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 March 31, 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                          (IRS Employer I.D. No.)
 of incorporation or organization)


                        8908 South Yale Avenue, Suite 409
                           Tulsa, Oklahoma 74137-3545
                    (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 April 30, 2002.



                                       1
<PAGE>



                          PART 1--FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

<S>                                                                                                     <C>

Balance Sheet at March 31, 2002 (Unaudited).........................................................     3

Statements of Operations For The Period From Inception (December 16, 1997) To March 31, 2002 And For
The Three Months Ended March 31, 2002 and 2001 (Unaudited)..........................................     4

Statements of Cash Flows For The Period From Inception (December 16, 1997) to March 31, 2002 And For
The Three Months Ended March 31, 2002 and 2001 (Unaudited)..........................................     5

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

</TABLE>



                                       2
<PAGE>

                                   Lexon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                           March 31, 2002 (Unaudited)




                                ASSETS
Current assets
Cash                                                               $443
                                                             ----------
   Total current assets                                             443
                                                             ----------
Licensed technology, net                                        125,485
                                                             ----------
TOTAL ASSETS                                                   $125,928
                                                             ==========

                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                        $65,977
Accrued salaries payable                                        500,000
Payable to DOCRO                                                350,000
Payable to Stony Brook                                          129,500
Payable to University of Maryland                               176,676
Payable to University of South Florida Research Facility        175,000
Related party payables                                          155,173
                                                             ----------
   Total current liabilities                                  1,552,326
                                                             ----------
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                                        (750,000)
Paid in capital                                               8,916,120
Deficit accumulated during the development stage             (9,609,801)
                                                             ----------
                                                             (1,426,398)
                                                             ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $125,928
                                                             ==========


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




                                       3
<PAGE>


                                   Lexon, Inc.
                          (A Development Stage Company)

                            Statements of Operations
          From Inception (December 16, 1997) Through March 31, 2002 and
         For the Three Months Ended March 31, 2002 and 2001 (Unaudited)

<TABLE>
<CAPTION>

                                       From inception
                                        (December 16,               Three Months Ended
                                        1997) through       -----------------------------------
                                       March 31, 2002       March 31, 2002       March 31, 2001
                                       --------------       --------------       --------------
<S>                                    <C>                  <C>                  <C>
Revenue                                           $ -                  $ -                  $ -

Expenses
Research and development                    1,593,898                2,368               55,124
General and administrative                  7,602,060              376,191              173,120
                                       --------------       --------------       --------------
   Total operating expenses                 9,195,958              378,559              228,244
                                       --------------       --------------       --------------
Operating loss                             (9,195,958)            (378,559)            (228,244)

Interest expense                              413,843                  141                3,541
                                       --------------       --------------       --------------
Net loss                                 $ (9,609,801)          $ (378,700)          $ (231,785)
                                       --------------       --------------       --------------
Weighted average shares outstanding         8,688,606           17,282,735           10,697,668
                                       --------------       --------------       --------------
Loss per share                                $ (1.11)             $ (0.02)             $ (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 March 31, 2002 and
         For the Three Months Ended March 31, 2002 and 2001 (Unaudited)



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

                                                                   From inception
                                                                    (December 16,             Three Months Ended
                                                                    1997) through     ---------------------------------
                                                                   March 31, 2002     March 31, 2002     March 31, 2001
                                                                   --------------     --------------     --------------
Operating activities
Net loss                                                             $ (9,609,801)        $ (378,700)        $ (231,785)
Plus non-cash charges to earnings:
   Amortization of license and sponsored research agreements              671,304              2,368             34,801
   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                  -            100,000
   Value of stock issued for services                                   3,430,836                  -                  -
Change in working capital accounts:                                             -
   Decrease (increase) in prepaid expenses                                      -              9,375             (1,563)
   Increase in other receivables                                                -                  -               (681)
   Increase (decrease) in accounts payable and acccrued liabilities        65,977             26,527              7,532
   Increase in accrued salaries                                           500,000            100,000                  -
   Increase (decrease) in interest payable                                  8,080                  -              3,540
   Increase in payable to Stony Brook                                     129,500            129,500                  -
   Increase in payable to Univ. of Maryland                                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                                -                  -                  -
                                                                   --------------     --------------     --------------
      Total operating activities                                       (1,459,922)           (10,930)           (88,156)
                                                                   --------------     --------------     --------------
Financing activities
Loans from related parties                                                696,564              9,299                  -
Repayment of loans from related parties                                  (541,391)                 -            (11,568)
Sale of common stock for cash:
   To founders                                                              5,000                  -                  -
   To third-party investors                                             1,795,727                  -            100,000
   Payment of issue costs                                                (174,598)                 -                  -
   To employees upon exercise of employee stock options                   320,313                  -                  -
                                                                   --------------     --------------     --------------
      Total financing activities                                        2,101,615              9,299             88,432
                                                                   --------------     --------------     --------------
Investing activities
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)                 -                  -
                                                                   --------------     --------------     --------------
Change in cash                                                                443             (1,631)               276
Cash at beginning of period                                                     -              2,074                820
                                                                   --------------     --------------     --------------
Cash at end of period                                                       $ 443              $ 443            $ 1,096
                                                                   ==============     ==============     ==============

Supplemental disclosure of cash flow information:
   Cash paid for interest during the period                              $ 21,389                $ -            $ 8,081

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 issud as payment of liabilities
   incurred in CDI transactions                                            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
          From Inception (December 16, 1997) through March 31, 2002 and
               For the Three Months Ended March 31, 2002 and 2001


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
Lexon, Inc. ("Lexon" or "the Company") owns 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. Development of
the blood test, known as the Ebaf Assay, has not yet been completed.

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.  On January 3, 2001, the Company  entered
into  written  employment  agreements  with its sole officer and  director,  and
certain  employees.  These  agreements  designate  specific  salaries  for those
individuals   and  require  that  the  salaries  be  paid  in  24   semi-monthly
installments. At March 31, 2002 the accrued liability for the accumulated salary
obligations was $500,000,  which  consisted of $400,000  accrued during 2001 and
$100,000 accrued during the first quarter of 2002. For the period from inception
(December  16,  1997) to March 31, 2002,  the value of the services  rendered by
Lexon's sole officer and director and its other employees was $1,611,479.

Fair Market Value of Stock Issued for Services
The fair market value of stock issued as payment for services is equal to the
closing price of the Company's Common Stock on the date shares are granted or on
the date agreements for services are signed. On November 4, 1998, the Company's
Common Stock began trading on the OTC Bulletin Board under the symbol "LXXN".
Prior to trading, the Board of Directors determined the fair market value of
stock issued as payment for services.

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
The Company amortized the $311,250 paid pursuant to the Sponsored Research
Agreement for the Ebaf assay over two years, ending in May 2001, which was the
life of the service agreement. Any other costs relating to the development of
the Ebaf Assay are expensed as incurred. Compensation cost associated with stock
options granted to Dr. Tabibzadeh, the inventor of the Ebaf Assay, were recorded
by the Company as R&D expense. As of September 25, 2001, the Company is no
longer pursuing development of the Telomerase Technology. See Note 6 for
information regarding the basis for this decision and its related accounting
treatment.

New Accounting Standards
The Company adopted Statement of Financial Accounting Standard ("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 did have definite lives and therefore would continue to be amortized over
their original lives (see Note 3).

SFAS No. 143 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.



                                       7
<PAGE>


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.

Note 2--  Gentest Merger

On May 11, 1998, the Company entered into an Agreement and Plan of Merger with
Gentest, Inc., a Florida corporation, whereby the Company issued 1,000,000
shares of its Common Stock for all the issued and outstanding Common Stock of
Gentest, Inc. Gentest was formed in March 1998 for the purpose of securing the
License Agreement and Sponsored Research Agreement related to the Ebaf Assay.
Under the terms of the Agreement and Plan of Merger, the Company issued to UTEK
Corporation ("UTEK"), the sole shareholder of Gentest, 1,000,000 shares of
Common Stock of Lexon. Gentest ceased to exist by reason of the merger, and the
assets and liabilities of Gentest, including those rights and obligations
associated with the exclusive License Agreement and the Sponsored Research
Agreement, became assets and liabilities of Lexon. The obligations of Gentest
were to pay $105,000 for the exclusive license, $311,250 to develop the test kit
and $55,000 for services rendered in connection with securing the agreements.
Lexon paid the obligations in full on July 8, 1998. The Gentest merger was
accounted for as a purchase. The purchase price of $1,000 was based on the
number of shares issued at par value of $0.001 per share.

Par value per share was used to value the purchase because all previous share
issuances, consisting solely of issuances to founders, were based on par value,
and there was no public market for the Company's stock. Gentest had only
recently been formed for the purpose of entering into the License and Sponsored
Research Agreements. The value assigned to the License and Sponsored Research
Agreements and the related obligations, were therefore based on Gentest's cost.
Since Gentest had no prior operations, no pro forma financial information is
presented.

The Gentest assets acquired and liabilities assumed are summarized as follows:

  License Agreements                              $161,000
  Sponsored Research Agreement                     311,250
                                            ----------------

  Total Cost of Assets Acquired                    472,250

  Obligations Assumed                             (471,250)
                                            ----------------

  Purchase Cost                                    $ 1,000
                                            ================

Note 3--  Exclusive License--Ebaf Assay

On July 8, 1998, the Company paid $100,000 to the University of South Florida
Research Foundation ("USFRF") and $5,000 to North Shore University Hospital
Research Foundation ("North Shore") for the exclusive worldwide license to
develop and market the Ebaf Assay test kits. In addition, the Company paid
$55,000 to UTEK for services rendered in connection with securing the license
agreements. The exclusive license is being amortized over 17 years using the
straight-line method. At March 31, 2002, the amount of accumulated amortization
related to the Exclusive License was $35,515.




                                       8
<PAGE>


Note 4--  Sponsored Research Contract--Ebaf Assay

On July 8, 1998, the Company paid $311,250 to North Shore under the terms of a
Sponsored Research Agreement to develop the cancer screening test kits. The
contract specified a 24-month development period with costs not to exceed
$311,250. The Sponsored Research Agreement was amortized over 2 years using the
straight-line method, with amortization costs recorded as research and
development expenses. At March 31, 2002, the asset was fully amortized (see
"Agreements with North Shore" in Note 8).

Note 5-- Purchase of Cancer Diagnostics, Inc.

On January 29, 2000, Lexon purchased 100% of the Common Stock of Cancer
Diagnostics, Inc., a Florida corporation, for $200,000. The Company paid $50,000
in cash and gave UTEK Corporation, the sole shareholder of CDI, a promissory
note for $150,000. The Company paid $120,000 in cash towards the promissory note
and on March 27, 2001, the Company issued UTEK 236,000 shares of Lexon common
stock as payment in full of the $30,000 remaining principal plus $8,080 in
accrued interest. The value of the shares issued to UTEK was based upon the
quoted market price of Lexon's common stock on the March 26, 2001, the date UTEK
agreed to accept the shares, less a 50% discount for the issuance of restricted
shares. UTEK Corporation was a beneficial owner of Lexon common stock at the
time of the CDI purchase.

CDI owned the exclusive worldwide license to the Telomerase Assay, a
patent-pending blood test for lung cancer that was being developed at the
University of Maryland, Baltimore ("UMB"). As of September 25, 2001, the Company
is no longer pursuing development of the Telomerase Technology. See Note 6 for
information regarding the basis for this decision and its related accounting
treatment.

Note 6--  Discontinuation of Telomerase Assay Development

On September 25, 2001, Lexon received a progress report from the University of
Maryland ("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 has
written 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 will
remain on the Company's balance sheet until final resolution with UMB is
reached. The Company is currently negotiating a release from its consulting
agreement relating to the telomerase asset with Diagnostic Oncology CRO, Inc.
entered into in August of 2000 (see Note 8).

Note 7--  Related Party Payables

The Company's officers,  directors and employees are officers,  directors and/or
employees of other companies.  The Company shares staff,  office space and other
administrative expenses with these other companies and from time to time borrows
from and makes cash  advances to the other  companies.  At March 31,  2002,  the
Company had recorded payables of $153,936 to the related  companies  included in
related party payable in the accompanying  balance sheet. The existence of these
and transactions with the related companies could result in operating results or
financial position of the Company being significantly different from that if the
Company were autonomous.



                                       9
<PAGE>


Note 8--  Commitments and Contingencies

Future Royalty Obligations Under Exclusive License Agreement--Ebaf Assay
In connection with the exclusive license agreement, the Company agreed to pay to
USFRF a royalty equal to the greater of (a) five percent (5%) of revenue from
the sale of products based on the concept for the diagnosis of selected
adenocarcinomas and any additions, extensions and improvements thereto or as a
minimum (b) zero (0) dollars for the first twenty four (24) months; $75,000 at
the end of year three (3); $100,000 at the end of year four (4); $125,000 at the
end of year five (5); $150,000 at the end of year six (6) and for each
successive year thereafter during the term of the exclusive license agreement.
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. 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. At December 31, 2001, the Company had accrued
$75,000 as a liability related to the minimum royalty payments due to USFRF. The
Company is presently past due on its payment of the minimum royalty obligation
and is working to resolve this matter with USFRF. Under the terms of the
license, USFRF has the right to terminate the Company's license at any time for
non-payment of minimum royalties.

Future Royalty Obligations Under Exclusive License Agreement--Telomerase Assay
In exchange for the exclusive license agreement, CDI agreed to pay UMB various
royalties based on Net Sales of products sold using the Telomerase Assay
technology. Based on the information received from University of Maryland, the
Company is no longer pursuing development of the telomerase assay. On December
6, 2001, the Company received notice from UMB that unless certain requirements
were met, the License Agreement would be terminated in accordance with the
agreement. The Company responded in writing that it has no present intent to pay
any more money to UMB for a technology that does not work. The Company's
obligations to UMB in the amount of $176,676 are included in the financial
statements although Lexon is attempting to be released from them.

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. Dr. Tabibzadeh's research was funded
in part with grants from the National Institutes of Health. If the U.S.
government decided to make or use Dr. Tabibzadeh's 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.

Leases
The Company's executive office is leased from a third party under the terms of a
lease agreement that expires May 31, 2002. The office is shared with other
companies for which our officer and director and our employees may also be
officers, directors and/or employees. During the year ended December 31, 2001,
the Company recorded $7,942, for rent expense. The minimum annual lease payments
pursuant to the lease agreement and the Company's estimated share are scheduled
as follows:

  For the Period Ended   Minimum Annual Lease   Company's Estimated
           December 31               Payments                 Share
  ---------------------  ---------------------  --------------------
      2002                            $10,305                $2,061



                                       10
<PAGE>

Swartz Investment Agreement
The Company entered into an investment agreement on May 19, 2000, with Swartz
Private Equity, LLC to raise up to $30 million through a series of sales of
Lexon's Common Stock ("the Investment Banking Agreement"). The dollar amount of
each sale is limited by the Company's Common Stock's trading volume, and a
minimum period of time must elapse between each sale. Each sale will be to
Swartz. In turn, Swartz will either sell Lexon's stock in the open market, place
Lexon's stock through negotiated transactions with other investors, or hold
Lexon's stock in their own portfolio.

According to the Agreement, if Lexon has not put at least $1,000,000 of Common
Stock to Swartz during any six calendar month period following the effective
date of the Agreement, then Lexon shall pay a non-usage fee of $100,000 less 10%
of the aggregate put dollar amount put to Swartz during the period. The Company
contends that the price/volume conditions related to the stock puts actually
prevent the Company from fulfilling the $1,000,000 put obligation. The Company
and Swartz are attempting to resolve this issue without litigation.

Lexon may terminate its right to initiate puts or terminate the Investment
Banking Agreement at any time by providing Swartz with notice of such intention
to terminate; however, any such termination will not affect any other rights or
obligations Lexon has concerning the Investment Banking Agreement or any related
agreement. Should Lexon terminate the Investment Banking Agreement prior to
initiating puts in the amount of $2,000,000 during the 36 month period of the
Investment Banking Agreement, the Company may be required to pay a Non-Usage fee
of a maximum of $200,000.

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. 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 December 31, 2001, the Company has
recorded a payable to DOCRO under the agreements of $350,000. As of September
25, 2001, the Company is no longer pursue the Telomerase Technology. See Note 6
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.

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



                                       11
<PAGE>


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 Dr. Siamak Tabibzadeh
In connection with the Dr. Tabibzadeh's departure from North Shore, Lexon signed
a consulting agreement with Dr. Tabibzadeh on September 1, 2001. Under this
agreement Dr. Tabibzadeh continues the research he began at North Shore. This
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 is on a month-to-month
basis with consulting fees valued at $16,666.66 per month. These fees are
expensed as incurred. At March 31, 2002, the Company owed Dr. Tabibzadeh $49,999
in accrued consulting fees. Dr. Tabibzadeh has made demand for payments due
under the consulting agreement. Dr. Tabibzadeh accepted his new position with
Stony Brook on February 1, 2002. Accordingly, this agreement was terminated as
of that date.

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 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.

Research Agreement with Stony Brook
On  December 5, 2001,  the  Company  signed a funding  agreement  with  Research
Foundation of SUNY Stony Brook ("Stony Brook"). The agreement became effect upon
the first receipt of funds by Stony Brook. Pursuant to this agreement, we agreed
to fund the employment of Dr. Siamak Tabibzadeh through September 1, 2005. Under
this agreement,  Dr.  Tabibzadeh will continue his research  related to the Ebaf
Assay  Technology.  The Company's  obligation  under this  agreement  includes a
yearly  salary  for  Dr.  Tabibzadeh  of  $200,000  to be  paid  in  semi-annual
installments.  Additionally,  the company is required to pay $59,000 annually in
semi-annual  installments for fringe benefits to be paid to Dr. Tabibzadeh.  Dr.
Tabibzadeh began his employment at Stony Brook on February 1, 2002. As such, the
Company   recorded  a  $129,500   obligation  to  Stony  Brook  related  to  Dr.
Tabibzadeh's employment in accordance with the agreement at March 31, 2002.

Note 9--  Common Stock and Paid in Capital

During the year ended December 31, 1998, the following Common Stock transactions
occurred:

o    Under the terms of an offering dated April 1, 1998, the Company sold
     5,000,000 shares of its Common Stock to the founders at par value for
     $5,000 cash.

o    On July 8, 1998, the Company issued 1,000,000 shares of its Common Stock in
     connection with the Gentest merger.




                                       12
<PAGE>

o    On May 18, 1998, Lexon commenced its Rule 504 private offering at $2.00 per
     share.  This price was  determined  by the Board of  Directors.  There were
     125,205 shares of Common Stock sold to  third-party  investors for $250,410
     in cash. The $2.00  offering was terminated on July 31, 1998,  when Lexon's
     15c211  application  was filed with the NASD.  The  Company's  Common Stock
     began trading on November 4, 1998, at $2.50 per share. On November 6, 1998,
     Lexon commenced a Rule 504 private offering at $3.00 per share, which price
     was  greater  than the  closing  price  of the  Company's  Common  Stock on
     November 6, 1998 (the date of the offering  memorandum).  There were 39,416
     shares of Common Stock sold to third-party  investors for $118,248 in cash.
     The Company incurred  expenses of $48,287 in connection with the offerings.
     On  January  18,  1999,  the  Company  terminated  the $3.00  offering  and
     commenced  an offering  at $1.50 per share,  which was equal to the closing
     price of the  Company's  Common Stock on January 19, 1999.  Although  there
     were no obligations to do so, the Board  determined  that the investors who
     paid cash in the $2.00 and $3.00 private  offerings should be treated as if
     they had  purchased  their  shares at $1.50  per  share.  Accordingly,  the
     Company  issued an  additional  81,151  shares to those  investors  (41,735
     shares to the $2.00  investors and 39,416  shares to the $3.00  investors).
     The issuance of the additional shares was treated as a capital transaction,
     with no effect on shareholders' equity.

o    During 1998, the Company issued 33,541 shares of its Common Stock at $2.00
     per share for services rendered in connection with the Offering. The $2.00
     per share value was determined by the Board of Directors based on the most
     recent offering price of $2.00 per share.

During the year ended December 31, 1999, the following Common Stock transactions
occurred:

o    The  Company  sold  385,700  shares  of its  Common  Stock to  third  party
     investors for $557,550 in cash.

o    The Company issued a total of 89,500 shares of Common Stock for services
     rendered by outside consultants. The shares were valued based on the
     closing price of the Company's Common Stock on the date the services were
     rendered or agreements were signed. Of the shares issued, 80,000 were
     issued at $2.50 per share to a consultant to develop and market an Internet
     web site and to prepare and distribute via e-mail a detailed profile report
     on the Company. An additional 7,500 shares were issued at $2.34 per share
     to a public relations specialist in connection with the Company's colon
     cancer awareness activities. The remaining 2,000 shares were issued at
     $4.875 per share for legal services.

o    The Company issued 55,000 shares of Common Stock to an employee who
     exercised stock options at $1.5625 per share. The Company received $85,938
     in cash. The exercise price was equal to the closing price of the Company's
     Common Stock on the date the options were granted.

During the year ended December 31, 2000, the following Common Stock transactions
occurred:

o    The Company issued 150,000 shares of its Common Stock pursuant to the
     exercise of employee stock options, for which the Company received $234,375
     in cash. The employees exercised their options at $1.5625 per share. The
     exercise price was equal to the closing price of the Company's Common Stock
     on the date the options were granted.

o    The Company issued a total of 293,222 shares of Common Stock for services
     rendered by outside consultants. The shares were valued based on the
     closing price of the Company's Common Stock on the date the services were
     rendered or agreements were signed. Of the shares issued, 190,000 were
     issued at $.9375 per share to consultants for services rendered in
     connection with accounting and legal services; 65,000 shares were issued at
     $.9375 per share for general business consulting services; and 22,222
     shares were issued at $1.125 per share to a consultant to develop and
     maintain an Internet web site for the Company.

o    The Company issued a total of 1,000,000 shares of Common Stock for services
     rendered by outside consultants. The shares were valued based on the
     closing price of the Company's Common Stock on the date the services were
     rendered or agreements were signed. Of the shares issued, 600,000 were
     issued at $.84 per share for general business consulting services, and
     400,000 shares were issued at $.84 per share pursuant to an investor
     relations agreement.




                                       13
<PAGE>


o    The  Company  sold  250,000  restricted  shares  of stock to a  third-party
     investor in conjunction with a consulting agreement signed on May 23, 2000.
     The purchase price for the shares was $.001 and the stock is restricted for
     a period of 10 months.  The $554,250  difference between the purchase price
     of the stock and the fair market value of the stock on the date of purchase
     was  recorded  as a  general  and  administrative  expense  on  the  income
     statement.

o    In connection with the issuance of stock for services, the Company recorded
     $1,895,237, $1,673,562 and $221,675, respectively, as G&A expense for the
     period from inception (December 16, 1997) through December 31, 2000, and
     for the years ended December 31, 2000 and 1999.

o    The Company placed 700,000 shares of stock in escrow for a third party
     investor pursuant to an investment banking agreement signed on May 19,
     2000. As of December 31, 2000, 260,160 and 52,365 shares had been purchased
     through puts. The sales prices for the shares was $0.75 and $.40
     respectively, which were the sales prices calculated using the formulas
     outlined in the Investment Banking Agreement. Total proceeds from sales of
     stock under the Investment Banking Agreement are $216,066.

During the year ended December 31, 2001, the following Common Stock transactions
occurred:

o    On February 23, 2001, the employees of Lexon exercised options to purchase
     3,000,000 shares of common stock at an exercise price of $0.25 per share.
     Each person gave the Company an unsecured promissory note. The total of
     these notes amounted to $750,000. The notes are due February 23, 2008, and
     accrue interest at a rate of 8% per year.

o    On January 9, 2001,  400,000  shares  were sold to three  accredited  third
     party investors under Rule 506 for $100,000 in cash.

o    On March 27, 2001, the Company issued 236,000 shares of its common stock as
     the final $30,000 payment on a $150,000 note payable and related accrued
     interest to UTEK Corporation (see Note 5). The stock was valued at the
     closing price on the date UTEK agreed to accept the shares, less a 50%
     discount for the issuance of restricted shares.

o    On April 3, 2001,  200,000 shares were sold to one  accredited  third party
     investor under Rule 506 for $50,000 in cash.

o    On April 30, 2001, we began Offering Units at a price of $0.25 per Unit.
     Each Unit consisted of one share of Common Stock and one Common Stock
     purchase warrant that expires on January 11, 2006. Pursuant to the terms of
     this Offering, we had the following transactions.

         During May 2001, we sold 100,000 Units and received $25,000 in cash.
         During June 2001, we sold 100,000 Units and received $25,000 in cash.
         During July 2001, we sold 120,000 Units and received $30,000 in cash.
         During August 2001, we sold 160,000 Units and received $40,000 in cash.
         During September 2001, we sold 84,000 Units and received $21,000 in
          cash.
         During October 2001, we sold 1,330,000 Units and received $133,000 in
          cash.

o    On August 6, 2001, the Company issued 2,000,000 shares of common stock to
     its sole officer and director and employees. This issuance was made in
     accordance with the employment agreements signed on January 3, 2001 (see
     Note 8).

o    On August 13, 2001, the Company issued 250,000 shares of its common stock
     to a consultant as payment for services valued at $62,500. The shares were
     valued using the closing price of its stock on the date the agreement was
     signed discounted by 40% due to a restriction on the stock. As such, the
     Company recorded the value of the shares at $37,500. This amount is being
     amortized over six months, which is the life of the agreement.




                                       14
<PAGE>

o    On December 6, 2001, the Company issued 100,000 shares of its common stock
     as payment for services rendered by Goodbody International in the amount of
     $18,000. The shares were valued at $0.18 per share, which was the closing
     price of Lexon's common stock on December 5, 2001 ($0.19) less a 5%
     discount due to the stock being restricted.

During  the three  months  ended  March 31,  2002,  there  were no common  stock
transactions.

Lexon is authorized to issue 45,000,000 Shares of Common Stock, par value $0.001
per share, of which 17,282,735 shares were outstanding as of March 31, 2002.
Lexon is also authorized to issue 5,000,000 Shares of Preferred Stock, par value
$0.001 per share, of which there are no shares presently outstanding. There is
no present intent to issue any Preferred Stock.

Voting Rights
Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders. Shares of Common Stock do not
have cumulative voting rights, which means that the holders of a majority of the
shareholder votes eligible to vote and voting for the election of the Board of
Directors can elect all members of the Board of Directors. Holders of a majority
of the issued and outstanding shares of Common Stock may take action by written
consent without a meeting.

Dividend Rights
Holders of record of shares of Common Stock are entitled to receive dividends
when and if declared by the Board of Directors. To date, Lexon has not paid cash
dividends on its Common Stock. Holders of Common Stock are entitled to receive
such dividends as may be declared and paid from time to time by the Board of
Directors out of funds legally available therefor. Lexon intends to retain any
earnings for the operation and expansion of its business and does not anticipate
paying cash dividends in the foreseeable future. Any future determination as to
the payment of cash dividends will depend upon future earnings, results of
operations, capital requirements, Lexon's financial condition and such other
factors as the Board of Directors may consider.

Liquidation Rights
Upon any liquidation, dissolution or winding up of Lexon, holders of shares of
Common Stock are entitled to receive pro rata all of the assets of Lexon
available for distribution to shareholders after liabilities are paid and
distributions are made to the holders of Lexon's Preferred Stock, if any.

Preemptive Rights
Holders of Common Stock do not have any preemptive rights to subscribe for or to
purchase any stock, obligations or other securities of Lexon.

Note 10  Stock Options

Employee Stock Options
On August 15, 1998, the Board of Directors and shareholders approved the
adoption of the Lexon Option Plan, pursuant to which 3,000,000 shares of Common
Stock were reserved. Stock options granted under the Plan expire ten years from
the date of grant.

On October 15, 1998, the Board granted 50,000 options to an officer at an
exercise price of $1.20 per share in connection with a loan made by the officer
to the Company. The Company recorded no compensation cost for the options
granted to the officer.

On March 4, 1999, the Board granted 1,692,500 options to purchase Common Stock
at an exercise price of $1.5625 per share to employees of the Company. The
exercise price was equal to the closing price of the Company's Common Stock on
the date of grant. No compensation cost was recorded.



                                       15
<PAGE>

On August 7, 2000, the Board granted 1,250,000 options to purchase Common Stock
at an exercise price of $.84 per share to employees of the Company. The exercise
price was equal to the closing price of the Company's Common Stock on the date
of grant. No compensation cost was recorded.

On January 2, 2001, the Board cancelled 2,487,500 options previously issued to
the Company's employees pursuant to the Lexon, Inc., 1998 Incentive Stock Option
Plan dated August 15, 1998.

On January 5, 2001, the Board granted 3,000,000 options to purchase Common Stock
at an exercise price of $.25 per share to employees of the Company. The exercise
price was equal to the closing price of the Company's Common Stock on the date
of grant. No compensation cost was recorded. All of these options were exercised
during the first quarter of 2001 (see Note 9).

SFAS 123 provides an alternative method of determining compensation cost for
employee stock options, which alternative method may be adopted at the option of
the Company. Had compensation cost for the options granted to employees been
determined consistent with SFAS 123, the Company's net loss would have been
increased and EPS would have been reduced to the following pro forma amounts:

                            From Inception    Three Months    Three Months
                                   Through           Ended           Ended
                            March 31, 2002  March 31, 2002  March 31, 2001
                            --------------  --------------  --------------
  Net loss:
       As reported            $(9,609,801)      $(378,700)      $(231,785)
       Pro forma              (10,056,201)       (378,700)       (678,185)

  Basic and diluted EPS:
       As reported              $   (1.11)        $ (0.02)      $   (0.02)
       Pro forma                    (1.16)          (0.02)          (0.06)

Compensation cost was based on an estimated fair value of $.24 per share, which
was calculated using the Black-Scholes option pricing model with the following
assumptions: exercise price of $.25 per share; stock price of $.25 per share;
risk-free interest rate of 6.0%; expected dividend yield of 0.0; expected life
of ten years; and estimated volatility of 126%.

Non-Employee Options
On October 15, 1998, the Board granted 300,000 options to a consultant at an
exercise price of $1.20 per share. In exchange for the options, the consultant
provided the Company financial and investment consulting services for a one-year
period. During 1998 the Company recorded $593,910 as a prepaid consulting
expense and an increase to paid in capital. The Company amortized the prepaid
expense over a 12-month period, which was the life of the agreement.
Amortization expense included in general and administrative expense was $494,925
in 1999 and $98,985 in 1998.

Also on October 15, 1998, the Board granted 50,000 options at an exercise price
of $1.20 per share to the inventor of the Ebaf screening process. The Company
recorded the compensation cost of $98,985 as research and development expense on
the date the options were granted.

On October 15, 1998, the Board also granted 180,000 options to a shareholder at
an exercise price of $1.20 per share in connection with a loan made by the
shareholder to the Company. The Company recorded compensation cost of $356,346
as interest expense on the date the options were granted.

Compensation cost for the October 15, 1998, options was based on an estimated
fair value of $1.98 per share, which was calculated using the Black-Scholes
option pricing model with the following assumptions: exercise price of $1.20 per
share; stock price of $2.00 per share; risk-free interest rate of 6.0%; expected
dividend yield of 0.0; expected life of ten years; and estimated volatility of
151%.




                                       16
<PAGE>


On November 1, 1998, the Company entered into an agreement with an investor
relations firm whereby the Board granted the firm options to purchase up to
1,000,000 shares of Common Stock over a two-year period. The options were
eligible to vest on a quarterly basis, subject to the achievement of certain
market conditions surrounding the Company's stock. If the vesting conditions are
not met, the options eligible for vesting are forfeited. Compensation cost will
be recorded for the options when and if they become vested. Only vested options
are exercisable. All vested options were exercisable until October 27, 2008. On
June 30, 1999, 70,000 options exercisable at $1.50 per share became vested. To
determine compensation cost, the 70,000 vested options were valued at $3.26 per
share based on the Black-Scholes option pricing model and the Company recorded
$228,200 as general and administrative expense. The following assumptions for
the Black-Scholes option pricing model were used: exercise price of $1.50 per
share, market price on vesting date of $3.375, risk- free interest rate of
5.87%, expected dividend yield of 0.0; expected life of ten years; and estimated
volatility of 117%. During the year ended December 31, 1999, 260,000 options at
exercise prices ranging from $1.20 to $2.00 per share were forfeited. During the
year ended December 31, 2000, the remaining 670,000 options at exercise prices
ranging from $2.50 to $3.00 per share were forfeited.

On March 4, 1999, the Board granted 250,000 options to purchase Common Stock at
an exercise price of $1.5625 per share to Dr. Tabibzadeh, inventor of the Ebaf
Assay screening process. The exercise price was equal to the closing price of
the Common Stock on the date of grant. The options were valued at $1.49 per
share based on the Black-Scholes option-pricing model, and the Company recorded
$372,500 as research and development expense. The following assumptions for the
Black-Scholes option pricing model were used: exercise price of $1.5625, market
price of $1.5265, risk- free interest rate of 5.87%, expected dividend yield of
0.0; expected life of ten years; and estimated volatility of 117%.

On March 28, 2000, the Board granted 484,809 warrants to purchase Common Stock
to Swartz Institutional Finance ("Swartz") pursuant to the Equity Line Letter of
Agreement signed on that day. 280,000 warrants have an exercise price of $2.062
per share. The exercise price was equal to the lowest closing price for 5
trading days prior to the date of execution of all Closing Documents on May 19,
2000. The warrants were valued at $1.575 per share based on the Black-Scholes
option pricing model, and the Company recorded $441,000 as a deferred cost of
capital, to be charged against the capital received from each put transaction
with Swartz. The following assumptions for the Black-Scholes option pricing
model were used: exercise price of $2.062, market price of $2.625, risk-free
interest rate of 8.00%, expected dividend yield of 0.0, expected life of one
year, and estimate volatility of 142%. Subsequent to signing the banking
agreement, Lexon filed an SB-2 registration statement registering additional
outstanding shares. An additional 204,809 warrants were issued to Swartz to
comply with the terms of the Investment Banking Agreement which states that
Swartz is entitled to own warrants equal to 10% of the total outstanding shares.
The warrants have an initial exercise price of $.68 per share. If the date of
exercise is more than six months after the date of issuance, the exercise price
shall be reset according to the terms outlined in the Warrant Agreement. The
warrants issued to Swartz were valued at $1.19 per share based on the S-8 filing
and a deferred cost of capital was recorded for $243,723. This amount is being
charged against the capital received from each put transaction with Swartz. At
December 31, 2001, $4,922 had been charged against paid in capital.

On May 23, 2000, the Board granted 500,000 warrants to purchase Common Stock at
an exercise price of $1.625 per share to Goodbody International, Inc. for
consulting services and guidance on any matters relating to investor relations,
financial relations, stock enhancement and public relations, financing, mergers,
acquisitions, contract negotiations and the possible sale of the Company. The
term of the agreement is three years and is being amortized using the
straight-line method. The exercise price was equal to the closing price of the
Common Stock on May 10, 2000. The warrants were valued at $2.0595 per share
based on the Black-Scholes option pricing model and the Company recorded
$114,422 as consulting expense and $915,328 as prepaid consulting expense. The
following assumptions for the Black-Scholes option pricing model were used:
exercise price of $1.625, market price of $2.218, risk-free interest rate of
8.00%, expected dividend yield of 0.0, expected life of five years, and
estimated volatility of 146%.

On September 29, 2000, the Board granted 26,016 warrants to purchase Common
Stock at an exercise price of $.825 per share to Swartz in conjunction with the
first put pursuant to the Investment Banking Agreement.

On November 3, 2000, the Board granted 5,237 warrants to purchase Common Stock
at an exercise price of $.4818 per share to Swartz in conjunction with the
second put pursuant to the Investment Banking Agreement



                                       17
<PAGE>

Due to the uncertainty surrounding the Company's ability to raise significant
amounts of capital, effective December 31, 2000, the costs associated with
issuing warrants to Swartz and Goodbody were charged to general and
administrative expenses

A summary of the status of the Company's stock options at March 31, 2002, and
changes during the three months then ended is presented below:

                                               March 31, 2002
                                      -----------------------------------
                                                        Weighted Average
                                                          Exercise Price
                                              Shares
                                      --------------- -------------------
 Non-employees
 Outstanding, December 31, 2001           1,866,062                $1.44
 Granted or Vested                               --                   --
 Exercised                                       --                   --
 Forfeited                                       --                    --
                                      --------------- -------------------
 Outstanding, March 31, 2002              1,866,062                 $1.44
                                      --------------- -------------------
 Exercisable, March 31, 2002              1,866,062                 $1.44
                                      --------------- -------------------
 Weighted average fair value
  of options granted                            $--
                                      ---------------

The following table summarizes information about fixed stock options outstanding
at March 31, 2002:
<TABLE>
<CAPTION>


                                  Options Outstanding                  Options Exercisable
                       ------------------------------------------ ------------------------------
<S>                      <C>            <C>           <C>          <C>           <C>
                                           Weighted
                                            Average     Weighted                       Weighted
                              Number      Remaining      Average         Number         Average
Range of exercise        Outstanding    Contractual     Exercise    Exercisable  Exercise Price
prices                   at 03/31/02           Life        Price    at 03/31/02
---------------------- -------------- -------------- ------------ -------------- ---------------

Non-employees
$0.4818-$2.062            1,866,062      4.71 years       $1.44      1,866,062           $1.44

</TABLE>

Note 11-- Income Taxes

The components of deferred income tax are as follows:

                                                     Inception
                                            (December 16, 1997)
                                             to March 31, 2002
                                        -----------------------
       Net operating loss                          $1,144,923
       Stock-based compensation                       562,892
       Valuation allowance                         (1,707,815)
                                        -----------------------
       Net deferred tax asset                         $   ---
                                        -----------------------

From inception to December 31, 2001, the Company had a net operating tax loss
carryforward of approximately $3,367,000, which begins to expire in 2013, and
temporary differences related to stock-based compensation of approximately
$563,000. 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
FASB 109.




                                       18
<PAGE>


Note 12-- Earnings per Share


Basic and Diluted EPS Computation:             March 31, 2002    March 31, 2001
                                            ----------------- -----------------
Net loss applicable to Common Stockholders         $(378,700)       $(231,785)
                                            ----------------- -----------------
Weighted average shares outstanding              17,282,735        10,697,668
                                            ----------------- -----------------
Basic and Diluted EPS                              $  (0.02)         $  (0.02)
                                            ----------------- -----------------

For the three months ended March 31, 2002 and 2001, all options were excluded
from the EPS calculation, as their effect was anti-dilutive.

Note 13-- Uncertainties

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
$378,700 for the three months ended March 31, 2002. Management intends to
provide the necessary development and operating capital through sales of its
Common Stock and increasing revenues by gaining FDA approval for the Ebaf Assay
test kit and marketing the test kit to laboratories, research institutions,
hospitals, clinics, doctors and other medical professionals throughout the
world. The ability of the Company to continue as a going concern during the next
year depends on the successful completion of the Company's efforts to raise
capital and gain FDA approval. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

The Company is currently negotiating the resolution of a dispute with Swartz
Private Equity, LLC over a $100,000 non-usage fee related to the Investment
Agreement dated May 19, 2000 (see Note 8). No legal action is pending or
threatened and both parties are working to resolve the matter.

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.



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<PAGE>

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this report, which are not historical facts are
forward-looking statements, including the information provided with respect to
future business opportunities, expected financing sources and related matters.
These forward-looking statements are based on current expectations, estimates,
assumptions and beliefs of management, and words such as "expects",
"anticipates", "intends", "believes", "estimates", and similar expressions are
intended to identify such forward-looking statements. Since this information is
based on current expectations that involve risks and uncertainties, actual
results could differ materially from those expressed in the forward-looking
statements. We assume no obligation to update any forward-looking statements or
reason why actual results might differ.

We have no operating history prior to December 16, 1997. We have no revenues
from the sale of products to date and have funded our activities through the
sale of our common stock and through loans by our shareholders. During the next
twelve months, we must raise approximately $3,000,000 to complete the
development of the Ebaf Assay and to gather the preclinical data for the FDA and
for working capital. If we are successful in raising the capital required, we
estimate that it will take approximately 10 months for DOCRO to complete the
development of the Ebaf Assay and to gather its preclinical data. It is our
understanding that preclinical data will be used to determine the extent of the
clinical trial. The clinical trial is necessary to obtain FDA approval. If the
preclinical data is acceptable to DOCRO and us, then we will meet with the FDA
to determine the extent of a clinical trial. We estimate that a clinical trial
for the Ebaf Assay will last approximately 8-12 months and will cost us $8-$10
million.

         (i) Cash Requirements

         During the next twelve months, we will require approximately
$3,000,000. Of this amount, $1,495,000 is required by our agreement with DOCRO
to develop the Ebaf Assay and to gather the preclinical data for the FDA,
$500,000 is our estimate of the cost for Dr. Tabibzadeh's continued scientific
investigation of ebaf for one year and $800,000 is our estimate of the operating
expenses of the Company for one year. There is no assurance that the $3,000,000
will be available to us on acceptable terms. Any additional capital may involve
substantial dilution to the interests of our existing shareholders.

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

         Ebaf Assay

         If we are successful in raising the $1,495,000 required, DOCRO will
complete the development of the Ebaf Assay and will then gather the preclinical
data for the FDA. We estimate the development and data gathering process will
take about 10 months. Our agreement with DOCRO states that DOCRO will assess the
current technical and clinical performance of the existing ebaf reagents as
provided by Dr. Tabibzadeh. DOCRO must then develop purified ebaf antigens for
all four known forms of ebaf protein expressed in human tissue. Next, DOCRO will
raise a variety of monoclonal antibodies and polyclonal antibodies to these
various antigens to determine if any ebaf protein is overexpressed in the
tissue, blood, other fluids of people diagnosed with colorectal cancer when
compared to similar specimens from apparently healthy, normal people and to
specimens from people diagnosed with other malignant or non-malignant diseases.
If an ebaf protein is determined by DOCRO to be overexpressed in malignant
disease and not in non-malignant disease or apparently healthy normals and we
agree, DOCRO will then develop an enzyme immunoassay for such ebaf protein to
confirm the results in the blood or other fluid specimens of a statistically
significant number of patients (maximum of 400).

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

         None.

         (iv) Expected Significant changes in number of employees.

         None.



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<PAGE>


                           PART II--OTHER INFORMATION


Item 1.  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 $10,000.00  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  against
the counterclaims.

The Company is currently negotiating the resolution of a dispute with Swartz
Private Equity, LLC over a $100,000 non-usage fee related to the Investment
Agreement dated May 19, 2000. No legal action is pending or threatened and both
parties are working to resolve the matter.


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

NONE



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<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: May 15, 2002


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