
                                                        ------------------    ------------------    ------------------
Operating activities
Net loss                                                      $ (9,996,038)           $ (764,937)           $ (762,173)
Plus non-cash charges to earnings:
   Amortization of license and sponsored
      research agreements                                          796,789               127,853               201,905
   Value of common stock options granted to
      non-employees for services                                 1,299,218                     -                     -
   Amortization of Stock Options Issued to
      Non-employee Lenders                                         356,346                     -                     -
   Value of services contributed by employees                    1,111,479                     -                     -
   Value of stock issued for services                            3,430,836                     -                37,500
Change in working capital accounts:                                      -
   Decrease (increase) in prepaid expenses                               -                 9,375               (28,125)
   Increase in other receivables                                         -                     -                 6,532
   Increase (decrease) in accounts payable
      and accrued liabilities                                       72,900                33,450               (72,504)
   Increase in accrued salaries                                    600,000               200,000               100,000
   Increase (decrease) in interest payable                           8,080                     -                (3,575)
   Increase in payable to Stony Brook                              259,000               259,000                     -
   Increase in payable to Univ. of Maryland                         52,139                     -                52,139
   Increase in payable to DOCRO                                    350,000                     -                     -
   Increase in payable to Univ. of South Florida                   175,000               100,000                     -
   Increase (decrease) in payable to North Shore                         -                     -                13,946
                                                        ------------------    ------------------    ------------------
      Total operating activities                                (1,484,251)              (35,259)             (454,355)
                                                        ------------------    ------------------    ------------------

Financing activities
Loans from related parties                                         715,248                27,983                22,783
Repayment of loans from related parties                           (541,391)                    -                     -
Repayment of promissory notes by employees                           5,500                 5,500                     -
Sale of common stock for cash:
   To founders                                                       5,000                     -                     -
   To third-party investors                                      1,795,727                     -               491,000
   Payment of issue costs                                         (174,598)                    -                     -
   To employees upon exercise of
      employee stock options                                       320,313                     -                     -
                                                        ------------------    ------------------    ------------------
      Total financing activities                                 2,125,799                33,483               513,783
                                                        ------------------    ------------------    ------------------

Investing activities
Purchase of bladder cancer test license agreement                        -                     -               (41,000)
Purchase of Cancer Diagnostics Inc.                               (170,000)                    -
Purchase of exclusive licenses                                    (160,000)                    -                     -
Payment of sponsored research contract                            (311,250)                    -                     -
                                                        ------------------    ------------------    ------------------
      Total investing activities                                  (641,250)                    -               (41,000)
                                                        ------------------    ------------------    ------------------

Change in cash                                                         298                (1,776)               18,428
Cash at beginning of period                                              -                 2,074                   820
                                                        ------------------    ------------------    ------------------
Cash at end of period                                                $ 298                 $ 298              $ 19,248
                                                        ------------------    ------------------    ------------------

Supplemental disclosure of cash flow information:
   Cash paid for interest during the period                       $ 21,389                   $ -               $ 3,575

Non-cash financing and investing activities:
   Common stock issued in Gentest Merger                           $ 1,000                   $ -                   $ -
   Sponsored Research Agreement for Telomerase Technology          124,537                     -                     -
   Common stock issued to employees upon exercise
      of their options                                             750,000                     -               750,000
   Common stock subscribed through promissory notes               (750,000)                    -              (750,000)
   Common stock issued as payment of liabilities
      incurred in CDI transactions                                  38,080                     -                38,080




</TABLE>

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



                                       5
<PAGE>



                                   Lexon, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
                  For the Nine Months Ended September 30, 2002

Note 1--  Organization and Summary of Significant Accounting Policies

Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
statements  and do  not  include  all  information  and  footnotes  required  by
generally  accepted  accounting  principles for complete  financial  statements.
However, the information furnished reflects all adjustments,  consisting only of
normal recurring adjustments, which are, in the opinion of management, necessary
in order to make the financial statements not misleading.

Organization and Nature of Operations

     Prior to September 2002 Lexon,  Inc.  ("Lexon" or "the Company")  owned the
exclusive  worldwide license to develop,  manufacture,  obtain FDA approval for,
and market a blood screening test kit for detecting  elevated levels of the Ebaf
protein,  which has been linked to colon cancer and certain types of ovarian and
testicular cancers.

     On September 23, 2002, the Company  received a notice of  termination  from
the  University of South Florida  Research  Foundation  ("USFRF") of the license
agreement  for  non-payment  of  $175,000 of minimum  royalties  due among other
items. The Company disputes USFRF's position and plans to attempt to resolve the
matter.

Development Stage Operations

     The Company was  incorporated  on December 16, 1997,  under the laws of the
state of Oklahoma. Since inception, the Company's primary focus has been raising
capital and developing the Ebaf Assay.

Income Taxes

     The Company uses the liability method of accounting for income taxes as set
forth  in  Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  109,
"Accounting for Income Taxes".  Under the liability  method,  deferred taxes are
determined  based on the  differences  between the financial  statements and tax
bases of assets and  liabilities  at enacted tax rates in effect in the years in
which the differences are expected to reverse.

Compensation of Officers and Employees

     Prior to January 1, 2001,  the Company's  sole officer and director and its
other  employees  served without pay or other  non-equity  compensation.  During
those periods,  the fair value of their services was recorded as an expense with
an offsetting entry to paid-in-capital.  For the period from inception (December
16, 1997) to September 30, 2002, the estimated value of the services rendered by
Lexon's officer and other employees prior to January 3, 2001 was $1,711,479.

     On January 3, 2001, the Company entered into written employment  agreements
with its officer and certain  employees.  These  agreements  designate  specific
salaries  for those  individuals  and  require  that the  salaries be paid in 24
semi-monthly  installments.  As of September 30, 2002, the accrued liability for
the accumulated  salary  obligations  was $600,000,  which consisted of $400,000
accrued  during 2001 and  $200,000  accrued  during the first half of 2002.  The
Company has breached the employment  agreements.  There is no assurance that the
officer  and  employees  subject  to such  agreements  will  return to serve the
Company or that the  Company  will be able to pay past or future  salaries.  See
Note 5, "Other Commitments and Contingencies."

Stock-based Compensation

     The  Company   accounts  for  stock-based   compensation   arrangements  in
accordance with Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees",  and complies with the disclosure  provisions of
SFAS No. 123, "Accounting for Stock-Based  Compensation" ("SFAS 123"). Under APB
No. 25, compensation expense is based on the difference,  if any, on the date of
grant, between the fair value of the Company's stock and the exercise price. The
Company  accounts  for stock  issued to  non-employees  in  accordance  with the
provisions of SFAS No. 123 and the Emerging Issues Task Force Consensus in Issue
No. 96-18.


                                       6
<PAGE>

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 at the
date of the financial  statements and the reported  revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Research and Development ("R&D") Costs

     Costs relating to research and  development  are expensed as incurred.  The
Company also includes amortization of licenses as a cost of R&D.

New Accounting Standards

     The Company adopted SFAS No. 133,  "Accounting  for Derivative  Instruments
and Hedging Activities" during the first quarter of 2001. Currently, the Company
does not engage in hedging activities or transactions involving derivatives.

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations," which supersedes APB Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-acquisition Contingencies of
Purchased  Enterprises."  The provisions of the Statement  apply to all business
combinations  initiated  after June 30,  2001.  SFAS No. 141  requires  that all
business  combinations  be accounted for by the purchase  method of  accounting.
This method requires the accounts of an acquired institution to be included with
the  acquirer's  accounts  as of the  date of  acquisition  with any  excess  of
purchase price over the fair value of the net assets  acquired to be capitalized
as  goodwill.  The  Statement  also  requires  that the  assets  of an  acquired
institution  be  recognized  as assets apart from goodwill if they meet specific
criteria  presented  in  the  Statement.  The  Statement  ends  the  use  of the
pooling-of-interests  method of  accounting  for  business  combinations,  which
required the restatement of all prior period information for the accounts of the
acquired institution.  The Company will account for all mergers and acquisitions
initiated after June 30, 2001, using the purchase method.

     In June 2001, the FASB issued SFAS No. 142,  "Goodwill And Other Intangible
Assets," and SFAS No. 143,  "Accounting For Asset Retirement  Obligations." SFAS
No. 142  supersedes  APB  Opinion No. 17,  "Intangible  Assets",  and  primarily
addresses   accounting  for  goodwill  and  intangible   assets   subsequent  to
acquisition.  Under SFAS No. 142, goodwill and separately  identified intangible
assets with indefinite  lives will no longer be amortized but reviewed  annually
(or more frequently if impairment  indicators arise) for impairment.  Separately
identified  intangible  assets not deemed to have indefinite lives will continue
to be amortized  over their useful  lives.  SFAS No. 142 applies to all goodwill
and intangible  assets acquired after June 30, 2001. For goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt SFAS No.
142 effective  January 1, 2002.  The Company  adopted SFAS No. 142 on January 1,
2002,  and after an evaluation  of its effects  determined  that its  intangible
assets were impaired. As such, the license for the Ebaf assay technology through
the University of South Florida was written off at June 30, 2002. (see Note 3).

     SFAS No. 143, "Accounting for Asset Retirement  Obligations," requires that
entities record as a liability  obligations  associated with the retirement of a
tangible long-lived asset when such obligations are incurred, and capitalize the
cost by increasing the carrying amount of the related long-lived asset. SFAS No.
143 will be effective for fiscal years beginning  after June 15, 2002,  however,
earlier  application is encouraged.  The Company,  which adopted SFAS No. 143 on
January 1, 2002, does not expect a material impact from the adoption of SFAS No.
143 on its financial statements.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  For The
Impairment Or Disposal Of Long-Lived  Assets." SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  For The  Impairment Of Long-Lived  Assets And For  Long-Lived
Assets To Be Disposed  Of," and APB Opinion  No. 30,  "Reporting  The Results Of
Operations - Reporting  The Effects Of Disposal Of A Segment Of A Business,  And
Extraordinary, Unusual And Infrequently Occurring Events And Transactions." SFAS
No. 144  establishes  an accounting  model based on SFAS No. 121 for  long-lived
assets to be disposed of by sale, previously accounted for under APB Opinion No.
30. This  Statement is effective for fiscal years  beginning  after December 15,
2001.  The  Company,  which  adopted  SFAS No. 144 on January 1, 2002,  does not
expect a material  impact  from the  adoption  of SFAS No. 144 on its  financial
statements.



                                       7
<PAGE>

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections".  SFAS No. 145  rescinds  SFAS No. 4, which  required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary  item. As a result,  the criteria in APB Opinion No. 30 will
now be used to classify those gains and losses.  SFAS No. 64 amended SFAS No. 4,
and is no longer  necessary  because SFAS No. 4 has been rescinded.  SFAS No. 44
was issued to establish accounting requirements for the effects of transition to
the provisions of the Motor Carrier Act of 1980. Because the transition has been
completed,  SFAS No. 44 is no longer necessary.  SFAS No. 145 amends SFAS No. 13
to require that certain lease  modifications  that have economic effects similar
to  sale-leaseback   transactions  be  accounted  for  in  the  same  manner  as
sale-leaseback  transactions.  SFAS No. 145 also makes technical  corrections to
other  existing  pronouncements.  The  provisions  of SFAS No. 145 are generally
applicable for fiscal years  beginning or  transactions  occurring after May 15,
2002.  The Company  does not expect a material  impact from the adoption of SFAS
No. 145 on its financial statements.

     In June 2002, the FASB voted in favor of issuing SFAS No. 146,  "Accounting
for Exit or Disposal  Activities".  SFAS No. 146  addresses  significant  issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that are currently  accounted for pursuant to the guidance that the EITF has set
forth in 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)". The scope of SFAS No. 146 also includes (1)
costs  related to  terminating  a contract  that is not a capital  lease and (2)
termination  benefits that employees who are  involuntarily  terminated  receive
under the terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred-compensation contract. The Company will be
required to adopt SFAS No, 146 for exit or disposal  activities  initiated after
December  31,  2002.  The  Company  does not expect a material  impact  from the
adoption of SFAS No. 146 on its financial statements.

Note 2--  Uncertainties

     The  Company  presently  has no cash.  The  Company  must raise  additional
capital to  continue  its  operations.  There is no  assurance  that  additional
capital  will be  available  to the Company on  acceptable  terms or at all. Any
additional capital may involve substantial  dilution to the interests of Lexon's
existing   shareholders.   The  Company  presently  has  no  investment  banking
agreements in place or sources of funding available;  therefore,  the likelihood
of the Company being able to raise the funds it needs is doubtful.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company will continue as a going concern.  The Company is in the early stages of
development and has not established  sources of revenues  sufficient to fund the
development of business and pay operating  expenses,  resulting in a net loss of
$628,073 for the nine months ended September 30, 2002. In addition, on September
23, 2002,  the Company  received a notice from the  University  of South Florida
Research  Foundation  ("USFRF")  terminating the exclusive license agreement for
non-payment  of minimum  royalties due among other items.  The Company  disputes
USFRF's position and plans to attempt to resolve the matter.  The ability of the
Company to continue as a going concern  depends on the successful  resolution of
the matter in the  Company's  favor.  Other than the write down of the exclusive
license for impairment,  the financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

Note 3--  Licensed Technology

     An exclusive  license to the Ebaf assay was acquired on July 8, 1998,  from
USFRF,  after  the  Company  paid  USFRF  $100,000  and  $5,000  to North  Shore
University  Hospital  Research  Foundation  ("North  Shore").  In addition,  the
Company paid $55,000 to UTEK  Corporation  for services  rendered in  connection
with  securing  the license  agreements.  On  September  23,  2002,  the Company
received a notice from USFRF  terminating  the exclusive  license  agreement for
non-payment of minimum  royalties due. The Company disputes USFRF's position and
plans to attempt to resolve the  matter.  Pursuant to the receipt of this letter
and  under the  guidelines  of SFAS No.  142,  "Goodwill  And  Other  Intangible
Assets", the Company determined that the licensed  technology,  the net value of
which amounted to $125,485 was impaired; and therefore, this remaining value was
written off at June 30, 2002.



                                       8
<PAGE>

Note 4--  Commitments and Contingencies

Future Royalty Obligations Under Exclusive License Agreement--Ebaf Assay

     On July 8, 1998, the Company  acquired the exclusive  license  agreement to
the Ebaf assay  technology  from  USFRF.  The  Company  agreed to pay to USFRF a
royalty of five percent  (5%) of revenue from the sale of products  based on the
licensed  technology  or  minimum  royalties  ranging  from  $75,000  in 2001 to
$150,000 per year  beginning in 2007. The royalty  obligation  will expire after
the longer of twenty (20) years or the  expiration  of the last to expire patent
that covers the  licensed  intellectual  property.  At September  30, 2002,  the
Company owed USFRF minimum royalties totaling  $175,000.  On September 23, 2002,
the  Company  received a notice from USFRF  terminating  the  exclusive  license
agreement  for  non-payment  of minimum  royalties  due among other  items.  The
Company disputes USFRF's position and plans to attempt to resolve the matter.

     The Company  also agreed to pay to North Shore a royalty  equal to one-half
percent  (0.5%) of revenue from the sale of such  products and ten percent (10%)
of any  consideration  received by the Company  from  granting  sublicenses.  No
minimum  royalty  payments are required  under the License  Agreement with North
Shore.

Obligations Under Exclusive License Agreement--Telomerase Assay

     On January 29, 2000, the Company acquired Cancer Diagnostics, Inc. ("CDI"),
as a wholly-owned subsidiary. CDI owned the exclusive license agreement with the
University of Maryland-Baltimore  ("UMB") for the Telomerase assay, a technology
for the early detection of lung cancer.  On September 25, 2001, Lexon received a
progress report from the UMB that stated,  "Although the preliminary  data using
an assay designed to measure  telomerase enzyme activity in plasma was extremely
encouraging;  we have been unable,  after exhaustive  trials, to replicate these
findings." Based on this information,  the Company is no longer pursuing for any
further development of the Telomerase Technology. As such, the Company wrote off
the unamortized portion of the assets relating to this technology which amounted
to  $97,502.  Liabilities  to UMB in  the  amount  of  $176,676,  which  consist
primarily of license fees,  will remain on the  Company's  balance sheet until a
final resolution with UMB is reached.  The Company has informed UMB that it does
not  intend  to pay the  $176,676.  The  License  Agreement  with  UMB has  been
terminated.

Swartz Investment Agreement

     Under the terms of an investment  agreement dated May 19, 2000, with Swartz
Private  Equity,  LLC the Company may be obligated to pay a non-usage  fee on an
equity line of credit  established with Swartz. The equity line was entered into
for the purpose of raising  capital  through a series of sales of Lexon's Common
Stock ("the Investment Banking  Agreement").  The dollar amount of each sale was
limited by the Company's Common Stock's trading volume,  and a minimum period of
time must elapse between each sale. The Company raised  approximately  $215,000,
but because the price and volume of Lexon's  common  stock were low, the Company
was unable to further  access the line of credit.  According  to the  Investment
Banking  Agreement,  Lexon  may be  liable  to pay a  non-usage  fee of at least
$100,000.  The Company contends that the price/volume  conditions related to the
equity line actually  prevented the Company from  fulfilling  its obligation and
that the  non-usage  fee is  thereby  void as a matter  of law.  The  Investment
Banking  Agreement  also  contains an early  termination  clause,  however,  the
Company  may be  required  to pay a $200,000  fee if it  provides  Swartz with a
notice of termination.

DOCRO Services Agreement

     On June  21,  2000  and  August  2,  2000,  the  Company  entered  into two
consulting  agreements with Diagnostic Oncology CRO, Inc.  ("DOCRO"),  a company
engaged  in  providing  technology  assessment,   technology  development,   and
laboratory and clinical trial services to medical device developers,  to conduct
a technology  assessment and development program for Lexon's Ebaf and Telomerase
tumor marker technologies, respectively. For these services, Lexon agreed to pay
DOCRO   $1,495,000  and  $1,858,900,   respectively,   payable  in  stages  upon
achievement by DOCRO of specific  milestones in the  operation.  As of September
25, 2001,  the Company is no longer  pursuing  the  Telomerase  technology.  See
discussion  above for information  regarding the basis for this decision and its
related accounting treatment. Management is currently negotiating with DOCRO for
a mutual  release  from its  August 2,  2000,  consulting  agreement  related to
Telomerase.



                                       9
<PAGE>

     On June 6, 2002,  the Company  received a letter from DOCRO  outlining what
DOCRO considered as due from Lexon under the terms of the Agreements.  According
to the  analysis,  DOCRO  believes  that the Company owes them $922,500 for Ebaf
assay  development  activities  and $550,000 for  Telomerase  assay  development
activities.  In  addition,  DOCRO  believes  the Company  owes them  $427,227 in
accrued interest.  The Company disputes these amounts. The Company and DOCRO are
attempting to resolve the dispute; however, there is no assurance that it can be
resolved without litigation.

Payments Due Pursuant to Amended Employment Agreements

     As of September 30, 2002,  the Company owed its officer and its employees a
total of $600,000 pursuant to the amended employment agreements described below.
There is no assurance that the Company's officer and its employees will continue
to serve without being paid.  The loss of the services of the Company's  officer
and  its  employees  could  have a  material  adverse  affect  on the  Company's
continued operations.

Employment Agreements

     On January 3, 2001, the Company entered into written employment  agreements
with Lexon's  sole officer and  director,  and certain  employees.  The terms of
their respective  employment  agreements are the same, except that the agreement
for Lexon's  sole  officer and  director  states he will not compete with Lexon,
Inc. for one-year after he resigns voluntarily or is terminated for cause. If he
is  terminated  without  cause or if he resigns  because a change of control has
occurred,  then the non-compete  clause of his employment  agreement will not be
applicable.

     The term of each  employment  agreement is for one year,  ending January 3,
2002, with an automatic and continuous renewal for consecutive two year periods.
Each  agreement can be terminated  either by the Company or by the employee upon
30 days'  written  notice.  Each  agreement  provides for an annual salary of at
least  $100,000  with an  annual  salary  increase  equal  to no less  than  the
percentage  increase in the Consumer  Price Index  during the previous  calendar
year. Each employee's salary will be accrued by the Company and paid in whole or
in part as cash is available.  If an employee  resigns or is terminated  for any
reason,  his or her accrued and unpaid  salary plus  severance  pay ranging from
three (3) months to twenty-four (24) months,  depending on the  circumstances of
his or her  departure,  will be due  and  payable  within  30 days of his or her
resignation  or  termination.  Under  each  employment  agreement,  the  Company
provides certain fringe benefits,  including,  but not limited to, participation
in pension plans,  profit-sharing  plans,  employee stock ownership plans, stock
appreciation rights,  hospitalization and health insurance,  disability and life
insurance,  paid  vacation  and sick leave.  Lexon,  Inc.  will  reimburse  each
employee for any reasonable and necessary  business  expenses,  including travel
and  entertainment  expenses  that are necessary to carry out his or her duties.
Each employee has the right to participate in other  businesses as long as those
businesses do not compete with Lexon,  Inc. and so long as the employee  devotes
the necessary  working time,  as  determined in his or her sole  discretion,  to
Lexon's  business  activities.  The Company will indemnify each employee for all
legal  expenses and  liabilities  incurred  with any  proceeding  involving  the
employee by reason of his or her being an officer,  director,  employee or agent
of the Company.  The Company will pay  reasonable  attorney fees and expenses as
incurred in the event that, in the employee's sole judgment,  he or she needs to
retain counsel or otherwise  expend  personal  funds for his or her defense.  If
there is a change in control, each employee has the right to resign. A change in
control is defined as a change in the  majority of  Directors  within any twelve
month  period  without 2/3  approval of the shares  outstanding  and entitled to
vote,  or a merger  where less than 50 percent of the  outstanding  common stock
survives  and a  majority  of the  Board of  Directors  remains,  or the sale of
substantially  all of the  Company's  assets,  or if any  other  person or group
acquires more than 50 percent of the voting capital.

Consulting Agreement with Houlihan Smith

     On August 30, 2001,  the Company  signed an agreement with Houlihan Smith &
Company, Inc ("Houlihan").  Under this agreement, Houlihan agreed to provide the
Company with consulting  services  including,  but not limited to, reviewing the
business,  operations  and  assets of the  Company,  assisting  the  Company  in
preparing a private  placement  offering  memorandum,  and contacting  potential
financing  sources  on behalf  of the  Company.  For the  services,  Lexon  paid
Houlihan a retainer  fee in the amount of $50,000 and agreed to pay  transaction
fees of 8% of any equity  financing raised and warrants to purchase common stock
of the Company equal to 10% of the fully-diluted new shares that are represented
by the  financing.  The efforts of Houlihan to secure  equity  financing for the
Company were not successful and on July 26, 2002,  the Company  received  notice
from Houlihan that the agreement was terminated.



                                       10
<PAGE>

Consulting Agreement with Inventor of Ebaf Assay Technology

     In connection  with  departure from North Shore of the inventor of the Ebaf
assay  technology,  the  Company  signed  a  consulting  agreement  with  him on
September 1, 2001 to continue the research he began at North Shore. The research
included  determining  the  extent  that ebaf is  present  in colon and  ovarian
carcinomas and assessing the extent of correlation between the amount of ebaf in
the body fluids and the degree of  differentiation,  the extent of invasion  and
the stage of colon and ovarian carcinomas.  The contract was on a month-to-month
basis  with  consulting  fees  valued at  $16,667  per  month.  These  fees were
classified  as R&D  costs  and were  expensed  as  incurred.  When the  inventor
accepted  his new position  with Stony Brook on February 1, 2002 the  consulting
agreement  with him ended.  At September 30, 2002, the Company owed the inventor
$49,999 in accrued  consulting fees, for which he has made a demand for payment.
The Company does not have sufficient funds to pay this obligation.

Research Agreement with Stony Brook

     On December 5, 2001, the Company  signed a funding  agreement with Research
Foundation of SUNY Stony Brook ("Stony Brook").  Pursuant to this agreement, the
Company  agreed  to fund  the  employment  of the  inventor  of the  Ebaf  assay
technology  through  September  1, 2005.  The  Company's  obligation  under this
agreement  includes a yearly  salary of $200,000  for the inventor to be paid in
semi-annual installments.  Additionally,  the company is required to pay $59,000
annually in semi-annual  installments for fringe benefits for the inventor.  The
inventor  began his  employment at Stony Brook on February 1, 2002. As such, the
Company recorded a $259,000  obligation to Stony Brook related to his employment
in accordance  with the agreement.  Because the Company does not have sufficient
funds to pay the obligation due, it is in default under the terms of the funding
agreement.

     On September 26, 2002,  the Company  received  notice from Stony Brook that
they were withdrawing from the agreement. Pursuant to the agreement, the Company
has  180  days  to pay  its  outstanding  obligation  or the  agreement  will be
terminated. The Company is attempting to resolve this matter.

Statutory Rights of the National Institutes of Health ("NIH")

     The Patent & Trademark Act (Public Law 96-517), also known as the Bayh-Dole
Act created a uniform  patent policy among Federal  agencies that fund research.
Bayh-Dole  enables small  businesses  and  non-profit  organizations,  including
universities, to retain title to materials and products they invent with Federal
funding.  In return, the U.S. government retains a nonexclusive right to make or
use the invention for government purposes. The inventor's research was funded in
part with grants from the National  Institutes of Health. If the U.S. government
decided to make or use the invention for government purposes,  then it would not
be obligated to pay license fees or royalties.  In addition, the U.S. government
is protected from lawsuits and infringement claims.

Foreign Patent Protection

     The  U.S.  patent  covering  the Ebaf  Assay  does not  extend  to  foreign
countries and the Company does not presently have any foreign patent  protection
for its product.

Note 5--  Related Party Transactions

     The Company  leases  approximately  4,200 square feet of commercial  office
space from a related party on a  month-to-month  basis. The monthly rent for the
office space is $6,300, of which the Company's share is approximately $1,600 per
month.  The office space is shared with other companies in which Lexon's officer
and its  employees may be officers,  directors,  employees or  shareholders.  In
addition to office space, Lexon shares staff and other  administrative  expenses
with these other companies. From time to time, Lexon and the other companies may
borrow from and/or make cash  advances to each other for the payment of rent and
administrative  expenses. As of September 30, 2002, Lexon's payable to the other
companies was $173,857 in total.



                                       11
<PAGE>

Note 6-  Stock Options

     A summary of the  status of the  Company's  stock  options  outstanding  at
September 30, 2002, is presented below.  The were no options granted,  exercised
or forfeited during the nine months ended September 30, 2002:

                                                   September 30, 2002
                                            ---------------------------------
                                                            Weighted Average
                                                  Shares      Exercise Price

                                            ------------- -------------------
  Non-employees
  Outstanding, December 31, 2001              1,866,062                $1.44
  Granted or Vested                                  --                   --
  Exercised                                          --                   --
  Forfeited                                          --                    --
                                            ------------- -------------------
  Outstanding, September 30, 2002             1,866,062                 $1.44
                                            ------------- -------------------
  Exercisable, September 30, 2002             1,866,062                 $1.44
                                            ------------- -------------------
  Weighted average fair value
     of options granted                             $--
                                            -------------

     The  following  table  summarizes  information  about fixed  stock  options
outstanding at September 30, 2002:

<TABLE>
<CAPTION>

<S>                     <C>            <C>            <C>         <C>             <C>

                                  Options Outstanding                  Options Exercisable
                       ------------------------------------------ ------------------------------
                                           Weighted
                                            Average     Weighted
                              Number      Remaining      Average         Number        Weighted
Range of exercise        Outstanding    Contractual     Exercise    Exercisable         Average
prices                   at 09/30/02           Life        Price    at 09/30/02  Exercise Price
---------------------- -------------- -------------- ------------ -------------- ---------------

Non-employees
$0.4818-$2.062            1,866,062      4.46 years       $1.44      1,866,062           $1.44


</TABLE>

Note 7--  Income Taxes

The components of deferred income tax are as follows:

                                                     Inception
                                           (December 16, 1997)
                                         to September 30, 2002
                                        -----------------------
       Net operating loss                          $1,087,374
       Stock-based compensation                       562,892
       Valuation allowance                         (1,650,266)
                                        -----------------------

       Net deferred tax asset                         $   ---
                                        -----------------------

     From  inception to September 30, 2002,  the Company had a net operating tax
loss carryforward of approximately  $3,198,159,  which begins to expire in 2013,
and temporary  differences related to stock-based  compensation of approximately
$562,892.  A valuation  allowance fully offsets the benefit of the net operating
loss,  since the Company does not meet the "more  probable than not" criteria of
SFAS 109.



                                       12
<PAGE>


Note 8--  Earnings per Share


Basic and Diluted EPS Computation:         September 30, 2002 September 30, 2001
                                           ------------------ ------------------
Net loss applicable to Common Stockholders         $(764,937)        $(762,173)
                                           ------------------ ------------------
Weighted average shares outstanding              17,282,735         12,867,072
                                           ------------------ ------------------
Basic and Diluted EPS                              $  (0.04)          $  (0.06)
                                           ------------------ ------------------

     For the nine months  ended  September  30, 2002 and 2001,  all options were
excluded from the EPS calculation, as their effect was anti-dilutive.

Note 9--  Legal Proceedings

     On January 25, 2002, the Company,  along with other plaintiffs,  filed suit
against the Company's former corporate counsel. The petition charges that former
counsel  took  various  actions,   which  were  against  the  interests  of  the
plaintiffs,  committed a beach of fiduciary  duty, and committed a breach of his
duty  to  exercise  reasonable  care,  skill  and  diligence  on  behalf  of the
Plaintiffs, which constitutes negligence. The Company is seeking actual punitive
and  compensatory  damages in excess of $10,000  each.  On March 25,  2002,  the
defendant  filed a  counterclaim  against the  Company and the other  plaintiffs
alleging,  among other  things,  breach of  contract,  conversion  and breach of
fiduciary duty.  Defendant is seeking actual,  exemplary and punitive damages in
excess of  $10,000  each plus cost of  litigation.  The  Company  believes  that
defendant's claims are without merit and intends to vigorously defend itself.



                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     The following  discussion  should be read in conjunction with our financial
statements and the notes thereto  included  elsewhere in this Form 10-QSB.  This
Form  10-QSB  contains  forward-looking   statements  regarding  the  plans  and
objectives of management for future  operations.  This  information  may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual  results,  performance or  achievements  to be materially  different from
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.  These
forward-looking  statements are based on assumptions that may be incorrect,  and
we cannot assure you that these  projections  included in these  forward-looking
statements  will come to pass. Our actual results could differ  materially  from
those  expressed  or implied by the  forward-looking  statements  as a result of
various factors.

(i) Cash Requirements

     As of September  30, 2002,  the Company had no cash and owed  approximately
$1,800,000  in  liabilities.  There is  substantial  doubt  as to the  Company's
ability to continue  operations.  The  Company's  efforts to secure  funding for
research and development and its efforts to engage development partners have not
been  successful  thus far. The Company must complete  financing  initiatives in
2002 to generate the liquidity necessary to continue its operations.  Due to the
current economic  conditions,  the Company may not be able to secure  additional
financing on terms it deems acceptable.  If the Company obtains additional funds
by  selling  any of its  equity  securities,  the  percentage  ownership  of our
stockholders will be reduced,  stockholders may experience substantial dilution,
or the equity  securities may have rights,  preferences or privileges  senior to
the  common  stock.  If  adequate  funds are not  available  to the  Company  on
satisfactory  terms,  the Company's  may be required to cease its  activities or
otherwise  modify its business  strategy.  Because of these  uncertainties,  the
auditors  have  expressed  substantial  doubt  about the  Company's  ability  to
continue as a going concern.

     On September 23, 2002, the Company  received a notice of  termination  from
the  University of South Florida  Research  Foundation  ("USFRF") of the license
agreement  for  non-payment  of  $175,000 of minimum  royalties  due among other
items. The Company disputes USFRF's position and plans to attempt to resolve the
matter.

     Management  estimates  that the Company  must raise  additional  capital to
continue its operations.  There is no assurance that the additional capital will
be  available  to the  Company on  acceptable  terms or at all.  Any  additional
capital may involve  substantial  dilution to the interests of Lexon's  existing
shareholders.  The Company  presently  has no investment  banking  agreements in
place or sources of funding available,  therefore, the likelihood of the Company
being able to raise the funds it needs is doubtful.

(ii) Product Development and Research Plan for the Next Twelve Months

     Product research and development activities have stopped pending payment by
the Company of the  researchers.  There is no assurance that the Company will be
able to raise  the  capital  it  needs to  continue  operating  or that  product
development activities can resume.

(iii) Expected Purchase or Sale of Plant and Significant Equipment

     None.



                                       14
<PAGE>


(iv) Expected Significant changes in number of employees.

     As of September 30, 2002, the Company owed $600,000  pursuant to employment
agreements,  of which  $200,000 was accrued during the six months ended June 30,
2002,  and $400,000  was accrued  during the year ended  December  31, 2001.  No
accrual was made during the three months ended  September 30, 2002.  The Company
has breached the material terms of the agreements and there is no assurance that
the officer and employees  subject to such agreements will continue to serve the
Company without being paid.

Item 3.  Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as such term is defined in Rules  13a-14(c) and 15d-14(c)  under the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act")) as of a date within 90
days  prior  to the  filing  date  of  this  quarterly  report.  Based  on  such
evaluation,  such officers have concluded that the Company's disclosure controls
and  procedures  are  effective  in alerting  them on a timely basis to material
information  relating to the Company  (including its consolidated  subsidiaries)
required to be included in the  Company's  periodic  filings  under the Exchange
Act.  There  have not been any  significant  changes in the  Company's  internal
controls or in other  factors  that could  significantly  affect  such  controls
subsequent to the date of this evaluation.


                           PART II--OTHER INFORMATION


Item 1.  Legal proceedings

     Incorporated  herein by  reference to Note 8  "Litigation"  of the Notes to
Financial Statements included herein as Part I- Financial Information.

Item 2.  Changes in Securities and Use of Proceeds

         NONE

Item 3.  Defaults Upon Senior Securities

         NONE

Item 4.  Submission of Matters to a Vote of Security Holders

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         Exhibits.

99.1     Certification pursuant to Section 902 of the Sarbanes-Oxley Act of 2002


         Reports on Form 8-K

         NONE



                                       15
<PAGE>

                                   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.


                                  LEXON, INC.


                                  /s/ Gifford M. Mabie
                                  ----------------------------------
                                  Gifford M. Mabie
                                  President

Date: November 15, 2002



                                       16
<PAGE>


I, Gifford M. Mabie., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Lexon, Inc.;

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

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

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant and have:

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

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

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. I have  indicated  in  this  quarterly  report  whether  or  not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.





Date: November 15, 2002



                                   /s/ Gifford M. Mabie
                                   -------------------------------
                                   Gifford M. Mabie
                                   CEO and CFO



                                       17