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


                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                                   LEXON, INC.
             (Exact name of registrant as specified in its charter)


            Oklahoma                   000-26915              73-1533326
(State of other jurisdiction of    (SEC File Number)    (I.R.S. Employer
 incorporation or organization)                          Identification Number)


                             8908 South Yale Avenue
                                    Suite 409
                                 Tulsa, OK 74137
          (Address of principal executive offices, including zip code)

                                 (918) 492-4125
              (Registrant's Telephone Number, Including Area Code)

                                 (918) 492-2560
              (Registrant's Facsimile Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year: $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified price within the past 60 days. $1,940,214 as of March 28, 2002.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2001, we had
17,282,735 shares of common stock, $0.001 par value, outstanding.


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<PAGE>



Certain Forward-Looking Information

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.

PART I

Item 1. Description of Business

(a) Business Development

         1.  Form and Year of Organization

         We are a development stage company incorporated in Oklahoma on December
16, 1997. We own the exclusive worldwide license to the Ebaf Assay, a blood
screening test to indicate whether a person may require diagnostic testing for
colon cancer and certain types of ovarian and testicular cancers. The Ebaf Assay
will require FDA approval before it can be sold in the United States.

         2.  Bankruptcy or Receivership

         We have never been in bankruptcy or receivership.

         3.  Mergers, Reclassifications and Purchases of Assets

         Gentest Merger and the Ebaf Assay

         We acquired the exclusive worldwide license to the Ebaf Assay on July
8, 1998 when we issued 1,000,000 shares of our $0.001 par value common stock in
exchange for all of the outstanding common stock of Gentest, Inc., a Florida
corporation that previously owned the license. We issued 1,000,000 shares of our
common stock to UTEK Corporation ("UTEK"), the sole shareholder of Gentest.
Gentest ceased to exist by reason of this transaction. UTEK, a Florida
corporation, specialized in the transfer of technology from major universities
and government research facilities in the U.S. and in Europe to the private
sector. At December 31, 2001, UTEK owned approximately 236,000 shares or about
1.4% of our outstanding common shares.

         Cancer Diagnostics, Inc. ("CDI") Common Stock Purchase and the
         Telomerase Assay

         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 $12,000 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. UTEK Corporation was a beneficial owner of Lexon common stock
at the time of the CDI purchase.


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<PAGE>


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, we decided
to no longer pursue development of the Telomerase Technology. See part F/S for
further information regarding the basis for this decision and its related
accounting treatment.

(b) Business of Issuer

         1.  Principal Products and Services of Lexon and Their Markets

         We have no products or services for sale at this time. The Ebaf Assay
is in the development stage. The Ebaf Assay will require FDA approval before it
can be sold in the United States.

         Ebaf Assay

         Colon cancer is the second leading cause of cancer deaths in the United
States. Of the approximately 525,000 people diagnosed with colon cancer
worldwide, more than 50% will die because their cancer was not detected early
enough for surgery to be effective. Most people avoid being tested for colon
cancer because current screening methods, primarily colonoscopy and flexible
sigmoidoscopy, are invasive, embarrassing and expensive. Yet colon cancer can be
cured if it is caught early. Unfortunately, there is no effective screening test
other than colonoscopy and most people who should be screened for the disease
(e.g. adults aged 50 and older or adults younger than 50 who have a family
history of the disease) do not get a colonoscopy on a regular basis.

         The Ebaf Assay is a blood screening test to indicate whether a person
may require diagnostic testing for colon cancer. It is our belief that most
people who should be tested for colon cancer would be more willing to have a
routine blood test to determine if an invasive procedure like colonoscopy is
necessary. The Ebaf Assay is a simple blood test that is being developed for the
ELISA platform so it can be performed and evaluated by most medical
laboratories.

         The Ebaf Assay works by detecting elevated levels of the ebaf protein
in a person's blood. Dr. Siamak Tabibzadeh, M.D., made the discovery linking the
ebaf protein to colon cancer while he was a professor in the Department of
Pathology at the University of South Florida ("USF") and an attending
pathologist at the Moffitt Cancer Center at USF. Dr. Tabibzadeh tested
approximately 27 types of malignant tumors for the presence of ebaf. The ebaf
protein was not demonstrable in any of the tumors except for colon cancer (and
some forms of ovarian and testicular cancer.) Therefore, the ebaf protein marker
seemed to be unique to colon cancer (and some forms of ovarian and testicular
cancer.)

         The Enzyme Linked Immunosorbent Assay, or ELISA format, is a generally
recognized and widely used immunological testing platform currently used to
detect HIV, Herpes and a number of other diseases. Detecting elevated ebaf
levels in a person's blood can currently be done using the Western Blot method.
Western Blot, however, is an expensive testing method that can only be performed
with highly sophisticated equipment that most laboratories in hospitals and
clinics do not have. Because ELISA format tests are inexpensive and can be
performed by most hospital and clinic laboratories, we believe this format is
ideal for the Ebaf Assay.


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<PAGE>


         An ELISA-based test involves an ELISA plate, which is coated with a
monoclonal antibody. When the plate is exposed to a sample of blood containing
the marker (e.g. ebaf in the case of the colon cancer screening test), the
monoclonal antibody captures the marker and locks it onto the surface of the
plate. The plate is then rinsed and exposed to a polyclonal antibody which has
an enzyme ligand attached to it. The polyclonal antibody also binds to the
marker if it is present. This technique is called a "sandwich" ELISA format,
because the substance being analyzed is "sandwiched" between a polyclonal and a
monoclonal antibody. The entire plate is then exposed to an indicator solution,
which changes color in the presence of the enzyme ligand. The degree of color
change is dependent on the amount of enzyme present and hence on the amount of
the marker on the surface of the plate. The degree of color change can then be
read in a standard laboratory colorimeter. If the level of the marker in the
blood is increased relative to the base level, further diagnostic testing may be
necessary.

         Lexon engaged Diagnostic Oncology CRO, Inc. ("DOCRO") of Seymour,
Connecticut to conduct a technology assessment and development program for the
Ebaf Assay (see Part F/S--Notes to the Financial Statements). DOCRO is a
nationally known clinical research organization that is engaged in providing
technology assessment, technology development, and laboratory and clinical trial
services to medical device developers. In particular, DOCRO is experienced in
providing technology assessment and technology development services related to
the development and commercialization of in vitro diagnostic assays.

         DOCRO has produced a working ELISA prototype test. We need
approximately $1,495,000 to complete the development of the Ebaf Assay and to
gather preclinical data. If we are successful in raising the $1,495,000, we
estimate that it will take DOCRO about 10 months to complete the development of
the Ebaf Assay and to gather preclinical data. If the preclinical data is
acceptable, 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 require additional funding of $8-$10 million.
There is no assurance that we will be successful in raising $1,495,000 necessary
to complete the development of the Ebaf Assay and to gather the preclinical
data. There is no assurance that the preclinical data will be acceptable. If the
preclinical data is acceptable, there is no assurance that we will be successful
in raising the $8-$10 million necessary for a clinical trial.

         2.  Distribution Method of Products and Services

         Our success depends, in part, on our ability to market and distribute
our potential products effectively. We have no experience in the sale or
marketing of medical products. We have no manufacturing, marketing or
distribution capabilities. In the event that we obtain FDA approval for the Ebaf
Assay, we may require the assistance of one or more experienced pharmaceutical
companies to market and distribute our potential products effectively. If we
seek an alliance with an experienced pharmaceutical company, we may not be able
to find a collaborative partner. If we enter into an alliance, it may not be on
terms favorable to us. If we enter into an alliance, it may not be successful.
Any partner to an alliance might, at its discretion, limit the amount and timing
of resources it devotes to marketing our products. Any marketing partner or
licensee may terminate its agreement with us and abandon our products at any
time for any reason without significant payment. If we do not enter into an
alliance with a pharmaceutical company to market and distribute our products, we
may not be successful in entering into alternative arrangements, whether
engaging independent distributors or recruiting, training and retaining a
marketing staff and sales force of our own.


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<PAGE>


         3.  Status of Publicly Announced Products or Services

         Ebaf Assay

         The Ebaf Assay is still in the development stage. DOCRO has produced a
working prototype of an ELISA test for the detection of ebaf. We need
approximately $1,495,000 to complete the development of the Ebaf Assay and to
gather preclinical data for the FDA. There is no assurance that we will be
successful in obtaining the $1,495,000 we need on acceptable terms or at all.

         4.  Competitive Business Conditions, Competitive Position and Methods
             of Competition

         Competition in the medical products and services industry is intense.
Although growth in the medical industry in general and sales of medical cancer
screening tests in particular is expected to expand as the population ages and
cancer awareness increases, the number of potential competitors in the
marketplace makes competitive pressures severe. The medical screening and
diagnostic industry has attracted large and sophisticated potential competitors
with established brand names who have already successfully developed and
marketed products and who have greater financial, technical, manufacturing,
marketing, regulatory and distribution resources than we do.

         Regulation by governmental authorities in the United States and other
countries could be a significant factor in ongoing research and product
development activities. Lexon's diagnostic products will require regulatory
approval by the FDA and possibly other governmental agencies prior to
commercialization. Various statutes and regulations also govern or influence the
manufacturing, safety, labeling, storage, recordkeeping and marketing of such
products. The lengthy process of seeking these approvals, and the subsequent
compliance with applicable statutes and regulations, requires the expenditure of
substantial resources. Our failure to obtain, or any delay in obtaining,
regulatory approvals could materially adversely affect us.

         In the United States and elsewhere, sales of diagnostic, therapeutic
and other pharmaceutical products are dependent, in part, on the availability of
reimbursement to the consumer from third-party payors, such as government and
private insurance plans. Third-party payors are increasingly challenging the
prices charged for medical products and services. There is no assurance that any
of our products will be considered cost effective and that reimbursement to the
consumer will be available, or will be sufficient to allow us to sell our
products on a competitive and profitable basis. Our future revenues and
profitability, if any, may be affected by the continuing efforts of government
and third party payors to contain or reduce the costs of healthcare. While we
cannot predict whether any such legislative or regulatory proposals will be
adopted, the adoption of such proposals could have a material adverse effect on
our company.

         Our potential competitors are the major diagnostic pharmaceutical
corporations, such as Abbott Pharmaceuticals, Roche, SmithKlineBeecham, Johnson
& Johnson and Bayer. These companies have substantial marketing, distribution,
regulatory compliance, financial, and research and development capabilities. If
any of these competitors were to develop a colon cancer screening test not
involving the Ebaf Assay, such an event may have a material adverse effect on
our ability to compete in the medical screening and diagnostic field.

         5.  Sources of Raw Materials and the Names of Principal Suppliers

         We do not manufacture any products at this time, so we have no raw
materials. The Ebaf Assay is a simple product to manufacture. Their main
components are a plastic plate, monoclonal and polyclonal antibodies, and
various fluorescent markers, each of which is commercially available.


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<PAGE>


         6.  Dependence on one or a few major customers

         Not Applicable

         7.  Patents, trademarks, licenses, royalty agreements
             or labor contracts

         Patents

         The University of South Florida ("USF") owns the patent for the Ebaf
Assay screening process. The patent was published on June 29, 1999. Any
improvements to the patent will be owned by North Shore, where the Ebaf Assay is
being developed.

         We have no information that would lead us to believe that the Ebaf
Assay patent infringes on the intellectual property rights of another, but we
give no assurance to that effect. The filing, prosecution and maintenance of all
patent rights are within the sole discretion of the patent owners. As the
exclusive licensee, we have the right to request that the patent owners seek,
obtain and maintain such patent and other protections to the extent that they
are lawfully entitled to do so, at our sole expense. There is no assurance that
the patent owners will seek, obtain or maintain such patent and other protection
to which they are lawfully entitled and there is no assurance that we will have
sufficient working capital to fund their efforts.

         There is presently no foreign patent protection for the Ebaf Assay,
however, an international patent application has been filed by USF. There is no
assurance that any foreign patents will issue. The lack of foreign patent
protection could result in the manufacturing and sale of test kits copied by
competitors who are not obligated to pay royalties. As a result, these
competitors could achieve superior operating margins, which could adversely
affect our ability to compete.

         License Agreement - Ebaf Assay

         We own the exclusive worldwide license to the Ebaf Assay. In exchange
for the license, we agreed to pay the University of South Florida Research
Foundation ("USFRF"), the licensor of USF, 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 through April 9, 2000;
$75,000 at the end of year three; $100,000 at the end of year four; $125,000 at
the end of year five; $150,000 at the end of year six 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. We
also agreed to pay North Shore a royalty equal to one-half of one 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.

         Sponsored Research Agreement - Ebaf Assay

         Effective July 31, 2001, Dr. Tabibzadeh, inventor of the ebaf assay,
left North Shore to accept a position with State University of New York at Stony
Brook. In connection with Dr. Tabibzadeh's departure, North Shore and Lexon
signed a Separation agreement on September 28, 2001. This agreement released
both parties from further obligation under the Ebaf Sponsored Research Agreement
dated July 8, 1998.


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<PAGE>


         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 discontinued 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. 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. 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.

         Employment Agreements

         On January 3, 2001, we entered into written employment agreements with
Gifford Mabie, our sole officer and director, and Rhonda Vincent, Thomas
Coughlin and Vicki Pippin, our employees.

         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 ended either by us 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. See Part F/S--Notes to the Financial Statements for further
information regarding the terms of these employment agreements.

         Labor Contracts

         Lexon has signed various contracts for consulting services throughout
the past three years. See Part F/S--Notes to the Financial Statements,
"Commitments and Contingencies" for information concerning the amounts required
to be paid under these agreements and the duration of each.

         8. Need for Governmental Approval

         Our products are considered medical devices, which are regulated by the
FDA. Medical devices are categorized into one of three classes, depending on the
controls the FDA considers are necessary to reasonably ensure the device's
safety and effectiveness. Class I devices (e.g. dental floss, manual surgical
instruments) are the least risky and least complicated devices. Class I devices
are subject to general controls, which include labeling, premarket notification,
and adherence to Quality System Regulations, which are based on the old Good
Manufacturing Practices regulations. Class II devices (e.g. x-ray machines,
oxygen masks, and many diagnostic assays similar to our products) are subject to
general controls and special controls that relate to performance standards,
post-market surveillance, patient registries, etc.) Class III devices (e.g.
drugs) are the most rigorously regulated and usually require premarket approval
by the FDA to ensure their safety and effectiveness, and which require clinical
testing prior to approval and marketing.


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         FDA approval is required prior to sale of our products in the United
States. The Ebaf Assay is considered an in-vitro diagnostic device. Most
in-vitro diagnostic devices on the market today fall into Class I or Class II,
however, a few high-risk diagnostic devices are subject to the more rigorous
regulation of Class III.

         Depending on the class of the device, FDA approval can be obtained
through one of two ways. If the device is "substantially equivalent" to a
legally marketed Class I or Class II device or to a Class III device for which
the FDA has not called for a PMA, the manufacturer may seek clearance from the
FDA by filing a 510(k) premarket notification. A 510(k) filing includes a
description of the device, its intended use, draft labeling, and an explanation
of why the device should be deemed substantially equivalent to a legally
marketed device. The 510(k) needs to be supported by appropriate preclinical and
clinical data establishing the claim of substantial equivalence to the
satisfaction of the FDA. The general review time after filing a traditional
510(k) is 90-150 days, but it could be longer.

         If substantial equivalence cannot be established, then we must seek
pre-market approval through submission of a PMA application, which is the most
vigorous form of FDA regulatory review. The PMA application must be supported by
valid scientific evidence, including pre-clinical and clinical trial data, as
well as extensive literature to demonstrate a reasonable assurance of safety and
effectiveness of the device. The PMA review and approval process generally
requires one year or more to complete from the date the FDA accepts the filing
for review.

         The use for which a product is intended dictates the FDA's
determination of its classification. If we intend to use the product to monitor
patients for disease progression, response to therapy, or detection of recurrent
or residual illness, the product will likely fall into Class II and be subject
to 510(k) clearance. If we plan to use the product in screening for the early
detection or diagnosis of cancer, the product will likely fall into Class III
and be subject to the rigorous PMA approval process. We may initially seek FDA
approval through a 510(k) to market the Ebaf Assay as a monitoring device. At
the same time, and using much of the same data collected for the 510(k), we may
seek FDA approval through a PMA to market the Ebaf Assay as a screening test.

         The FDA requires a separate approval for each proposed indication for
the use of our products. We expect that our first indication for the Ebaf Assay
will only involve its use as monitoring devices for cancer patients.
Subsequently, we expect to expand each product's indication for use as a
screening method. In order to do so, we will have to design additional clinical
trials, submit the trial designs to the FDA for review, and complete those
trials successfully. We cannot guarantee that the FDA will approve our products
for any indication. We can only promote our products for indications, which have
been approved by the FDA. Moreover, it is possible that the FDA may require a
label cautioning against the use of our products for any or all other
indications.

         There may be regulatory requirements, other than those FDA
requirements, applicable to our products prior to their sale in other countries.
If we choose to market our products in countries outside of the US, they will
have to comply with any applicable requirements before such sales can be made.

         9. Effect of Existing or Probable Governmental Regulation

         It is quite possible that new regulations, which may become effective
and be applicable to blood screening tests for cancer could be proposed and
adopted which could restrict marketing of our products. We are not aware of any
such pending or proposed regulations, however, there is no assurance that they
will not be imposed.


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         10. Estimate of the amount spent on research and development

         During the past two years (January 1, 2000 to December 31, 2001) we
spent $198,896 on research and development activities. Of this amount, $141,648
was paid to DOCRO and $57,248 was paid to North Shore. No customer has or is
expected to bear any direct research and development expense.

         In addition, we have committed to spend $1,495,000 pursuant to our
agreements with DOCRO to develop the Ebaf Assay. We estimate that we will need
$559,000 to support Dr. Tabibzadeh's ebaf research for another year.

         11. Costs and effects of environmental compliance

         We have not incurred any environmental compliance costs to date and we
do not expect to incur any environmental compliance costs in the future.

         12. Number of total employees and number of full time employees

         We have no full time employees. We have five employees, including our
sole officer and director, who provide services to us on a part-time basis. Our
employees are each engaged in other business activities and devote such time as
he or she feels is reasonably necessary to carry out our business. Our employees
are employed by the same four other companies. Although these other companies
are engaged in business activities that are different from our business, there
may exist potential conflicts in the amount of time each person devotes to our
business. Consequently, developing our business may require a greater period of
time than if our employees were employed by us on a full time basis.

         On January 3, 2001, we entered into written employment agreements with
Gifford Mabie, Dr. Thomas Coughlin, Rhonda Vincent and Vicki Pippin. For details
about the employment agreements, see Item 7., "Patents, Trademarks, Licenses,
Royalty Agreements or Labor Contracts".

Item 2. Description of Property

Our executive office is located at 8908 South Yale Avenue, Suite 409, Tulsa,
Oklahoma, 74137. We lease our 2,700 square feet office space from Oklahoma
National Bank. Our office is shared with other companies of which our sole
officer and director and our employees may be officers, directors and/or
employees. The lease expires May 31, 2002. Our portion of the present $2,061
monthly lease payment is $412 per month.

Item 3. 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 itself.

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.


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

None

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

         (a) Market information.

         Our common stock is traded in the over-the-counter market and is quoted
on the OTC Bulletin Board under the trading symbol "LXXN".

         The following table sets forth the high and low sales prices for our
common stock for each quarter in the last two fiscal years as reported by the
OTC Bulletin Board. The quotations shown represent inter-dealer prices without
adjustments for retail markups, markdowns or commissions, and may not
necessarily reflect actual transactions.

         Quarter Ended                      High             Low

         March 31, 2000                     $3.56            $0.87
         June 30, 2000                      $2.75            $1.34
         September 30, 2000                 $1.43            $0.66
         December 31, 2000                  $0.91            $0.22
         March 31, 2001                     $0.71            $0.25
         June 30, 2001                      $0.44            $0.25
         September 30, 2001                 $0.27            $0.15
         December 31, 2001                  $0.20            $0.11

         (b) Holders

         As of December 31, 2001, there were approximately 86 holders of record
of our common stock.

         (c) Dividend Policy

         We do not pay dividends.

         Recent Sales of Unregistered Securities

         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 restriction of the stock.


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<PAGE>


Item 6. Plan of Operation

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 when we needed it. 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.

Item 7. Financial Statements

See Part F/S

                                       11
<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

         (a) Identify Directors and Executive Officers

         Gifford M. Mabie, age 61, is our sole officer and director. He has been
an executive officer and director of the Company since December 1997
(inception). From 1982 to 1994, Mr. Mabie was Senior Vice President of CIS
Technologies, Inc. (NASD: CISI), a leading healthcare information company that
was purchased by National Data Corporation (NYSE: NDC) in 1996. Mr. Mabie was
instrumental in raising over $40 million in capital that funded acquisitions and
new product development. As a result, that company's revenues grew from $105,000
in 1987 to over $40 million in 1995. Prior to CIS, Mr. Mabie was with Honeywell
Information Systems, Inc., where he ranked as one of its top five salesmen
worldwide. Prior to joining Honeywell, he was corporate controller with W.B.
Dunavant & Company, one of the world's largest cotton brokers. He holds degrees
in accounting and economics from Memphis State University and served for eight
years in the United States Navy.

         Mr. Mabie is also the sole officer and director of Maxxon, Inc. (OTC
Bulletin Board: MXON).

         (b) Significant Employees

         None

         (c) Family Relationships

         None.

         (d) Involvement in Legal Proceedings of Officers, Directors and
             Control Persons

         None.

Item 10. Executive Compensation

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                    Long Term Compensation
                                                             -------------------------------------
                                                             --------------------------- ---------
                                 Annual Compensation                   Awards            Payouts
                          ---------------------------------- --------------------------- ---------
                          ------------ ----------- --------- ----------- --------------- ---------
 <S>               <C>     <C>          <C>         <C>          <C>        <C>              <C>         <C>

    Name and                                       Other        Restricted  Securities      LTIP         All
   Principal                                       Annual       Stock       Underlying      Options/SARs Other
    Position       Year     Salary       Bonus     Compensation             Awards          Payouts      Compensation
----------------- ------- ------------ ----------- ------------ ----------- --------------- ------------ ----------
----------------- ------- ------------ ----------- ------------ ----------- --------------- ------------ ----------
Gifford M.
Mabie, CEO         2001   $100,000(1)   50,000(2)    $-0-          $-0-          -0-            $-0-        $-0-
                   2000    $60,000(3)

</TABLE>

(1)  Accrued but not paid
(2)  Paid in the form of 500,000 shares of Lexon, Inc. common stock.
(3)  Estimated value of Mr. Mabie's services.  Treated as a capital contribution
     for accounting purposes.


                                       12
<PAGE>

<TABLE>
<CAPTION>

                     Options/SAR Grants in Last Fiscal Year
 <S>                       <C>             <C>               <C>              <C>

                          Number of        % of Total
                          Securities       options/SARs
                          underlying       Granted to
                      Options/SARs Employees in Exercise or
Name                      Granted          Fiscal Year       Base Price      Expiration Date
------------------------- ---------------- ----------------- --------------- -----------------
------------------------- ---------------- ----------------- --------------- -----------------

Gifford M. Mabie, CEO     714,286          23.8%             $0.25           January 4, 2011

</TABLE>

<TABLE>
<CAPTION>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

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

                                                             Number of Securities   Value of
                                                             Underlying             Unexercised
                                                             Unexercised            In-the-Money
                                                             Options/SARs at        Options/SARs at
                           Shares                            FY-End                 FY-End
                           Acquired on                       Exercisable/           Exercisable/
Name                       Exercise         Value Realized   Unexercisable          Unexercisable
-------------------------- ---------------- ---------------- ---------------------- -------------------
-------------------------- ---------------- ---------------- ---------------------- -------------------

Gifford M. Mabie, CEO      714,286          $178,572         N/A                    N/A

</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following shareholders are known to us to own more than 5% of the
outstanding common stock of the Company. Except as otherwise indicated, all
information is as of December 31, 2001 and ownership consists of sole voting and
investment power.
<TABLE>
<CAPTION>
 <S>                                      <C>                    <C>                  <C>

                                         Relationship           Common               Percentage of
Name and Address                         To Company             Shares Owned         Outstanding Shares
---------------------------------------- ---------------------- -------------------- ----------------------
Gifford M. Mabie
8908 S. Yale Ave., #409
Tulsa, OK 74137                          Officer and Director   1,114,286            6.45%

Vicki L. Pippin
8908 S. Yale Ave., #409
Tulsa, OK 74137                          Employee               1,169,286            6.76%

Rhonda R. Vincent
8908 S. Yale Ave., #409
Tulsa, OK 74137                          Employee               994,552              5.75%

Sole    Officer   and    Director   and
Employees as a Group (3 persons)                                3,278,124            18.96%

</TABLE>


Common Stock Options and Warrants Outstanding

         At December 31, 2001, the Company had outstanding warrants to purchase
up to 1,866,062 shares of common stock at exercise prices ranging from $.48 to
$2.06 per share. See Part F/S "Notes to Financial Statements".


                                       13
<PAGE>


Item 12. Certain Relationships and Related Transactions

         During the past two years, we have had the following transactions in
excess of $60,000 with related parties:

         On February 23, 2001, Gifford Mabie, Thomas Coughlin, Rhonda Vincent
and Vicki Pippin each exercised an option to purchase 714,286 shares of common
stock at an exercise price of $0.25 per share. Each person gave the Company an
unsecured promissory note in the amount of $178,571.50. The notes are due
February 23, 2008 and accrue interest at a rate of 8% per year.

Item 13. Exhibits and Reports on Form 8-K

Exhibits:
         See Part III, "Index to and Description of Exhibits"

Reports on Form 8-K:
         The Company had no Form 8-K filings during the fourth quarter of 2001.



                                       14
<PAGE>


Part F/S
<TABLE>
<CAPTION>


                          INDEX TO FINANCIAL STATEMENTS
 <S>                                                                                                     <C>

Audited Financial Statements

Independent Auditors' Report.......................................................................      16

Balance Sheet At December 31, 2001.................................................................      17

Statements Of Operations From Inception (December 16, 1997) Through December 31, 2001
And For The Years Ended December 31, 2001 and 2000................................................       18

Statements Of Cash Flows From Inception (December 16, 1997) Through December 31, 2001
And For The Years Ended December 31, 2001 and 2000.................................................      19

Statements Of Shareholders' Equity From Inception (December 16, 1997) Through
December 31, 2001..................................................................................      20

Notes To Financial Statements From Inception (December 16, 1997) Through
December 31, 2001, And For The Years Ended December 31, 2001 and 2000..............................      21


</TABLE>


                                       15
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Lexon, Inc.


We have audited the accompanying balance sheet of Lexon, Inc., a Development
Stage Company, as of December 31, 2001, and the related statements of
operations, cash flows and shareholders' equity for the years ended December 31,
2001 and 2000, and for the period from inception (December 16, 1997) to
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lexon, Inc. as of December 31,
2001, and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000, and the period from inception
(December 16, 1997) to December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
financial statements, the Company is a development stage company with
insufficient revenues to fund development and operating expenses. This condition
raises substantial doubt about its ability to continue as a going concern.
Management's plan concerning this matter is also described in Note 13. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ TULLIUS TAYLOR SARTAIN & SARTAIN LLP

Tulsa, Oklahoma
February 4, 2002


                                       16
<PAGE>


                                   Lexon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2001




                                ASSETS
Current assets
Cash                                                                $2,074
Prepaid Consulting Fees                                              9,375
                                                               -----------
   Total current assets                                             11,449
                                                               -----------
Licensed technology, net                                           127,853
                                                               -----------
TOTAL ASSETS                                                      $139,302
                                                               ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                           $39,450
Accrued salaries payable                                           400,000
Payable to DOCRO                                                   350,000
Payable to University of Maryland                                  176,676
Payable to University of South Florida Research Facility            75,000
Related party payables                                             145,874
                                                               -----------
   Total current liabilities                                     1,187,000
                                                               -----------

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                (9,231,101)
                                                               -----------
                                                                (1,047,698)
                                                               -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $139,302
                                                               ===========


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


                                       17
<PAGE>


                                   Lexon, Inc.
                          (A Development Stage Company)

                            Statements of Operations
        From Inception (December 16, 1997) Through December 31, 2001 and
                 For the Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>


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


                                 From inception
                                          (December 16,
                                          1997) through           Year Ended           Year Ended
                                      December 31, 2001    December 31, 2001    December 31, 2000
                                      -----------------    -----------------    -----------------
Revenue                                             $ -                  $ -                  $ -
                                      -----------------    -----------------    -----------------

Expenses
Research and development                      1,591,530              203,482              580,393
General and administrative                    7,225,869            1,027,691            4,031,431
                                      -----------------    -----------------    -----------------
   Total operating expenses                   8,817,399            1,231,173            4,611,824
                                      -----------------    -----------------    -----------------
Operating loss                               (8,817,399)          (1,231,173)          (4,611,824)
                                      -----------------    -----------------    -----------------
Interest expense                                413,702                7,920               24,380
                                      -----------------    -----------------    -----------------
Net loss                                   $ (9,231,101)        $ (1,239,093)        $ (4,636,204)
                                      -----------------    -----------------    -----------------
Weighted average shares outstanding           8,164,574           13,903,157            7,780,466
                                      -----------------    -----------------    -----------------
Loss per share                                  $ (1.13)             $ (0.09)             $ (0.60)


</TABLE>


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




                                       18
<PAGE>

<TABLE>
<CAPTION>


                                   Lexon, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
        From Inception (December 16, 1997) through December 31, 2001 and
                 For the Years Ended December 31, 2001 and 2000


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


                                                                 From inception
                                                                  (December 16,
                                                                  1997) through            Year Ended           Year Ended
                                                               December 31, 2001    December 31, 2001    December 31, 2000
                                                               -----------------    -----------------    -----------------

Operating activities
Net loss                                                           $ (9,231,101)        $ (1,239,093)        $ (4,636,204)
Plus non-cash charges to earnings:
   Amortization of license and sponsored research agreements            669,468              204,805              217,018
   Value of common stock options granted to
   non-employees for services                                         1,299,218                    -                    -
   Value of warrants issued to non-employees                                  -                    -                    -
   Amortization of Stock Options Issued to Non-employee Lenders         356,346                    -                    -
   Value of services contributed by employees                         1,111,479              200,000              410,000
   Value of stock issued for services                                 3,430,836               55,500            3,153,661
Change in working capital accounts:
   Decrease (increase) in prepaid expenses                               (9,375)              (9,375)               4,063
   Increase in other receivables                                              -                6,532                3,171
   Increase (decrease) in accounts payable and accrued liabilities       39,450              (51,979)              54,214
   Increase in accrued salaries                                         400,000              400,000                    -
   Increase (decrease) in interest payable                                8,080              (11,754)              14,934
   Increase in payable to Univ. of Maryland                              52,139               52,139                    -
   Increase in payable to DOCRO                                         350,000                    -              350,000
Increase in payable to Univ. of South Florida                            75,000               75,000                    -
   Increase (decrease) in payable to North Shore                              -              (27,054)            (159,054)
                                                               -----------------    -----------------    -----------------
      Total operating activities                                     (1,448,460)            (345,279)            (588,197)
                                                               -----------------    -----------------    -----------------
Financing activities
Loans from related parties                                              687,265              153,956              183,682
Repayment of loans from related parties                                (541,391)            (196,791)            (114,600)
Sale of common stock for cash:
   To founders                                                            5,000                    -                    -
   To third-party investors                                           1,795,727              424,000              445,519
   Payment of issue costs                                              (174,598)             (34,100)                   -
   To employees upon exercise of employee stock options                 320,313                    -              234,375
                                                               -----------------    -----------------    -----------------
      Total financing activities                                      2,092,316              347,065              748,976
                                                               -----------------    -----------------    -----------------
Investing activities
Purchase of Cancer Diagnostics Inc.                                    (170,000)                   -             (170,000)
Purchase of exclusive licenses                                         (160,000)                   -                    -
Payment of sponsored research contract                                 (311,250)                   -                    -
                                                               -----------------    -----------------    -----------------
      Total investing activities                                       (641,250)                   -             (170,000)
                                                               -----------------    -----------------    -----------------
Change in cash                                                            2,606                1,786               (9,221)
Cash at beginning of period                                                   -                  820               10,041
                                                               -----------------    -----------------    -----------------
Cash at end of period                                                   $ 2,606              $ 2,606                $ 820
                                                               =================    =================    =================

Supplemental disclosure of cash flow information:
   Cash paid for interest during the period                            $ 24,964              $ 3,575              $ 1,233

Non-cash financing and investing activities:
   Common stock issued in Gentest Merger                                $ 1,000                  $ -                  $ -
   Sponsored Research Agreement for Telomerase Technology               124,537                    -              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               38,080                    -

</TABLE>


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



                                       19
<PAGE>

<TABLE>
<CAPTION>


                                   Lexon, Inc.
                          (A Development Stage Company)

                        Statement of Shareholders' Equity
          From Inception (December 16, 1997) through December 31, 2001


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

                                                                                                 Common
                                                        Shares of     Common      Paid In         Stock
                                                            Stock      Stock      Capital    Subscribed      Net Loss         Total
                                                       ----------   --------  -----------   -----------  ------------  ------------
Balance at December 16, 1997 (Inception)                        -        $ -          $ -           $ -           $ -           $ -

Contribution of services by officer and employees               -          -        1,479             -             -         1,479
Common stock issued for cash:
To Founders                                             5,000,000      5,000            -             -             -         5,000
To Third-Party Investors                                  631,472        632      925,577             -             -       926,209
To employees upon exercise of stock options                55,000         55       85,883             -             -        85,938
Less issue costs                                                -          -     (140,498)            -             -      (140,498)
Common stock issued for services                          123,041        123      221,552             -             -       221,675
Common stock issued in Gentest Merger                   1,000,000      1,000            -             -             -         1,000
Value of stock options to granted non-employees                 -          -    1,655,565             -             -     1,655,565
Contribution of services by officer and employees               -          -      500,000             -             -       500,000
Net Loss from Inception through December 31, 1999               -          -            -             -    (3,355,804)   (3,355,804)
                                                       ----------   --------  -----------   -----------  ------------  ------------
Balance at December  31, 1999                           6,809,513      6,810    3,249,558             -    (3,355,804)      (99,436)

Common stock issued for cash:
    To third-party investors                              312,530        313      215,754             -             -       216,067
To employees upon exercise of stock options               150,000        150      234,225             -             -       234,375
     Less cost of capital                                       -          -       (4,922)            -             -        (4,922)
Common stock issued for services                        1,543,222      1,543    1,672,019             -             -     1,673,562
Value of stock issued in anticipation
 of puts with Swartz                                      387,470        387         (387)            -             -             0
Value of stock warrants granted to non-employees                -          -    1,714,473             -             -     1,714,473
Contribution of services by officer and employees               -          -      410,000             -             -       410,000
Net Loss through December 31, 2000                              -          -            -             -    (4,636,204)   (4,636,204)
                                                       ----------   --------  -----------   -----------  ------------  ------------
Balance at December  31, 2000                           9,202,735      9,203    7,490,720             -    (7,992,008)     (492,085)

Common stock issued for cash:
    To third-party investors                            2,494,000      2,494      421,506             -             -       424,000
To employees upon exercise of stock options             3,000,000      3,000      747,000      (750,000)            -             -
     Less cost of capital                                       -          -      (34,100)            -             -       (34,100)
Common stock issued for services                          350,000        350       55,150                                    55,500
Common stock issued as payment of debt                    236,000        236       37,844             -             -        38,080
Contribution of services by officer and employees       2,000,000      2,000      198,000             -             -       200,000
Net Loss through December 31, 2001                              -          -            -             -    (1,239,093)   (1,239,093)
                                                       ----------   --------  -----------   -----------  ------------  ------------
Balance at December  31, 2001                          17,282,735   $ 17,283  $ 8,916,120    $ (750,000) $ (9,231,101) $ (1,047,698)
                                                       ==========   ========  ===========   ===========  ============  ============

</TABLE>


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



                                       20
<PAGE>

                                   Lexon, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
          From Inception (December 16, 1997) through December 31, 2001
               and For the Years Ended December 31, 2001 and 2000


Note 1-- Organization and Summary of Significant Accounting Policies

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. For the year ended December 31, 2000, the
Company recorded $410,000 as the value of services contributed by its sole
officer and director and its other employees. 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. For the year ended December 31, 2001, the Company was unable to
pay the compensation, so the individuals accepted 2,000,000 shares of common
stock in satisfaction of $200,000 of the obligations. In addition, the Company
recorded $400,000, including $200,000 in bonuses, as an accrued liability. For
the period from inception (December 16, 1997) to December 31, 2001, the value of
the services rendered by Lexon's sole officer and director and its other
employees was $1,511,479.

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.


                                       21
<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 is currently evaluating the impact of
SFAS No. 142 on its financial statements.


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 will adopt SFAS No. 143 on January 1, 2002, does not expect a
material impact from the adoption of SFAS No. 143 on its financial statements.



                                       22
<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
will adopt 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 December 31, 2001, the amount of accumulated
amortization related to the Exclusive License was $33,147.



                                       23
<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 December 31, 2001, 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 December 31, 2001, the
Company had recorded payables of $145,874 to the related companies included in
related party payable in the accompanying balance sheet. The existence of the
common control 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.

During 2000, the Company borrowed $76,500 from its shareholders. The Company
executed notes payable, which were due December 31, 2000, at an interest rate of
10% per year. Subsequent to December 31, 2000, these notes began to accrue
interest at a default rate of 16%. At December 31, 2001, the balance on these
notes was paid in full.


                                       24
<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.

Future Obligations to North Shore University
On March 8, 1999, the Company agreed to fund an additional $81,162 to North
Shore, of which $54,108 was paid. Pursuant to a separation agreement signed on
September 28, 2001, with North Shore, the Company was released from its
remaining obligation of $27,054.

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.


                                       25
<PAGE>


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

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.



                                       26
<PAGE>


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.

Agreements with North Shore
Effective July 31, 2001, Dr. Tabibzadeh, inventor of the ebaf assay, left North
Shore-Long Island Jewish Research Institute ("North Shore") to accept a position
with State University of New York at Stony Brook. In connection with Dr.
Tabibzadeh's departure, North Shore and Lexon signed a Separation Agreement on
September 28, 2001. This agreement released both parties from further obligation
under the Ebaf Research and License Agreement dated July 8, 1998 (see Note 4).

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 December 31, 2001, the Company owed Dr. Tabibzadeh
$33,333 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.


                                       27
<PAGE>

Research Agreement with Stony Brook
On December 5, 2001, we 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
did not accrue any funds related to his employment at December 31, 2001.

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.

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.


                                       28
<PAGE>


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.

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.



                                       29
<PAGE>


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.

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.

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 December 31, 2001.
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.



                                       30
<PAGE>


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.

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:

<TABLE>
<CAPTION>

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

                               From Inception
                                      Through           Year Ended            Year Ended
                            December 31, 2001    December 31, 2001     December 31, 2000
  Net loss:
       As reported               $(9,231,101)         $(1,239,093)          $(4,636,204)
       Pro forma                  (9,677,501)          (1,685,493)           (6,199,736)

  Basic and diluted EPS:
       As reported                 $   (1.13)             $ (0.09)            $   (0.60)
       Pro forma                       (1.19)               (0.12)                (0.80)


</TABLE>

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%.


                                       31
<PAGE>


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%.

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


                                       32
<PAGE>


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

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 December 31, 2001, and
changes during the year then ended is presented below:


                                               December 31, 2001
                                       -------------------------------------
                                                           Weighted Average
                                                 Shares      Exercise Price
                                       ----------------- -------------------
Employees
Outstanding, December 31, 2000               2,487,500               $1.20
Granted                                      3,000,000                0.25
Exercised                                   (3,000,000)               0.25
Forfeited                                   (2,487,500)               1.20
                                       ----------------- -------------------
Outstanding, December 31, 2001                      --                $ --
                                       ----------------- -------------------
Exercisable, December 31, 2001                      --                $ --
                                       ----------------- -------------------
Weighted average fair value of
 options granted                                 $0.25
                                       -----------------
                                                December 31, 2001
                                       -------------------------------------
                                                           Weighted Average
                                                 Shares      Exercise Price
                                       ----------------- -------------------
Non-employees
Outstanding, December 31, 2000               1,866,062                $1.44
Granted or Vested                                   --                   --
Exercised                                           --                   --
Forfeited                                           --                    --
                                       ----------------- -------------------
Outstanding, December 31, 2001               1,866,062                 $1.44
                                       ----------------- -------------------
Exercisable, December 31, 2001               1,866,062                 $1.44
                                       ----------------- -------------------
Weighted average fair value of
 options granted                                   $--
                                       -----------------


                                       33
<PAGE>


The following table summarizes information about fixed stock options outstanding
at December 31, 2001:

<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 12/31/01           Life        Price    at 12/31/01
 ---------------------- -------------- -------------- ------------ -------------- ---------------

 Non-employees
 $0.4818-$2.062            1,866,062      4.96 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 December
                                                      31, 2001
                                           --------------------
       Net operating loss                          $1,024,846
       Stock-based compensation                       562,892
       Valuation allowance                         (1,587,738)
                                           --------------------

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

From inception to December 31, 2001, the Company had a net operating tax loss
carryforward of approximately $3,014,000, which begins to expire in 2013, and
temporary differences related to stock-based compensation of approximately
$1,656,000. 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.

Note 12-- Earnings per Share


Basic and Diluted EPS Computation:                 December 31,    December 31,
                                                           2001            2000
                                               ---------------- ---------------

Net loss applicable to Common Stockholders         $(1,239,093)   $(4,636,204)
                                               ---------------- ---------------
Weighted average shares outstanding                13,903,157       7,780,466
                                               ---------------- ---------------
Basic and Diluted EPS                                $  (0.09)       $  (0.60)
                                               ---------------- ---------------

For the years ended December 31, 2001 and 2000, all options were excluded from
the EPS calculation, as their effect was anti-dilutive.


                                       34
<PAGE>


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
$1,239,093 for the year ended December 31, 2001. 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.

Note 14-- Subsequent Events

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.




                                       35
<PAGE>

PART III

Index to and Description of Exhibits

<TABLE>
<CAPTION>

 Exhibit No.                               Description of Exhibit
-------------  --------------------------------------------------------------------------------
     <S>        <C>

     2.1       Agreement and Plan of Merger between Registrant and Gentest,  Inc. dated May 11,
               1998 and  Certificate  of Merger  (incorporated  herein by reference to our Form
               10-SB/A, filed January 4, 2000)

     2.2       Agreement and Plan of Merger  between  Registrant and Cancer  Diagnostics,  Inc.
               dated August 5,  1999(incorporated  herein by reference to our Form 10-QSB/A for
               the nine months ended September 30, 1999, filed January 4, 2000)

     2.3       Stock Purchase Agreement between Registrant and Cancer  Diagnostics,  Inc. dated
               January 28, 2000 (incorporated herein by reference to our Form 8-K dated January
               28, 2000 and filed February 14, 2000)

     3.1       Certificate of Incorporation of the Registrant (incorporated herein by reference
               to our Form 10-SB/A, filed January 4, 2000)

     3.2       Bylaws of the Registrant  (incorporated herein by reference to our Form 10-SB/A,
               filed January 4, 2000)

     4.1       Specimen Stock Certificate (incorporated herein by reference to our Form 10-SB/A
               filed January 4, 2000)

     4.2       Investment Agreement dated as of May 19, 2000 by and between
               Registrant and Swartz Private Equity, LLC (incorporated herein by
               reference to our Form SB-2 filed July 28, 2000)

    10.1       License Agreement between Gentest, Inc., the University of South Florida and the
               University  of South  Florida  Research  Foundation,  Inc.  dated  April 9, 1998
               (incorporated herein by reference to our Form 10-SB/A, filed January 4, 2000)

    10.2       Research and License Agreement between Gentest,  Inc. and North Shore University
               Hospital  Research  Corporation  dated  June 22,  1998  (incorporated  herein by
               reference to our Form 10-SB/A, filed January 4, 2000)

    10.3       Agreement between Registrant and North Shore Office of Grants and
               Contracts dated March 8, 1999 (incorporated herein by reference
               to our Form 10-SB/A, filed January 4, 2000)

    10.4       Investor  Relations  Services  Agreement and Option Agreement between Registrant
               and  Morgan-Phillips,  Inc.  dated  November  1,  1998  (incorporated  herein by
               reference to our Form 10-SB/A, filed January 4, 2000)

    10.5       Consulting Agreement between Registrant and the Viking Group
               dated November 1, 1998 (incorporated herein by reference to our
               Form 10-SB/A, filed January 4, 2000)

    10.6       Sponsorship Commitment Agreement between Registrant and Celebrity
               Images, representatives for Eric Davis and the Score Against
               Colon Cancer Event, dated March 15, 1999 (incorporated herein by
               reference to our Form 10-SB/A, filed January 4, 2000)

    10.7       Consulting Agreement between Registrant and SSP Management
               Corporation dated March 31, 1999 (incorporated herein by
               reference to our Form 10-SB/A, filed January 4, 2000)


                                       36
<PAGE>


    10.8       Confidentiality Agreement between Registrant and Ortho-Clinical
               Diagnostics Corporation, dated April 19, 1999 (incorporated
               herein by reference to our Form 10-SB/A, filed January 4, 2000)

    10.9       Confidentiality Agreement between Registrant and Chiron
               Diagnostics Corporation, dated April 21, 1999 (incorporated
               herein by reference to our Form 10-SB/A, filed January 4, 2000)

    10.10      Confidentiality Agreement between Registrant and Abbott
               Laboratories, dated June 29, 1999 (incorporated herein by
               reference to our Form 10-SB/A, filed January 4, 2000)

    10.11      Consulting Agreement between Registrant and Jonathan Dariyanani
               dated March 1, 1999 (incorporated herein by reference to our Form
               10-SB/A, filed January 4, 2000)

    10.12      Consulting Agreement between Registrant and Dr. Tabibzadeh  (incorporated herein
               by reference to our Form 10-SB/A, filed January 4, 2000)

    10.13      Form of Indemnification  Agreement (incorporated herein by reference to our Form
               10-SB/A, filed January 4, 2000)

    10.14      Lexon,  Inc.  1998 Stock  Option  Plan dated  August 15, 1998 and Form of Option
               Agreement  (incorporated herein by reference to our Form 10-SB/A,  filed January
               4, 2000)

    10.15      Consulting Agreement between Registrant and UTEK Corporation
               effective August 4, 1999(incorporated herein by reference to our
               Form 10-QSB/A for the nine months ended September30, 1999, filed
               January 4, 2000)

    10.16      License Agreement between Cancer  Diagnostics,  Inc. and University of Maryland,
               Baltimore  dated August 27, 1999 and amended  September  23, 1999  (incorporated
               herein by reference to our Form 8- K dated January 28, 2000,  filed February 14,
               2000)

    10.17      Sponsored Research Agreement between Cancer Diagnostics,  Inc. and University of
               Maryland,   Baltimore   dated  August  27,  1999  and  amended   September   23,
               1999(incorporated  herein by reference  to our Form 8-K dated  January 28, 2000,
               filed February 14, 2000)

    10.18      Secured Promissory Note dated January 28, 2000 (incorporated
               herein by reference to our Form 8-K dated January 28, 2000, filed
               February 14, 2000)

    10.19      Pledge and Security Agreement dated January 28, 2000
               (incorporated herein by reference to our Form 8-K dated January
               28, 2000, filed February 14, 2000)

    10.20      Mutual Release and Settlement Agreement between Registrant and
               UTEK Corporation dated January 28, 2000 (incorporated herein by
               reference to our Form 10-KSB for the year ended December 31,
               1999, filed April 14, 2000)

    10.21      Consulting  Agreement  with  Goodbody  International   (incorporated  herein  by
               reference to our Form SB-2, filed July 28, 2000)

    10.22      Investor Relations Services Agreement with Morgan-Phillips,  Inc.  International
               (incorporated herein by reference to our Form SB-2, filed October 3, 2000)

    10.23      Consulting  Agreement with James Congleton  (incorporated herein by reference to
               our Form SB-2, filed October 3, 2000)

    10.24      Consulting Agreement with Mark Lindsey  (incorporated herein by reference to our
               Form SB-2, filed October 3, 2000)



                                       37
<PAGE>


    10.34      Professional  Services and  Confidentiality  Agreement  between  Registrant  and
               Diagnostic  Oncology  CRO,  Inc.  dated  April 4, 2000  (incorporated  herein by
               reference to our Form 10KSB, filed April 16, 2001)

    10.35      Professional  Services and  Confidentiality  Agreement  between  Registrant  and
               Diagnostic  Oncology  CRO,  Inc.  dated  June 9,  2000  (incorporated  herein by
               reference to our Form 10KSB, filed April 16, 2001)

    10.36      Professional  Services and  Confidentiality  Agreement  between  Registrant  and
               Diagnostic  Oncology  CRO,  Inc.  dated July 17,  2000  (incorporated  herein by
               reference to our Form 10KSB, filed April 16, 2001)

    10.37      Employment Agreement with Gifford Mabie dated January 3, 2001
               (incorporated herein by reference to our Form 10KSB, filed April
               16, 2001)

    10.38      Employment   Agreement   with  Dr.  Thomas   Coughlin   dated  January  3,  2001
               (incorporated herein by reference to our Form 10KSB, filed April 16, 2001)

    10.39      Employment Agreement with Rhonda Vincent dated January 3, 2001
               (incorporated herein by reference to our Form 10KSB, filed April
               16, 2001)

    10.40      Employment Agreement with Vicki Pippin dated January 3, 2001
               (incorporated herein by reference to our Form 10KSB, filed April
               16, 2001)

    10.41      Form of Promissory Note dated February 23, 2001 (incorporated
               herein by reference to our Form 10KSB, filed April 16, 2001)

    10.42      Consulting Agreement with Dean Guise dated August 13, 2001
               (incorporated herein by reference to our Form SB-2, filed August
               14, 2001)

    10.43      Amended Employment Agreement between Lexon, Inc. and Gifford Mabie (incorporated
               herein by reference to our Form S-8, filed August 30, 2001

    10.44      Amended   Employment   Agreement   between  Lexon,   Inc.  and  Thomas  Coughlin
               (incorporated herein by reference to our Form S-8, filed August 30, 2001

    10.45      Amended   Employment   Agreement   between   Lexon,   Inc.  and  Rhonda  Vincent
               (incorporated herein by reference to our Form S-8, filed August 30, 2001

    10.46      Amended Employment  Agreement between Lexon, Inc. and Vicki Pippin (incorporated
               herein by reference to our Form S-8, filed August 30, 2001

    10.47      Settlement Agreement between Lexon, Inc., North Shore University  Hospital,  and
               North Shore-Long Island Jewish Research Institute, dated September 28, 2001 *

    10.48      Sponsored Research  Agreement  between Lexon,  Inc. and Research Foundation of
               SUNY Stony Brook, dated December 5, 2001 *

    10.49      Consulting  Agreement  between  Lexon,  Inc. and Dr.  Siamak  Tabibzadeh,  dated
               September 1, 2001 *

    23.0       Consent of Tullius Taylor Sartain & Sartain LLP *

    99.1       Consulting  Agreement with Dean Guise  (incorporated  herein by reference to our
               Form S-8, filed February 22, 2000

    99.2       Consulting  Agreement with James Congleton  (incorporated herein by reference to
               our Form S-8, filed February 22, 2000


                                       38
<PAGE>

    99.3       Consulting  Agreement with Kara Greuel  (incorporated herein by reference to our
               Form S-8, filed February 22, 2000

    99.4       Consulting Agreement with LeRoy L. Kohn (incorporated herein by reference to our
               Form S-8, filed February 22, 2000

    99.5       Escrow Agreement with Laura Mayes (incorporated  herein by reference to our Form
               S-8, filed February 22, 2000

    99.6       Escrow Agreement with Luke Mayes  (incorporated  herein by reference to our Form
               S-8, filed February 22, 2000

    99.7       Option Agreement with Michael  Morrisett,  (incorporated  herein by reference to
               our Form 10-SB/A, filed January 4, 2000

    99.8       Consulting  Agreement with Dean Guise  (incorporated  herein by reference to our
               Form S-8, filed August 18, 2000

    99.9       Consulting Agreement with Doug Glausen  (incorporated herein by reference to our
               Form S-8, filed August 18, 2000

</TABLE>


*Filed herewith



SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                  LEXON, INC.




                                  ------------------------------------
                                  By: Gifford Mabie, Sole Officer and Director


Date:  April 1, 2002


                                       39