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

                                  FORM 10-KSB

(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       December 31, 2004
                                     -----------------
  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ________ to __________

            Commission File Number          0-24721
                                            ----------
                         LEXON TECHNOLOGIES, INC.
               ------------------------------------------------
        (Exact name of registrant as specified in charter)

       Delaware                                  87-0502701
------------------------------             -------------------------
State or other jurisdiction of             (I.R.S. Employer I.D. No.)
incorporation or organization

8 Corporate Park, Suite 300, Irvine, California                   92606
-----------------------------------------------                 ----------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, including area code (949)477-4000
                                               --------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class       Name of each exchange on which registered
        None                                  N/A
------------------        -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:

                   Common Stock, par value $0.001 per share
                   ----------------------------------------
                             (Title of class)

  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. (1) Yes [X]
No [ ]  (2)  Yes [X]  No  [ ]

  Check if 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.    [ ]


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

  State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:

     Based on the average bid and asked prices of the common stock at March
31, 2005, of $0.18 per share, the market value of shares held by non-
affiliates would be $2,397,693, based on 13,320,518 shares.  Lexon's stock is
traded on the NASDAQ OTCBB under the symbol "LEXO" however trades are thin and
sporadic.  Therefore, the bid and ask price may not be indicative of any
actual value in the stock.

     As of March 31, 2005, Lexon had 34,183,778 shares of common stock
outstanding.


                     DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933:  NONE


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                                    PART I.

                       ITEM 1. DESCRIPTION OF BUSINESS

General
-------

In May 2002, Lexon acquired all of the issued and outstanding stock of Phacon
Corporation, a privately-held California corporation pursuant to a Merger
Agreement.  In connection with the acquisition, a majority of the Registrant's
shareholders approved a proposal to effect a 10-for-1 reverse split of the
outstanding securities, and appointed new directors nominated by Phacon.
Lexon issued 17,500,000 shares of its post-reverse common stock in exchange
for a like number of shares of Phacon plus the cancellation of an outstanding
loan from Phacon for $200,000 plus accrued interest.

Following the merger, Lexon intended to engage in the business of
commercializing a proprietary device and proprietary software package that
reduces the amount of electricity required to power various indoor lighting
devices in commercial buildings, factories, and office structures, as well as
outdoor street and parking lot lighting.

However, market conditions and competition in the area of electrical devices
has caused the company to consider alternative business strategies and to
actively seek potential business acquisitions or opportunities to enter in an
effort to commence business operations outside the electrical products area.

In December 2004, Lexon acquired majority control (90%) of Techone Company,
Ltd., a Republic of Korea corporation ("Techone"), through an investment of
$1,585,000.  Techone is a corporation that manufactures and sells Low
Temperature Cofired Ceramic (LTCC) components.  Lexon's immediate business
focus will, therefore, be the operation of Techone, and the description of
business that follows is essentially a description of the business of Techone.

Business
--------
Lexon Technologies, through its subsidiary, Techone Co. Ltd., designs,
develops, manufactures, sells and supports precision, high performance, Low
Temperature Cofired Ceramic ("LTCC") components, including foundry services
with a patented method for producing LTCC electronic components. The Company
offers products that are custom designed for automotive, telecommunications,
and semiconductor manufacturers' unique designs.

The Company acquired a majority interest in Techone in December 2004 because
of its LTCC patent, its prospective relationship with the semiconductor
business, and as a vehicle to help utilize the nanotechnology materials, in
the form of nanopowders, from its minority investments in NPC and G2K made
over the past two years.

With the acquisition of Techone, the transition has resulted in significant
additional expenses for legal, accounting and administrative services in
fiscal 2004. We were able to fund these costs from the sale of our common
stock.

During the acquisition process, the Company recognized the severity of the
demands being placed on Techone by its secured creditors.  The Company
understood that security interests were in place on the land, building and
approximately half of the production machinery, and that the threat of
foreclosure was imminent.  Numerous discussions were held with the secured
creditors seeking relief or extension of payment terms to no avail. The
Company also sought additional investment capital but was handicapped by the
inflexibility of the secured creditors.

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Anticipating the possible asset seizure, the Company determined that it might
be feasible to surrender the tangible assets of Techone through the seizure
process and then enter into either a leaseback or repurchase arrangement with
a potential new owner.  This possibility would allow Techone to continue its
development and preparation of new products.

On April 19, 2005, in the District Administrative Court in Pyeongtaek, Korea,
the tangible assets of Techone were auctioned to the highest bidder to satisfy
the interest of the secured creditors.  The result of the auction was the
transfer of the assets to an unrelated party, Mr. C.H. Cho, for the sum of
$3,162,000.  Per the relevant auction requirements, Mr. Cho paid a 10% deposit
with the balance amount due May 19, 2005.  The proceeds of the auction will be
distributed by the court to satisfy the secured creditors and as many
unsecured creditors as possible.

The Company is currently in discussions with Mr. Cho and management is
confident that these discussions will be fruitful.  If so, operations will
continue in the Pyeongtaek facility.  At this point, the Company expects to
reach an agreement that will require it to pay rent on the facilities.  The
Company is also negotiating with Mr. Cho to buy back some of the equipment
lost in the auction.

At this filing date, operations are essentially continuing until such time as
the above negotiations are completed and leaseback or other arrangements are
made.  However, the discussions below concerning the Company's products,
sales, manufacturing and other operational items must all be considered
prospective and may be subject to delays or outright cancellation if
negotiations are not successful.  In that event, the Company may not have
operations until such time as another operating business can be acquired.

Products
--------
The Company hopes to offer LTCC products that are custom designed for
automotive, telecommunications, and semiconductor manufacturers' unique
designs. The Company intends initially to work on perfecting an LTCC wafer
probe card for sale to Yulim and Samsung. A wafer probe card is used in the
testing of DRAM chips including DDR, RDRAM, SDRAM and EDRAM, static RAM chips,
NOR and NAND flash memory chips, serial data devices, chipsets,
microprocessors and microcontrollers.

The Company also intends to test Multi Layer High Frequency (MLHF) ceramic
modules; Antenna Switch Modules (ASM) and Front End Modules (FEM) for use by
Samsung in cellular telephones. In addition, an LTCC Electronic Control Unit
(ECU) for airbag sensors is also planned to undergo testing for Samsung
through an independent supplier.

Low Temperature Co-fired Ceramic (LTCC) technology can be defined as a way to
produce multilayer circuits by integrating LCR (inductors, capacitors and
resistors) to a single board. Each layer consists of a single sheet where
LCR's are embedded. These single sheets have to be laminated together and
fired in a one-step process. This process saves time, cost and reduces final
dimensions. Another great advantage is that each single layer can be inspected
and, in the case of inaccuracy or damage, be replaced before firing,
preventing the need to manufacture a whole set of layers.

Because they are lower resistive materials, silver and gold can be used
instead of the molybdenum and tungsten that is currently used in the industry
in the High Temperature or HTCC process. Among multilayer ceramic substrates,
the LTCC processing method has drawn a great deal of attention for its low
dielectric loss and relatively low firing temperature, which make it possible
to co-fire the embedded components such as resistors, capacitors and inductors

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with electrically high conductive traces such as gold, silver, and copper. In
HTCC (High Temperature Co-fired Ceramic) substrates, tungsten or molybdenum
replaces gold, silver, and copper to withstand the high combustion temperature
of around 1,200 degrees Centigrade.

Due to the comparatively lower electrical conductivity of these materials, the
HTCC method shows inferior electrical properties including signal delay and
higher cost. LTCC (Low Temperature Co-fired Ceramic) / LTCC-M (Low temperature
Co-fired Ceramic on Metal) technologies can be used to produce MCM (Multi-Chip
Module) or MCP (Multi-Chip Package) at temperatures below 1000 ?C.

In addition, the positive electrical property of low dielectric loss enables
the embedded passive elements to be smaller and thinner, enabling high density
embedding of the elements and stacking of more layers without the undesirable
parasitic effects. Few companies have succeeded in implementing this
technology yet worldwide.  Nearly 50 application areas are waiting for LTCC
technology, because LTCC enables multi-layer stacking, high density embedding,
fast signal transfer, and the decrease of parasitic capacitance, which is
essential to the high frequency over 2 GHz frequency bands.

Customers
---------
Techone's customers have included Yulim, and Samsung Electronics Co. These are
makers of semiconductor testing and measurement, and burn-in testing
companies. Samsung Electronics Co. also covers a wide variety of electronic,
automotive, and telecommunications business sectors.

Manufacturing
-------------
Techone has manufactured and hopes to be able to continue manufacturing its
products at its facilities in Pyeongtaek, Korea. See Business above.
Techone's proprietary manufacturing processes include slurry, casting, Via
hole punching, screen printing, laminating, and firing. The critical steps in
the this manufacturing process are performed in a clean room environment.

Raw Materials
-------------
Raw materials have been purchased from a single vendor, Mirae Sojae, in which
Techone holds a 10% equity interest. Techone expects to continue to rely on
this source for raw materials as they may be needed in the future.  See
Business above.

Research, Development and Engineering
-------------------------------------
The automotive, communications, and semiconductor industries are subject to
rapid technological change and new product introductions and enhancements.
Management believes that the Company will maintain its commitment to research
and development and timely introduction of new and enhanced LTCC solutions,
including development of proprietary LTCC substrates for various applications
in automobiles, semiconductor testing and measurement, and telecommunications
(for both wireless and optical communications). Subject to resolution of its
financial problems, the Company also intends to develop proprietary circuit
printing methods on ceramics.

Techone has and hopes to continue to invest considerable time and resources in
creating structured processes for undertaking, tracking and completing the its
development projects, and plans to implement those developments into new
product or technology offerings. If funding is available, the Company expects
to continue to allocate significant resources to these efforts and to use
automation and information technology to provide additional efficiencies in
Techone's research and development activities.

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Techone's research and development and product engineering activities are
directed by Dr. Seung Y. Park, who has been serving as Research Director since
December 2004. Prior to joining Techone, he worked as a consultant since 1999.
He was a visiting scholar in Department of Applied Chemistry at Keio
University, Japan from December 1997 to December 1998. From 1996 to 1998, he
was employed in Department of Materials & Science at Chonnam National
University. He worked at Solid State Division at Oak Ridge National Laboratory
from 1989 to 1995. Dr. Park holds a Ph.D. in Materials Science & Engineering
with minor in Physics from Vanderbilt University and a M.S. in Ceramic
Engineering from Clemson University.

Sales and Marketing
-------------------
Techone has sold and intends to continue to sell its products worldwide
primarily through its direct sales force. In the planning stages are the
implementation of distributor and independent sales representation as world
market expansion dictates. As of December 31, 2004, Techone had two
professionals devoted directly to sales.  Techone's marketing staff, located
in Pyeongtaek, Korea, plans to work closely with customers to understand their
businesses, anticipate trends and define products that will provide
significant technical and economic advantages to its customers.

The Company also plans to utilize a highly skilled team of engineers that
support Techone's customers as they integrate Techone's products into their
manufacturing processes. Through this process, management believes that the
Company will develop a close understanding of product and customer
requirements, accelerating its customers' production ramps.

Environmental Matters
---------------------
The Company is subject to U.S. federal and state and foreign governmental laws
and regulations relating to the protection of the environment. Management
believes that the Company complies with all material environmental laws and
regulations that apply.

In March 2005, the Company received notices from the Gyongeggi Provincial
government in the Republic of Korea regarding violations of certain
environmental regulations. Management is taking actions to correct the
violations.

In the future, the Company may receive environmental violation notices, and
final resolution of the violations identified by these notices could harm its
operating results. New laws and regulations, stricter enforcement of existing
laws and regulations, the discovery of previously unknown contamination at the
Company's sites, or the imposition of new cleanup requirements also could harm
the Company's operating results.

Competition
-----------
The highly competitive LTCC substrate markets in automotive, medical, and
telecommunications is comprised of many domestic and foreign companies, and
has historically been fragmented with many local suppliers servicing
individual customers. Current and potential competitors in the LTCC substrate
market include IMTech Ltd., Samsung Elctro-Mechanics Inc., Cerastack Ltd.,
Temen Technology Ltd., ADMT Co. Ltd., Korea First Microwave Co. Ltd., RN2
Technologies Co. Ltd., and ThinkCera Co. Ltd.

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The LTCC wafer probe card substrate market for semiconductor testing and
measurement in Korea is not as competitive. Therefore, it is integral to
putting the company on competitive position in Korea first before expansion
into world markets. NTK Technologies, Inc. of Japan is most formidable
competitor for probe card application in world markets.

In addition, the primary competitive factors in the Company's industry include
product quality and reliability, price, total cost of ownership, lead times,
the ability to provide prompt and effective customer service, field
applications support and timeliness of delivery.

Some of the Company's competitors are also suppliers of other types of test
equipment or other semiconductor equipment, or offer both advanced wafer probe
cards and needle probe cards, and may have greater financial and other
resources than the Company does. The Company expects that its competitors will
enhance their current products and may introduce new products that will be
competitive with the LTCC substrates. In addition, new competitors, including
test equipment manufacturers, may offer new technologies that reduce the value
of the Company's LTCC substrates.

Intellectual Property
---------------------
The Company's success depends in part upon its ability to maintain and protect
its proprietary technology and to conduct the Company's business without
infringing the proprietary rights of others. The Company relies on a
combination of patents, trade secret laws, trademarks and contractual
restrictions on disclosure to protect its intellectual property rights.

As of December 31, 2004, the Company had one issued patent in Korea. Through
reciprocating agreements with other governments, a patent from the Republic of
Korea is protected in the United Sates and the European Union for a period of
5 years while pending application in those countries. The expiration date of
this patent is in 2013. The issued patent cover the Company's core bonding
technology used in the manufacture of the LTCC substrates.

The Company cannot predict whether its current patent applications, or any
future patent applications that the Company may file, will result in a patent
being issued with the scope of the claims the Company seeks, or at all, or
whether any patents that the Company may receive will be challenged or
invalidated. Even if additional patents are issued, the Company's patents
might not provide sufficiently broad coverage to protect its proprietary
rights or to avoid a third party claim against one or more of its products or
technologies.

The Company has both registered and unregistered trademarks, including
Techone, and the Techone logo.

The Company routinely requires its employees, customers, suppliers and
potential business partners to enter into confidentiality and non-disclosure
agreements before the Company discloses to them any sensitive or proprietary
information regarding its products, technology or business plans. The Company
requires employees to assign to it proprietary information, inventions and
other intellectual property they create, modify or improve.

Legal protections afford only limited protection for the Company's proprietary
rights. Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of its products or to obtain
and use information that the Company regards as proprietary. Others might

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independently develop similar or competing technologies or methods or design
around the Company's patents. In the future, the Company might receive claims
that it is infringing intellectual property rights of others or that its
patents or other intellectual property rights are invalid. The Company has
received in the past, and may receive in the future, communications from third
parties inquiring about our interest in licensing certain of their
intellectual property or more generally identifying intellectual property that
may be of interest to the Company.

It is possible the Company will incur material expenses in defending its
intellectual property at issue. Litigation may be necessary to defend against
claims of infringement or invalidity, to determine the validity and scope of
the Company's proprietary rights or those of others, to enforce the Company's
intellectual property rights or to protect its trade secrets. If the Company
threatens or initiates litigation, the Company may be subject to claims by
third parties against which it must defend. Intellectual property litigation,
whether or not resolved in the Company's favor, is expensive and
time-consuming and could divert management's attention from running the
Company's business. If an infringement claim against the Company resulted in
an adverse ruling, the Company could be required to pay substantial damages,
cease the use or sale of infringing products, spend significant resources to
develop non-infringing technology, discontinue the use of certain technology
or obtain a license to the technology. Management cannot predict whether a
license agreement would be available, or whether the terms and conditions
would be acceptable to the Company. In addition, many of the Company's
customer contracts contain provisions that require the Company to indemnify
its customers for third party intellectual property infringement claims, which
would increase the cost to the Company of an adverse ruling in such a claim.
An adverse determination could also prevent the Company from licensing its
technologies and methods to others.

Employees
---------
As of December 31, 2004, the Company had 19 full-time employees. By region, 3
of the Company's employees were in North America and 16 in South Korea. No
employees are currently covered by a collective bargaining agreement. The
Company believes that its relations with its employees are good.

Available Information
---------------------
Our Internet website is located www.lexontech.com. Our subsidiary website is
www.techfirst.co.kr Please note that information on our website is not
incorporated by reference in this Annual Report on Form 10-KSB. We make
available free of charge on our website our annual report on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the Securities and Exchange Commission.

The public may also read and copy any materials that we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet website that contains reports, proxy and information statements and
other information regarding us and other issuers that file electronically with
the SEC. The SEC's Internet website is located at http://www.sec.gov.

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Trends, Risks and Uncertainties
-------------------------------
In addition to the disclosure above in the section entitled Business regarding
the seizure and auction of Techone's assets, you should carefully consider the
following risk factors as well as the other information in this Annual Report
on Form 10-KSB, in evaluating our business. If any of the following risks
actually occur, our business, financial condition and results of operations
would suffer. Accordingly, the trading price of our common stock would likely
decline and you may lose all or part of your investment in our common stock.
The risks and uncertainties described below are not the only ones we face.
Additional risks that we currently do not know about or that we currently
believe to be immaterial may also impair our business operations.

Assuming we are able to continue operating, our operating results are likely
to fluctuate, which could cause us to miss expectations about these results
and cause the trading price of our common stock to decline.

Our operating results are likely to fluctuate. As a result, we believe you
should not rely on period-to-period comparisons of our financial results as
indicator of our future performance. Some of the important factors that could
cause our revenues and operating results to fluctuate from period-to-period
include:

* customer demand for our products;
* our ability to deliver reliable, cost-effective products in a timely manner;
* the reduction, rescheduling or cancellation of orders by our customers;
* the timing and success of new product introductions and new technologies by
our competitors and us;
* our product and customer sales mix and geographical sales mix;
* changes in the level of our operating expenses needed to support our
anticipated growth;
* a reduction in the price or the profitability of our products;
* changes in our production capacity or the availability or the cost of
components and materials;
* our ability to bring new products into volume production efficiently;
* our relationships with customers and companies that manufacture
semiconductor test equipment;
* our ability to collect accounts receivable;
* seasonality, principally due to our customers' purchasing cycles;
* market conditions in our industry, the semiconductor industry and the
economy as a whole.

The occurrence of one or more of these factors might cause our operating
results to vary widely. If our revenues or operating results fall below the
expectations of market analysts or investors, the market price of our common
stock could decline substantially.

Cyclicality in the semiconductor industry historically can affect sales and
might do so in the future, and as a result we could experience reduced
revenues or operating results.

The semiconductor industry has historically been cyclical and is characterized
by wide fluctuations in product supply and demand. From time to time, this
industry has experienced significant downturns, often in connection with, or
in anticipation of, maturing product and technology cycles, excess inventories
and declines in general economic conditions. This cyclicality could cause our
operating results to decline dramatically from one period to the next. Our
business depends heavily upon the development of new semiconductors and
semiconductor designs, the volume of production by semiconductor manufacturers
and the overall financial strength of our customers, which, in turn, depend

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upon the current and anticipated market demand for 26 semiconductors and
products, such as personal computers, that use semiconductors. Semiconductor
manufacturers generally sharply curtail their spending during industry
downturns and historically have lowered their spending disproportionately more
than the decline in their revenues. As a result, if we are unable to adjust
our levels of manufacturing and human resources or manage our costs and
deliveries from suppliers in response to lower spending by semiconductor
manufacturers, our gross margin might decline and cause us to experience
operating losses.

If we do not keep pace with technological developments in the semiconductor
industry, our products might not be competitive and our revenues and operating
results could suffer.

We must continue to invest in research and development to improve our
competitive position and to meet the needs of our customers. Our future growth
depends, in significant part, upon our ability to work effectively with and
anticipate the testing needs of our customers, and on our ability to develop
and support new products and product enhancements to meet these needs on a
timely and cost-effective basis. Our customers' testing needs are becoming
more challenging as the semiconductor industry continues to experience rapid
technological change driven by the demand for complex circuits that are
shrinking in size and at the same time are increasing in speed and
functionality and becoming less expensive to produce. Our customers expect
that they will be able to integrate our wafer probe cards into any
manufacturing process as soon as it is deployed. Therefore, to meet these
expectations and remain competitive, we must continually design, develop and
introduce on a timely basis new products and product enhancements with
improved features. Successful product design, development and introduction on
a timely basis require that we:

* design innovative and performance-enhancing features that differentiate our
products from those of our competitors;
* transition our products to new manufacturing technologies;
* identify emerging technological trends in our target markets;
* maintain effective marketing strategies;
* respond effectively to technological changes or product announcements by
others; and
* adjust to changing market conditions quickly and cost-effectively.

We must devote significant research and development resources to keep up with
the rapidly evolving technologies used in semiconductor manufacturing
processes. Not only do we need the technical expertise to implement the
changes necessary to keep our technologies current, but we must also rely
heavily on the judgment of our management to anticipate future market trends.
If we are unable to timely predict industry changes, or if we are unable to
modify our products on a timely basis, we might lose customers or market
share. In addition, we might not be able to recover our research and
development expenditures, which could harm our operating results.

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If semiconductor memory device manufacturers do not continue the conversion to
300 mm wafers, our growth could be impeded.

The growth of our business for the foreseeable future depends in large part
upon sales of our wafer probe cards to manufacturers of dynamic random access
memory, or DRAM, and flash memory devices. The recent downturn in the
semiconductor industry caused various chip manufacturers to readdress their
respective strategies for converting existing 200 mm wafer fabrication
facilities to 300 mm wafer fabrication, or for building new 300 mm wafer
fabrication facilities. Some manufacturers have delayed, cancelled or
postponed previously announced plans to convert to 300 mm wafer fabrication.
We believe that the decision to convert to a 300 mm wafer fabrication facility
is made by each manufacturer based upon both internal and external factors,
such as:

* current and projected chip prices;
* projected price erosion for the manufacturer's particular chips;
* supply and demand issues;
* overall manufacturing capability within the manufacturer's target market(s);

One or more of these internal and external factors, as well as other factors,
including factors that a manufacturer may choose to not publicly disclose, can
impact the decision to maintain a 300 mm conversion schedule, to delay the
conversion schedule for a period of time, or to cancel the conversion. It is
also possible that the conversion to 300 mm wafers will occur on different
schedules for DRAM chip manufacturers and flash memory chip manufacturers. We
have invested significant resources to develop technology that addresses the
market for 300 mm wafers. If manufacturers of memory devices delay or
discontinue their current 300 mm wafer conversion, or make the transition more
slowly than we currently expect, our growth and profitability could be
impeded. In addition, any delay in large-scale adoption of manufacturing based
upon 300 mm wafers would provide time for other companies to develop and
market products that compete with ours, which could harm our competitive
position.

We manufacture all of our products at a single facility, and any disruption in
the operations of that facility could adversely impact our business and
operating results.

Our processes for manufacturing our LTCC substrates require sophisticated and
costly equipment and a specially designed facility, including a clean room. We
have manufactured all of products at one facility located in Pyeoungtaek,
Korea. As disclosed above, this facility has been subject to a seizure and
auction, although management hopes to successfully negotiate with the new
owner to continue using the facility.  Any other disruption in the operation
of that facility, whether due to contamination in our manufacturing process,
technical or labor difficulties, destruction or damage from fire or
earthquake, infrastructure failures such as power or water shortage or any
other reason, could further interrupt our manufacturing operations, impair
critical systems, disrupt communications with our customers and suppliers and
cause us to write off inventory and to lose sales. Further, past and potential
customers might not purchase our products if they perceive our current
situation will not be remedied shortly or that lack of an alternate
manufacturing facility will be a risk to their continuing source of supply.


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If we do not effectively manage changes in our business, these changes could
place a significant strain on our management and operations and, as a result,
our business might not succeed.

Our ability to grow successfully requires an effective planning and management
process. We plan to increase the scope of our operations and the size of our
direct sales force domestically and internationally. Our growth could place a
significant strain on our management systems, infrastructure and other
resources. To manage our growth effectively, we must invest the necessary
capital and continue to improve and expand our systems and infrastructure in a
timely and efficient manner. Those resources might not be available when we
need them, which would limit our growth. Our officers have limited experience
in managing large or rapidly growing businesses. In addition, the majority of
our management has no experience in managing a public company or communicating
with securities analysts and public company investors. Our controls, systems
and procedures might not be adequate to support a growing public company. If
our management fails to respond effectively to changes in our business, our
business might not succeed.

If we fail to attract, integrate and retain qualified personnel, our business
might be harmed.

Our future success depends largely upon the continued service of our key
management, technical, and sales and marketing personnel, and on our continued
ability to hire, integrate and retain qualified individuals, particularly
engineers and sales and marketing personnel in order to increase market
awareness of our products and to increase revenues. For example, in the
future, we might need technical personnel experienced in competencies that we
do not currently have or require. Competition for qualified individuals may be
intense, and we might not be successful in retaining our employees or
attracting new personnel. The loss of any key employee, the inability to
successfully integrate replacement personnel, the failure of any key employee
to perform in his or her current position or our inability to attract and
retain skilled employees as needed could impair our ability to meet customer
and technological demands. All of our key personnel in Korea are employees
at-will.

We may make acquisitions, which could put a strain on our resources, cause
ownership dilution to our stockholders and adversely affect our financial
results.

Integrating newly acquired businesses, products or technologies into our
company could put a strain on our resources, could be expensive and time
consuming, and might not be successful. Future acquisitions could divert our
management's attention from other business concerns and expose our business to
unforeseen liabilities or risks associated with entering new markets. In
addition, we might lose key employees while integrating new organizations.
Consequently, we might not be successful in integrating any acquired
businesses, products or technologies, and might not achieve anticipated
revenues and cost benefits. In addition, future acquisitions could result in
customer dissatisfaction, performance problems with an acquired company,
potentially dilutive issuances of equity securities or the incurrence of debt,
contingent liabilities, possible impairment charges related to goodwill or
other intangible assets or other unanticipated events or circumstances, any of
which could harm our business.

<PAGE>
<PAGE> 13

Assuming we are able to continue operations and sales, as part of our sales
process we could incur substantial sales and engineering expenses that do not
result in revenues, which would harm our operating results.

Our prospective customers generally expend significant efforts evaluating and
qualifying our products prior to placing an order. The time that such
customers require to evaluate and qualify our products is typically between
three and twelve months and sometimes longer. While potential customers are
evaluating our products, we might incur substantial sales, marketing, and
research and development expenses. For example, we typically anticipate
expending significant resources educating our prospective customers regarding
the uses and benefits of our products and developing products customized to
the potential customer's needs, for which we might not be reimbursed. Although
we commit substantial resources to our sales efforts, we might never receive
any revenues from a customer.

In addition, product purchases are frequently subject to delays, particularly
with respect to large customers for which our products may represent a small
percentage of their overall purchases. As a result, our sales cycles may be
unpredictable. If we incur substantial sales and engineering expenses without
generating revenues, our operating results could be harmed.

If we fail to protect our proprietary rights, our competitors might gain
access to our technology, which could adversely affect our ability to compete
successfully in our markets and harm our operating results.

If we fail to protect our proprietary rights adequately, our competitors might
gain access to our technology. Unauthorized parties might attempt to copy
aspects of our products or to obtain and use information that we regard as
proprietary. Others might independently develop similar or competing
technologies or methods or design around our patents. In addition, the laws of
many foreign countries in which we or our customers do business do not protect
our intellectual property rights to the same extent as the laws of the United
States.

We might be required to spend significant resources to monitor and protect our
intellectual property rights. In addition, many of our customer contracts
contain provisions that require us to indemnify our customers for third party
intellectual property infringement claims, which would increase the cost to us
of an adverse ruling in such a claim. An adverse determination could also
prevent us from licensing our technologies and methods to others.

Our failure to comply with environmental laws and regulations could subject us
to significant fines and liabilities, and new laws and regulations or changes
in regulatory interpretation or enforcement could make compliance more
difficult and costly.

We are subject to various and frequently changing U.S. federal, state and
local, and foreign governmental laws and regulations relating to the
protection of the environment, including those governing the discharge of
pollutants into the air and water, the management and disposal of hazardous
substances and wastes, the cleanup of contaminated sites and the maintenance
of a safe workplace. We could incur substantial costs, including cleanup
costs, civil or criminal fines or sanctions and third-party claims for
property damage or personal injury, as a result of violations of or
liabilities under environmental laws and regulations or non-compliance with
the environmental permits required at our facilities.

<PAGE>
<PAGE> 14

We will require additional capital to continue operations and support business
growth, and such capital might not be available.

We intend to continue to make investments to support business growth and will
require additional funds to respond to business challenges, which include
negotiations to retain use of our current facilities, the need to develop new
products or enhance existing products, enhance our operating infrastructure
and possibly acquire complementary businesses and technologies. Accordingly,
we may need to engage in equity or debt financing to secure additional funds.
Equity and debt financing, however, might not be available when needed or, if
available, might not be available on terms satisfactory to us. If we are
unable to obtain adequate financing or financing on terms satisfactory to us,
our ability to continue to recommence operations, support our business growth
and respond to business challenges could be significantly limited.

The Sarbanes-Oxley Act of 2002 and related changes in securities laws and
regulations are likely to increase our costs.

The Sarbanes-Oxley Act of 2002 that became law in July 2002, as well as new
rules and regulations subsequently implemented by the Securities and Exchange
Commission, have required changes to some of our corporate governance
practices. The Act also required us to implement additional disclosure and
financial controls. These rules and regulations have increased and will
continue to increase our legal and financial compliance costs, and to make
some activities more difficult, time consuming and/or costly. We also expect
these new rules and regulations to make it more difficult and more expensive
for us to obtain director and officer liability insurance, and we may be
required to accept reduced coverage or incur substantially higher costs to
obtain coverage. These new rules and regulations could also make it more
difficult for us to attract and retain qualified members of our board of
directors and qualified executive officers.

The concentration of our capital stock ownership with insiders will likely
limit your ability to influence corporate matters.

Our executive officers, directors, current 5% or greater stockholders and
entities affiliated with any of them together beneficially own a large
percentage of our outstanding common stock. As a result, these stockholders,
acting together, have substantial influence over all matters that require
approval by our stockholders, including the election of directors and approval
of significant corporate transactions. As a result, corporate actions might be
taken even if other stockholders, including you, oppose them. This
concentration of ownership might also have the effect of delaying or
preventing a change of control of our company that other stockholders may view
as beneficial.


<PAGE>
<PAGE> 15


                      ITEM 2. DESCRIPTION OF PROPERTIES
Facilities
----------
Lexon leases office space at 8 Corporate Park, Suite 300, Irvine, California
92606. The lease is month to month at a rate of $800 per month.  Lexon does
not anticipate requiring any additional space in the next six to twelve
months.

Techone has a manufacturing facility located in Pyeongtaek, Korea, including
land, a building and manufacturing equipment.  On April 19, 2005, most of
these assets were seized and sold at auction to satisfy secured creditors.
Management is currently negotiating with the acquirer for some kind of
leaseback or repurchase arrangement that would permit operations to continue
but no terms for such an arrangement have been reached at this filing date.


                            ITEM 3. LEGAL PROCEEDINGS

On April 19, 2005, in the District Administrative Court in Pyeongtaek, Korea,
the tangible assets of Techone, the Company's recently acquired majority owned
subsidiary, were auctioned to the highest bidder to satisfy the interest of
the secured creditors.  The result of the auction was the transfer of the
assets to an unrelated party, Mr. C.H. Cho, for the sum of $3,162,000.  Per
the relevant auction requirements, Mr. Cho paid a 10% deposit with the balance
amount due May 19, 2005.  The proceeds of the auction will be distributed by
the court to satisfy the secured creditors and as many unsecured creditors as
possible.


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

We did not submit any matters submitted to a vote of our securities holders
during the quarter ended December 31, 2004.


<PAGE>
<PAGE> 16
                                  PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The following table sets forth, for the respective periods indicated, the
prices of our Common Stock in the over the counter market as reported by a
market maker on the NASD'S OTC Bulletin Board (the "OTCBB") and the National
Quotation Bureau's Pink Sheets for the periods for which this report is being
filed.  Such over the counter market quotations are based on inter-dealer bid
prices, without markup, markdown or commission, and may not necessarily
represent actual transactions.

                                                   Bid Quotation
                                                   -------------
Fiscal Year 2004                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/04                    $ 0.30                $ 0.08
Quarter ended 9/30/04                     $ 0.12                $ 0.04
Quarter ended 6/30/04                     $ 0.20                $ 0.04
Quarter ended 3/31/04                     $ 0.29                $ 0.05

Fiscal Year 2003                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/03                    $ 0.20                $ 0.05
Quarter ended 9/30/03                     $ 0.22                $ 0.18
Quarter ended 6/30/03                     $ 0.53                $ 0.22
Quarter ended 3/31/03                     $ 0.85                $ 0.11

Fiscal Year 2002                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/02                    $ 0.85                $ 0.10
Quarter ended 9/30/02                     $ 0.94                $ 0.15
Quarter ended 6/30/02*
 4/1/02 to 5/29/02 (pre-split)            $ 0.15                $ 0.01
 5/29/02 to 6/30/02 (post-split)          $ 1.50                $ 0.15
Quarter ended 3/31/02                     $ 0.55                $ 0.01

* Our stock was subject to a 10 for 1 reverse split effective May 29, 2002 in
connection with our merger with Phacon Corporation, a private California
corporation.

Trading of our common stock has been limited or sporadic.  The number of our
shareholders of record at March 31, 2005 was approximately 325.

We have not paid any cash dividends to date and do not anticipate paying
dividends in the foreseeable future.

During the three month period ended December 31, 2004, we issued shares as
follows:

   In October 2004, we issued 4,000,000 shares of restricted common stock to
an accredited investor in a private placement for gross proceeds of
$1,000,000;

   In November 2004, we issued 2,370,000 shares of restricted common stock in
lieu of cash payment of outstanding debt totaling $237,000;

   In December 2004, we issued 6,125,000 shares of restricted common stock to
an accredited investor in a private placement for gross proceeds of $700,000.
Also in December, we issued 1,000,000 shares of restricted common stock to a
consultant who assisted in the private placements in October and December.

The shares issued in the foregoing transaction were issued in reliance on the
exemption from registration and prospectus delivery requirements of the Act
set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the
regulations promulgated thereunder.

<PAGE>
<PAGE> 17

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
This report may contain "forward-looking" statements.  Examples of forward-
looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of our management or Board of Directors; (c) statements of future economic
performance; (d) statements of assumptions underlying other statements and
statements about us and our business relating to the future; and (e) any
statements using the words "anticipate," "expect," "may," "project," "intend"
or similar expressions.

General
-------
Effective December 8, 2004, we acquired a majority control (90.16%) of Techone
Company, Ltd., a Republic of South Korea corporation ("Techone"), through an
investment of $1,585,000 financed through the sale of our restricted common
stock to two accredited investors.  Techone is a corporation that manufactures
and sells Low Temperature Cofired Ceramic (LTCC) components, including LTCC
wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED)
displays and related products for the semiconductor testing and measurement,
custom Printed Circuit Board (PCB), and cellular phone industries. The
manufacturing process is a patented method for producing low temperature
cofired ceramic electronic components.  We intend to operate Techone as a
majority-owned subsidiary and the business of Techone will be the operating
business of the Company going forward. However, most of Techone's assets were
seized and sold at auction on April 19, 2005 to satisfy certain secured
creditors.  Management is negotiating with the acquirer for a leaseback or
repurchase arrangement to allow the Company to continue operations and use the
Techone facilities but the outcome of the negotiations is not certain at this
time.

Results of Operations
---------------------
Year ended December 31, 2004 compared to year ended December 31, 2003
---------------------------------------------------------------------
Revenues.  We had no revenues for the years ended December 31, 2004 and 2003.
We anticipate revenues over the next fiscal year from the operation of
Techone, our newly acquired majority owned subsidiary and, at this filing
date, operations are continuing.  However, on April 19, 2005, the land,
building and approximately half of the manufacturing equipment were sold at
auction to satisfy certain secured creditors.  Management is negotiating with
the acquirer to enter into a leaseback or repurchase arrangement in order to
be able to continue operations and continue using the facilities. Therefore,
any anticipated revenues are subject to the successful outcome of these
negotiations.

Operating Expenses. Total expenses in 2004 were $909,089 compared to $610,724
in 2003. Expenses increased in 2004 primarily due to the travel, due diligence
and acquisition expenses for Techone, plus the addition of a bad debt
allowance expense for some loans to related parties that have been outstanding
for some time and for which collection appears unlikely. The bad debt expenses
include the following:

  1.  $7,769 loaned to Novabrite, LLC, a manufacturer and developer of
reflective products used in road construction and other safety applications.
J. Jehy Lah, our chairman, is also chairman and CEO of Novabrite, and Ben
Hwang, a former director, is the President.
  2.  $18,000 loaned to former directors Joshua Kim ($15,000) and Ben Hwang
($3,000).

The above loans were made by Phacon Corporation prior to the merger with Lexon
on May 29, 2002.  The loans are non-interest bearing and payable on demand.

<PAGE>
<PAGE> 18

All expenses in 2003 were associated with maintenance of minimal office
facilities, travel, due diligence and consulting expenses associated with the
search for a business opportunity, and legal and accounting expenses related
to our public filings.

Other Expense.  Other income for 2004 totaled $1,889, including interest
income and gain on forgiveness of debt from the conversion of a related party
note, offset by interest expense.  Other expense for 2003 totaled $1,084,
including interest expense and loss on sale of assets, offset by interest
income.

Net loss.  We had a net loss of $907,200 in 2004 or $0.04 per share compared
to $611,808 in 2003 or $0.03 per share.  Our net loss from inception through
December 31, 2004 is $2,514,698.

Liquidity and Capital Resources
-------------------------------
At December 31, 2004, we had a working capital deficit of $3,198,460.  Current
assets consisted primarily of advances to related parties of $268,407, a note
receivable from a related party, interest receivable, inventory, plus a small
amount of cash and cash equivalents and accounts receivable. The related
parties advances and receivable consist of the following:

  1.  During the year ended December 31, 2003, the Company loaned $167,000 to
a Republic of Korea entity called Nano Plasma Center Company, Ltd. (NPC)
pursuant to a debenture agreement.  The note matured on June 30, 2004, and is
currently past due.  Interest receivable on this note receivable at December
31, 2004 totaled $21,749.  Management of the Company is currently pursuing
collection of the entire amount of principal and interest and believes the
amount to be fully collectible.

  2.  Prior to the acquisition by the Company, Techone, which was a private,
Republic of Korea company, advanced funds to an officer totaling $268,407. Due
to the consolidation following the acquisition, this amount has been reported
as a related party advance.  Subsequent to the financial statements for the
period ended December 31, 2004, the entire amount was paid back to Techone.

At December 31, 2004, property and equipment consisted of buildings and
improvements, land, machinery and equipment and office equipment acquired with
Techone, plus a small amount of equipment owned by Lexon Technologies and
Lexon Korea, all totaling $2,852,279.  However, the assets acquired from
Techone were seized and sold at auction on April 19, 2005, as described above.

At December 31, 2004, other assets totaling $1,883,003 consisted primarily of
goodwill recorded as part of the Techone acquisition, along with some
investments and some deposits and other assets.

Current liabilities totaled $3,678,598 at December 31, 2004, consisting
primarily of notes payable of $1,635,603, accrued expenses of $1,106,824,
accounts payable of $564,611, accounts payable to related parties for
operating costs $313,560, and $58,000 in convertible notes payable.  At
December 31, 2004, we have recorded contingent liabilities totaling $460,874
which represent certain outstanding payables from pre-merger Lexon.  These
amounts include $274,610 in accrued payables to various creditors and $186,264
in accrued wages.  Although settlement of these liabilities is possible, we
may have to pay these amounts and have therefore determined to record these
liabilities as stated.

Cash used by operations in 2004 was $186,249, compared to $331,560 in the
prior year period.  We issued 250,000 shares of our common stock for services
and allowed accounts payable and accrued expenses to increase substantially in
order to have sufficient cash to defray due diligence and other expenses
incurred in connection with management's exploration of business opportunities
and the acquisition of Techone.

<PAGE>
<PAGE> 19

Cash used in investing activities in 2004 totaled $1,583,584 related to the
acquisition of Techone, compared to $401,138 in 2003, consisting of $250,000
invested in a Republic of Korea entity called Nano Plasma Center Company, Ltd
for a 3% ownership (30,000 shares) in that entity, $8,333 invested in a
separate Republic of Korea entity called G2K for a 3% ownership (20,000
shares) in that entity, equipment purchases of $2,020, and cash paid for
related party notes receivable of $167,785, offset by $27,000 cash received
from related party notes receivable.

In 2004, cash from financing activities totaled $1,758,000 including
$1,700,000 from the sale of common stock and $73,000 in proceeds from notes
payable, offset by $15,000 paid on notes payable.  In 2003, cash from
financing activities totaled $664,731 from the sale of common stock and
proceeds from related party notes.

In 2004 and 2003, our source of liquidity has been proceeds from the sale of
our common stock and notes payable to finance operations and business
activities.  In each year we incurred significant losses which have resulted
in an accumulated deficit of $2,514,698 at December 31, 2004, a working
capital deficit and limited internal financial resources.  Accordingly, the
report of the auditors includes a going concern qualification raising
substantial doubt about Lexon's ability to continue as a going concern. Our
management hopes to be able to raise additional funds to continue and sustain
operations of Techone through debt or equity financing.  Management estimates
that approximately $1,000,000 will be needed to accomplish these tasks, to
continue development and production activities and deploy a new and
invigorated sales and marketing effort.  Management hopes to obtain such
financing in the next 60 days but no commitments have been received to date.
If management is successful, the Company also intends to seek additional
longer term capital to continue to develop the business and also to pursue
acquisitions of other synergistic operating companies in order to develop
profitable operations.


                        ITEM 7.  FINANCIAL STATEMENTS

Our financial statements for the reporting period are set forth immediately
following the signature page to this form 10-KSB.


          ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                        ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our certified public accountants with
respect to accounting practices or procedures or financial disclosure.


                   ITEM 8A. CONTROLS AND PROCEDURES

Our principal executive and financial officer has participated with management
in the evaluation of effectiveness of the controls and procedures required by
paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act as of the
end of the period covered by this report.  Based on that evaluation, our
principal executive and financial officer believes that our disclosure
controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Exchange Act) are effective as of the end of the period covered by the
report.  There have been no changes in our internal controls that have
materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting during the period covered by this
report.

<PAGE>
<PAGE> 20

                               PART III

    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The names and ages of our current executive officers and directors and
the positions held by each of them are set forth below:

  Name                  Age   Position                     Dates Served
  ----                  ---   --------                     ------------
J. Jehy Lah              59   Chairman of the board        7/01 to present*
Kenneth J. Eaken         52   CEO, President, director     6/02 to present*
Kyu Hong Hwang           60   Director                     7/01 to present*

Mr. Eaken was an officer and director of Lexon prior to its merger with
Phacon.  The listed date for his service represents the post-merger entity.
Mr. Lah and Mr. Hwang have been directors since the inception of Phacon and
continued in that capacity following the merger.

All of our directors will hold office until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified.  The
term of office for each Officer is one year and until a successor is elected
at the annual meeting of the Board of Directors and is qualified, subject to
removal by the Board of Directors.  We will reimburse Directors for their
expenses associated with attending Directors' meetings.  However, Directors
have not, nor is it anticipated they will, receive any additional compensation
for attending Directors' meetings.

Biographical Information
------------------------
Set forth below is certain biographical information for each of our Officers
and Directors.

J. Jehy Lah, age 58, is the founder of Phacon Corporation and was elected
Chairman and Chief Executive Officer in July, 2001, upon incorporation of the
company (2001-present).  Mr. Lah has been in the import/export business for 29
years and served various companies in various capacities, including Vice
Chairman of NCR Korea, a joint venture between NCR Corporation (NYSE:NCR) and
Dongah Computers Corporation (1989-1992), Chairman and CEO of Dongah Group of
Companies (1990-1992), and Chairman and CEO of Novabrite, LLC (1999-present).
Mr. Lah joined Dongah Group of Companies in 1974, and was elected a Board
member in 1980 and Vice Chairman in 1989, while managing Dongah's
International operations from his California office (1974-1992).  He also
founded East-West Trading Company, an import/export company, in 1974, and has
been President and CEO ever since (1974-present).  He began his professional
career in 1973 with Korea Trade Promotion Corporation (KOTRA), after serving
in the Army for 3 years as the interpreter for Commanding Generals (1970-
1973).  Mr. Lah completed pre-medicine at University of Iowa in 1970, studied
marketing and management at University of Maryland in 1973, and attended an
Executive Program at the School of Business Administration, University of
Southern California in 1986.

Kenneth J. Eaken, age 51, was appointed as our President in February 2000, and
was appointed as Chairman and Chief Executive Officer in September 2000.  Mr.
Eaken has served as our Senior Vice President of Business Development since
joining the company in 1999. Prior to his association with the company, Mr.
Eaken served as President and Chief Executive Officer of MapLinx Corporation
(1991-1998), a marketing leader in retail desktop mapping software that is a
subsidiary of a public PC based computer Software Company. Previously, Mr.
Eaken's various executive management positions include his position as Vice
President of Marketing for Sweda Group, Inc. (1987-1991), an international

<PAGE>
<PAGE> 21

corporation, and Marketing Services Manager-International for the Official
Airline Guides (OAG)(1978-1987), owned by Dun and Bradstreet, Inc., and
AMR/American Airlines.  Mr. Eaken received his Bachelor of Science degree in
Marketing from Milton College (University of Wisconsin, 1973).

Kyu Hong Hwang, age 59, is a successful private investor currently engaged in
the ownership of Hongha restaurant in Seoul . As a private investor and
entrepreneur Mr. Hwang owned Choyung Industrial Corporation representing
Polaroid and Alcon in Korea. Mr. Hwang started his business career with Daewoo
in the office of planning and coordination. Prior to his military service form
1969-1972, Mr. Hwang received a Law degree from Yunsei University in 1968.

Audit Committee
---------------
The Company has not yet established an audit committee.  The board of
directors acts as the audit committee.

Code of Ethics
--------------
The Company has not adopted a Code of Ethics for its executive officers and
employees but is in the process of examining and considering one.


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
To the best of our knowledge, we believe  that under the SEC's rules for
reporting of securities transactions by directors and executive officers, all
required reports for its fiscal year ended December 31, 2004 were timely
filed.

<PAGE>
<PAGE> 22

                     ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid or accrued to our chief executive officer and each of its
other executive officers that received compensation in excess of $100,000
during such periods (as determined at December 31, 2004, the end of our last
completed fiscal year for which this report is being filed):

<TABLE>
<CAPTION>
                                                             Long Term Compensation
                                                             ----------------------

                     Annual Compensation                    Awards       Payouts
                                                Other      Restricted
Name and                                        Annual      Stock     Options  LTIP    All other
Principal Position Year  Salary       Bonus($) Compensation Awards   /SARs    Payout Compensation
------------------ ----  ------       -------- ------------ ------   -------  ------  ----------
<S>              <C>     <C>         <C>      <C>          <C>      <C>      <C>     <C>
J. Jehy Lah         2004  $135,000*     -0-       -0-         -0-      -0-      -0-       -0-
Chairman            2003  $135,000*     -0-       -0-         -0-      -0-      -0-       -0-
                    2002  $ 80,000*     -0-       -0-         -0-      -0-      -0-       -0-

Ken Eaken           2003  $125,000**    -0-       -0-         -0-      -0-      -0-       -0-
C.E.O.              2003  $125,000**    -0-       -0-         -0-      -0-      -0-       -0-
                    2002  $ 62,500**    -0-       -0-         -0-      -0-      -0-       -0-

*     $17,500 is being accrued from 2002 and all salary from 2003 and 2004 is being accrued.
**    $5,000 paid in 2004, all remaining salary compensation is being accrued.

</TABLE>

Bonuses and Deferred Compensation
---------------------------------
Accrued compensation in the table above reflects salary accrued but not paid.

Employment Agreements
---------------------
Ken Eaken signed an employment contract with Lexon in February 2000 which was
amended September 2000 upon his appointment as Chief Executive Officer.  The
contract was for a term of three years, automatically renewing for additional
one year terms subject to thirty days notice of termination.  On completion of
the merger with Phacon, Mr. Eaken was the only officer who continued as an
employee of the company.  At this filing date, Mr. Eaken's employment
agreement is the only written employment agreement in place, calling for
annual compensation of $125,000.

Since July 1, 2002, J. Jehy Lah has been accruing salary at an annual rate of
$135,000 per year, and a former director, Ben Hwang, has been accruing salary
at an annual rate of $85,000 per year, pursuant to a resolution of the board
of directors.  In fiscal 2003, Mr. Lah received payments of $50,000 towards
his accrued salary, and Mr. Hwang received payments of $44,936 towards his
accrued salary.  In fiscal 2004, Mr. Hwang received a payment of $10,000.

Compensation Pursuant to Plans
------------------------------
None.

Pension Table
-------------
Not Applicable.

<PAGE>
<PAGE> 23

Other Compensation
------------------
None.

Compensation of Directors
-------------------------
The directors are reimbursed for expenses incurred in connection with their
service as directors but are not otherwise compensated.

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------
Ken Eaken's employment agreement includes a termination provision which calls
for 30 days notice of termination and the payment of the balance of his salary
for the effective term as a severance.  Otherwise, there are no compensatory
plans or arrangements, including payments to be received from us, with respect
to any person named in the Executive Compensation set out above which would in
any way result in payments to any such person because of his resignation,
retirement, or other termination of such person's employment with us or our
subsidiary, or any change in our control, or a change in the person's
responsibilities following a change in our control.





<PAGE>
<PAGE> 24

  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2005 the name and address and
the number of shares of our Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by us
to own beneficially, more than 5% of the 34,183,778 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title of Class    Name and Address            Number of Shares     % of Class
--------------    ----------------            ----------------     ----------
Common Stock      J. Jehy Lah                     3,232,000(1)          9.45
                  2691 Richter Avenue, #124
                  Irvine, California 92606

Common Stock      Kenneth J. Eaken                2,576,260(2)          7.54
                  12131 Drujon Ln
                  Dallas, TX 75244

Common Stock      Ben Hwang                       2,366,250(3)          6.92
                  P.O. Box 17869
                  Irvine, CA 92623

Common Stock      Kyu Hong Hwang                  4,930,000            14.42
                  701 Kwanghwamoon, #145
                  Jongru-Ku, Seoul, Korea

Common Stock      Young Hee Lee                   6,125,000            17.92
                  #350-7 Woalgok-Dong
                  Pyeongtaek-Shi
                  Gyeonggi-Do, Korea

Common Stock      Kyoung Ho Lim                   4,000,000            11.70
                  #106-530 Apt. Hanbit-876
                  Binchun-Dong, Pyeongtaek-Shi
                  Gyeonggi-Do, Korea

Securities Ownership of Management
----------------------------------
Common Stock      J. Jehy Lah, Chairman                  -see above-

Common Stock      Kyu Hong Hwang, director               -see above-

Common Stock      Kenneth J. Eaken, director,            -see above-
                   President and C.E.O.
                                                  ---------            -----
Common Stock      Officers and Directors
                  As a Group (3 persons)         10,738,260            31.41
                                                 ==========            =====
-----------------------------------------
(1) Mr. Lah is the manager and controlling member of JSL Group, LLC, an entity
which holds 2,500,000 shares.  JSL also holds a 50% interest in PAC21C, LLC,
an entity which holds 1,465,000 shares.  Mr. Lah is also the manager of PAC21,
LLC.

(2) Mr. Eaken number includes shares representing his 25% membership interest
in PAC21C, LLC, an entity which holds 1,465,000 shares.

(3) Mr. Hwang is the manager and controlling partner of J&B Hwang, LLC, a
family limited liability company which holds 2,000,000 shares, and also has a
25% membership interest in PAC21C, LLC, an entity which holds 1,465,000
shares.


<PAGE>
<PAGE> 25

             ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as indicated below, and for the periods indicted, there were no
material transactions, or series of similar transactions, during the fiscal
years ended December 31, 2004 and 2003, or any currently proposed
transactions, or series of similar transactions, to which we are a party, in
which the amount involved exceeds $60,000, and in which any director or
executive officer, or any security holder who is known by us to own of record
or beneficially more than 5% of any class of our common stock, or any member
of the immediate family of any of the foregoing persons, has an interest.

Since July 2002, Mr. Lah is accruing salary at a rate of $135,000 per year
pursuant to an oral agreement terminable at will.

Effective July 1, 2002, Ben Hwang entered into an oral consulting agreement
with us calling for a payment of $85,000 over twelve months. Mr. Hwang was a
director until his resignation effective December 1, 2002.

During fiscal 2001, we loaned money to Novabrite, LLC, a manufacturer and
developer of reflective products used in road construction and other safety
applications.  J. Jehy Lah, our chairman, is also chairman and CEO of
Novabrite, and Ben Hwang, a former director, is the President.  At December
31, 2004 a loan balance of $7,769 is outstanding.  The loan is non-interest
bearing and payable on demand.  The loan was made by Phacon Corporation prior
to the merger with Lexon on May 29, 2002, and the company has since instituted
a policy prohibiting such related party loans.  The Company has recorded an
allowance for bad debt for the full amount of this loan since collection is
uncertain.

In fiscal 2002, we loaned money to former officers and directors Joshua Kim
and Ben Hwang.  At December 31, 2004 loan balances totaling $18,000 are
outstanding ($15,000 to Mr. Kim, $3,000 to Mr. Hwang).  The loans are non-
interest bearing and payable on demand.  The loans were made by Phacon
Corporation prior to the merger with Lexon on May 29, 2002, and the Company
has since instituted a policy prohibiting such related party loans. The
Company has recorded an allowance for bad debt for the full amount of these
loans since collection is uncertain.

During the year ended December 31, 2003, the Company received $167,000 from
Kyu Hong Hwang, one of our directors, pursuant to a convertible debenture
agreement.  The note included interest at 7.5% per annum and was to mature on
October 27, 2004.  An additional $40,000 was received from Mr. Hwang during
October 2003 and an additional $10,000 during June 2004 pursuant to two
separate convertible debenture agreements.  These notes also included interest
at 7.5% per annum and were to mature on October 27, 2004.  On November 10,
2004, the Company issued to Mr. Hwang a total of 2,370,000 shares of common
stock, valued at $0.10 per share, in full satisfaction of the $217,000
principal amount outstanding and accrued interest of $20,000.  As part of this
transaction, the Company recorded a gain on forgiveness of debt totaling
$19,872 for the remaining amount of accrued interest that was forgiven in the
transaction.

Prior to its acquisition by the Company, Techone has also advanced funds to an
officer totaling $268,407.  This amount is recorded on the consolidated
balance sheet as an advance to a related party, however, the advance occurred
in the private entity prior to its acquisition by the public company.  The
entire amount was paid back to the Company subsequent to December 31, 2004.

<PAGE>
<PAGE> 26
            ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                                        Page
-----------------                                                        ----
Independent Auditors' Report                                              28
Consolidated Balance Sheet as of December 31, 2004                        29
Consolidated Statements of Operations for the years ended December 31,    31
 2004 and 2003 and from inception (July 18, 2001) through December 31,
 2004
Consolidated Statements of Stockholders' Equity                           32
Consolidated Statements of Cash Flows for the years ended December 31,    34
 2004 and 2003 and from inception (July 18, 2001) through December 31,
 2004
Notes to Consolidated Financial Statements                                36

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:     None.

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:

Exhibit No.     Description
-----------     -----------
   31           Certification of Principal Executive and Financial Officer
                per Section 302 of the Sarbanes-Oxley Act of 2002

   32           Certification of Principal Executive and Financial Officer
                per Section 906 of the Sarbanes-Oxley Act of 2002

 (b) Reports on Form 8-K.

No reports Form 8-K were filed in the fourth quarter ended December 31, 2003.

                   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
                  Information required by Item 9(c) of Schedule 14A

  1) Audit Fees - The aggregate fees billed us for each of the last two fiscal
years for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of our quarterly financial
statements is $33,500 and $5,760, respectively.

  2) Audit-Related Fees. None.

  3) Tax Fees. None.

  4) All Other Fees. None.

  5) Not applicable.

  6) Not Applicable.


<PAGE>
<PAGE> 27

                                  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 TECHNOLOGIES, INC.

Date: April 26, 2005                  By /S/Kenneth J. Eaken, President,
                                      C.E.O. and Principal Accounting Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates stated.
                                      LEXON TECHNOLOGIES, INC.


Date: April 26, 2005                  By /S/J. Jehy Lah, Chairman of the
                                      Board of Directors

Date: April 26, 2005                  By /S/Kenneth J. Eaken, Director

Date: April 26, 2005                  By /S/Kyu Hong Hwang, Director


<PAGE>
<PAGE> 28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Lexon Technologies, Inc. and Subsidiaries
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Lexon
Technologies, Inc. and Subsidiaries (a development stage company) as of
December 31, 2004, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 2004 and
2003 and from inception on July 18, 2001 through December 31, 2004.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, audits of its
internal control over financial reporting.  Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting.  Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Lexon Technologies, Inc. and Subsidiaries (a development stage company) as
of December 31, 2004, and the consolidated results of their operations and
their cash flows for the years ended December 31, 2004 and 2003 and from
inception on July 18, 2001 through December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 2 to the
consolidated financial statements, the Company has a working capital deficit
and has suffered recurring losses to date, which raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 2.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.



/s/Chisholm Bierwolf & Nilson
Chisholm Bierwolf & Nilson, LLC
Bountiful, Utah
April 5, 2005





<PAGE>
<PAGE> 29

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet

ASSETS
                                                               December 31,
                                                                  2004
                                                               ----------
CURRENT ASSETS
 Cash and cash equivalents                                    $     7,001
 Accounts receivable (Note 1)                                         825
 Advances to related parties (Note 4)                             268,407
 Prepaid expenses                                                   1,022
 Inventory (Note 1)                                                14,134
 Interest receivable (Note 6)                                      21,749
 Note receivable - related party (Note 6)                         167,000
                                                               ----------
   Total Current Assets                                           480,138
                                                               ----------
PROPERTY AND EQUIPMENT, net (Notes 1 and 3)                     2,852,279
                                                               ----------
OTHER ASSETS
 Investments, recorded at cost (Note 7)                           261,667
 Investments, recorded under the equity method (Note 8)           115,111
 Goodwill (Note 1)                                              1,492,618
 Deposits and other assets                                         13,607
                                                               ----------
   Total Other Assets                                           1,883,003
                                                               ----------
TOTAL ASSETS                                                  $ 5,215,420
                                                               ==========







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

<PAGE>
<PAGE> 30

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                               December 31,
                                                                  2004
                                                               ----------
CURRENT LIABILITIES
 Accounts payable                                             $   564,611
 Accounts payable - related parties (Note 4)                      313,560
 Accrued expenses                                               1,106,824
 Convertible notes payable (Note 11)                               58,000
 Notes payable, current (Note 10)                               1,635,603
                                                               ----------
   Total Current Liabilities                                    3,678,598
                                                               ----------
LONG-TERM DEBT

 Notes payable (Note 10)                                          483,305
                                                               ----------
   Total Long-Term Debt                                           483,305
                                                               ----------
   Total Liabilities                                            4,161,903
                                                               ----------
CONTINGENT LIABILITIES (Note 5)                                   460,874
                                                               ----------
STOCKHOLDERS' EQUITY
 Common stock, par value $0.001 per share; authorized
  100,000,000 shares; 34,183,778 shares issued and outstanding     34,184
 Additional paid-in capital                                     3,066,839
 Other comprehensive income                                         6,318
 Deficit accumulated during the development stage              (2,514,698)
                                                               ----------
   Total Stockholders' Equity                                     592,643
                                                               ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                       $ 5,215,420
                                                               ==========










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

<PAGE>
<PAGE> 31

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations

                                                               From Inception
                                                              on July 18, 2001
                                          For the Years Ended       Through
                                               December 31,       December 31,
                                            2004         2003         2004
                                         ----------   ----------   ----------
REVENUES                                $         -  $         -  $         -
                                         ----------   ----------   ----------
EXPENSES
 Research and development                         -            -      405,000
 Selling, general and administrative        869,294      607,005    2,066,943
 Bad debt expense                            35,941            -       35,941
 Depreciation and amortization                3,854        3,719       10,756
                                         ----------   ----------   ----------
   Total Expenses                           909,089      610,724    2,518,640
                                         ----------   ----------   ----------
LOSS FROM OPERATIONS                       (909,089)    (610,724)  (2,518,640)
                                         ----------   ----------   ----------
OTHER INCOME (EXPENSE)
 Interest income                             13,538        6,145       22,820
 Other income                                 5,000        1,000        6,000
 Loss on sale of assets                           -       (1,134)      (1,134)
 Gain on forgiveness of debt (Note 11)       19,872            -       19,872
 Interest expense                           (36,521)      (7,095)     (43,616)
                                         ----------   ----------   ----------
   Total Other Income (Expense)               1,889       (1,084)       3,942
                                         ----------   ----------   ----------
NET LOSS                                   (907,200)    (611,808)  (2,514,698)
                                         ----------   ----------   ----------
OTHER COMPREHENSIVE INCOME
 Gain on foreign currency                     1,589        4,729        6,318
                                         ----------   ----------   ----------
NET COMPREHENSIVE LOSS                  $  (905,611) $  (607,079) $(2,508,380)
                                         ==========   ==========   ==========
BASIC LOSS PER SHARE                    $     (0.04) $     (0.03)
                                         ==========   ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               22,368,068   20,413,600
                                         ==========   ==========







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

<PAGE>
<PAGE> 32

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>

                                                                                                     Deficit
                                                                                     Accumulated    Accumulated
                                                          Additional                     Other      During the
                                     Common Stock           Paid-in    Subscription  Comprehensive  Development
                                 Shares        Amount       Capital     Receivable       Income        Stage
                              -----------   -----------   -----------   -----------   -----------   -----------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>
Balance, July 18, 2001                  -  $          -  $          -  $          -  $          -  $          -

July 2001 - stock issued for
 services at $0.001 per share  13,720,000        13,720             -             -             -             -

August 2001 - stock issued
 for cash at $0.25 per share    2,280,000         2,280       567,720      (220,000)            -             -

October 2001 - stock issued for
 technology at $0.25 per share  1,500,000         1,500       373,500             -             -             -

Net loss for the period ended
 December 31, 2001                      -             -             -             -             -      (522,180)
                              -----------   -----------   -----------   -----------   -----------   -----------
Balance, December 31, 2001     17,500,000        17,500       941,220      (220,000)            -      (522,180)

Receipt of subscription
 receivable                             -             -             -       220,000             -             -

April 2002 - stock issued to
 acquire Phacon Corporation
 (Note 1)                       1,648,778         1,649      (641,346)            -             -             -

September 2002 - stock issued
 for cash at $0.25 per share      280,000           280        69,720             -             -             -

December 2002 - stock issued
 for cash at $0.83 per share      120,000           120        99,880             -             -             -

Net loss for the year ended
 December 31, 2002                      -             -             -             -             -      (473,510)
                              -----------   -----------   -----------   -----------   -----------   -----------
Balance, December 31, 2002     19,548,778        19,549       469,474             -             -      (995,690)

January 2003 - stock issued
 for cash at $0.83 per share      240,000           240      199,760              -             -             -

March 2003 - stock issued
 for cash at $0.25 per share      840,000           840      209,160              -             -             -

December 2003 - stock issued
 for cash at $0.25 per share       60,000            60       14,940              -             -             -

Unrealized foreign
 exchange gain                          -             -             -             -         4,729             -
                              -----------   -----------   -----------   -----------   -----------   -----------
Net loss for the year ended
 December 31, 2003                      -             -             -             -             -      (611,808)
                              -----------   -----------   -----------   -----------   -----------   -----------

Balance, December 31, 2003     20,688,778  $     20,689  $    893,334  $          -  $      4,729  $ (1,607,498)
                              -----------   -----------    ----------   -----------   -----------   -----------
</TABLE>

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

<PAGE>
<PAGE> 33

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>

                                                                                                     Deficit
                                                                                     Accumulated    Accumulated
                                                          Additional                     Other      During the
                                     Common Stock           Paid-in    Subscription  Comprehensive  Development
                                 Shares        Amount       Capital     Receivable       Income        Stage
                              -----------   -----------   -----------   -----------   -----------   -----------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>

Balance, December 31, 2003     20,688,778  $     20,689  $    893,334  $         -   $      4,729  $ (1,607,498)


October 2004 - stock issued
 for cash at
 $0.25 per share                4,000,000         4,000       996,000             -             -             -

December 2004 - stock issued
 for cash at
 $0.11 per share                6,125,000         6,125       693,875             -             -             -

December 2004 - stock issued
 for services at
 $0.25 per share                1,000,000         1,000       249,000             -             -             -

December 2004 - stock issued
  in lieu of outstanding debt
  at $0.10 per share            2,370,000         2,370       234,630             -             -             -

Unrealized foreign exchange
 gain                                   -             -             -             -         1,589             -

Net loss for the year ended
  December 31, 2004                     -             -             -             -             -      (907,200)
                              -----------   -----------   -----------   -----------   -----------   -----------

Balance, December 31, 2004     34,183,778  $     34,184  $  3,066,839  $          -  $      6,318  $ (2,514,698)
                              ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>










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

<PAGE>
<PAGE> 34

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                  From Inception
                                                                                 on July 18, 2001
                                                          For the Years Ended      Through
                                                              December 31,        December 31,
                                                           2004         2003         2004
                                                        ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                               $  (907,200) $  (611,808) $(2,514,698)
Adjustments to reconcile net loss to net cash
 (used) in operating activities:
 Depreciation and amortization                               3,854        3,719       10,756
 Stock for services                                        250,000            -      263,720
 Stock for technology                                            -            -      375,000
 Bad debt expense                                           35,941            -       35,941
 (Gain) on forgiveness of debt                             (19,872)           -      (19,872)
Changes in assets and liabilities:
 Increase in other assets                                    4,901       (4,901)           -
 Increase in accounts receivable                                 -      (10,172)     (10,172)
 Increase in interest receivable                           (15,457)      (6,292)     (21,749)
 Change in currency conversion                               1,589        4,729        6,318
 Increase (decrease) in accounts payable
   and accrued expenses                                    459,995      293,165      733,366
                                                        ----------   ----------   ----------
   Net Cash (Used in) Operating Activities                (186,249)    (331,560)  (1,141,390)
                                                        ----------   ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Cash paid for property and equipment                            -       (2,020)     (13,277)
 Cash paid for related party notes receivables                   -     (167,785)    (235,554)
 Cash received from related party notes receivables              -       27,000       42,000
 Cash paid for investments                              (1,588,334)    (258,333)  (1,846,667)
 Cash placed into escrow                                         -            -     (150,000)
 Cash received from escrow                                       -            -      150,000
 Cash paid for note receivable                                   -            -     (200,000)
 Note receivable converted in acquistion                         -            -      200,000
 Cash received in acquisition                                4,750            -       39,158
                                                        ----------   ----------   ----------
   Net Cash (Used in) Investing Activities              (1,583,584)    (401,138)  (2,014,340)
                                                        ----------   ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Receipt of subscription receivable                              -            -      220,000
 Proceeds from related party notes                               -      239,731      239,731
 Proceeds from notes payable                                73,000            -       73,000
 Cash paid on notes payable                                (15,000)           -      (15,000)
 Cash received from issuance of common stock             1,700,000      425,000    2,645,000
                                                        ----------   ----------   ----------
   Net Cash Provided by Financing Activities             1,758,000      664,731    3,162,731
                                                        ----------   ----------   ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                         (11,833)     (67,967)       7,001
                                                        ----------   ----------   ----------
CASH AND CASH EQUIVALENTS AT BEG OF YEAR                    18,834       86,801            -
                                                        ----------   ----------   ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR               $     7,001  $    18,834  $     7,001
                                                        ==========   ==========   ==========

</TABLE>

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

<PAGE>
<PAGE> 35

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                  From Inception
                                                                                 on July 18, 2001
                                                          For the Years Ended      Through
                                                              December 31,        December 31,
                                                           2004         2003         2004
                                                        ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>

SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
 Interest                                              $         -  $         -  $         -
 Income taxes                                          $         -  $         -  $         -
Non-Cash Investing and Financing Activities
 Stock issued for technology                           $         -  $         -  $   375,000
 Stock issued for services                             $   250,000  $         -  $   263,720
 Stock issued in lieu of debt                          $   237,000  $         -  $   237,000


</TABLE>















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

<PAGE>
<PAGE> 36

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Organization

The consolidated financial statements presented are those of Lexon
Technologies, Inc. (Lexon), a wholly-owned subsidiary, Lexon Korea Corporation
(Lexon Korea), a wholly-owned subsidiary, Chicago Map Corporation (CMC), until
the dissolution of CMC during 2002 as mentioned below, and a majority-owned
subsidiary, Techone Company, Ltd. (Techone).  Collectively, they are referred
to herein as the (Company(.  Lexon was incorporated under the laws of the
State of Delaware on April 20, 1989 under the name of California Cola
Distributing Company, Inc.  The name was later changed to Rexford, Inc. on
October 1, 1992.  Effective July 21, 1999, the name of the Company was changed
from Rexford, Inc. to Lexon Technologies, Inc.

On July 21, 1999, Lexon acquired all of the issued and outstanding common
stock of CMC in exchange for 10,500,000 shares of common stock.  The shares
issued in the acquisition resulted in the owners of CMC having operating
control of Lexon immediately following the acquisition.  Therefore, for
financial reporting purposes, CMC was deemed to have acquired Lexon in a
reverse acquisition accompanied by a recapitalization.  The surviving entity
reflected the assets and liabilities of Lexon and CMC at their historical book
values and the historical operations of the Company were originally those of
CMC (prior to the reverse merger with Phacon Corporation as described below).

Effective July 25, 2001, certain secured creditors holding past due promissory
notes totaling $570,000, exercised their rights pursuant to a Security
Agreement dated November 18, 1999, to take possession of the assets of the
Company and to sell such assets at a private or public sale.  A public sale
was held on August 14, 2001 at which time, the secured creditors acquired the
assets of the Company in lieu of the outstanding note totaling $570,000.

During 2002, the State of Illinois effectively revoked the articles of
incorporation of CMC and CMC was dissolved.  The consolidated financial
statements include the operations of CMC for the year ended December 31, 2001
and for the period up until dissolution during 2002.  As of December 31, 2002,
the only remaining legal entity was Lexon Technologies, Inc.

On April 14, 2002, the Company entered into a merger agreement (effective May
29, 2002) with Phacon Corporation (Phacon) to acquire 100% of the outstanding
common stock of Phacon by issuing 17,500,000 (post-split) shares of common
stock.  As part of the agreement, the Company effected a 1 for 10 reverse
stock split.  The acquired shares of Phacon were entirely canceled leaving the
Company as the surviving entity.




<PAGE>
<PAGE> 37

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

a.  Organization (Continued)

This merger transaction has been accounted for in the consolidated financial
statements as a reverse acquisition.  As a result of this transaction, the
former shareholders of Phacon acquired or exercised control over a majority of
the shares of Lexon.  Accordingly, the transaction has been treated for
accounting purposes as a recapitalization of Phacon; therefore, these
consolidated financial statements represent a continuation of Phacon, not
Lexon, the legal survivor.  Phacon is treated as the survivor for accounting
purposes and Lexon is the survivor for legal purposes. The historical
financial statements presented are those of Phacon rather than Lexon.

On March 18, 2003, the Company incorporated a wholly-owned subsidiary in the
Republic of Korea named Lexon Korea Corporation for the purpose of entering
into potential business combinations with Korean operating entities.

Effective December 8, 2004, the Company acquired a majority control (90.16%)
of Techone Company, Ltd., a Republic of South Korea corporation, through an
investment of $1,585,000.  Techone is a corporation that manufactures and
sells Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer
probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and
related products for the semiconductor testing and measurement, custom Printed
Circuit Board (PCB), and cellular phone industries. The manufacturing process
is a patented method for producing low temperature cofired ceramic electronic
components.  The Company intends to operate Techone as a majority-owned
subsidiary and the business of Techone will be the operating business of the
Company going forward.  However, most of Techone's assets were seized and sold
at auction on April 19, 2005 to satisfy certain secured creditors.  Management
is negotiating with the acquirer for a leaseback or repurchase arrangement to
allow the Company to continue operations and use the Techone facilities but
the outcome of the negotiations is not certain at this time. Pursuant to the
purchase of Techone by the Company, the Company recorded goodwill of
$1,492,618.

b.  Accounting Methods

The Company(s consolidated financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31 year end.

c.  Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.

d.  Principles of Consolidation

The consolidated financial statements include the accounts of Lexon
Technologies, Inc., its wholly-owned subsidiary, Lexon Korea Corporation, its
wholly-owned subsidiary, Chicago Map Corporation up until the date of its
dissolution, and its majority-owned subsidiary, Techone Company, Ltd.  All
material intercompany accounts and transactions have been eliminated in the
consolidation.


<PAGE>
<PAGE> 38

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003


NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

e.  Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period.  In these financial statements, assets,
liabilities and expenses involve extensive reliance on management(s estimates.
Actual results could differ from those estimates.

f.  Basic (Loss) Per Share

The computations of basic (loss) per share of common stock are based on the
weighted average number of common shares outstanding during the period of the
consolidated financial statements.  Common stock equivalents, consisting of
stock options and warrants, have not been included in the calculation as their
effect is antidilutive for the periods presented.
                                  December 31,
                               2004         2003
                            ----------   ----------
Numerator - (loss)         $  (907,200) $  (611,808)

Denominator - weighted
 average number of
 shares outstanding         22,368,068   20,413,600
                            ----------   ----------
Loss per share             $     (0.04) $     (0.03)
                            ==========   ==========
g.  Property and Equipment

Property and equipment is recorded at cost.  Major additions and improvement
are capitalized.  The cost and related accumulated depreciation of equipment
retired or sold are removed from the accounts and any differences between the
undepreciated amount and the proceeds from the sale are recorded as gain or
loss on sale.  Depreciation is computed using the straight-line method over
the estimated useful life of the assets as follows:

Description                    Estimated Useful Life
-----------                    ---------------------
Buildings and improvements        30 years
Machinery and equipment           10 years
Computer equipment                 3 years
Automobiles                        5 years
Office and other equipment         5 years

Depreciation expense for the years ended December 31, 2004 and 2003 was $3,854
and $3,719, respectively.

<PAGE>
<PAGE> 39

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

g.  Property and Equipment (Continued)

In accordance with Financial Accounting Standards Board Statement No. 144, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount.  At December 31, 2004, no impairments were recognized.

h.  Accounts Receivable

Accounts receivable are shown net of an allowance for doubtful accounts of $0
at December 31, 2004.

i. Inventory

Raw materials are stated at the lower of cost (on a first-in, first-out basis)
or market.  The inventory at December 31, 2004 consists of raw materials used
in the assembly and production of the electronic components.

j.  Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the
seller's price to the buyer is fixed or determinable, collectibility is
reasonably assured and delivery has occurred.  As such, the Company recognizes
revenues for its products generally when the product is shipped and title
passes to the buyer.  There are no multi-deliverables or product warranties
requiring accounting recognition.

k.  Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $3,025,000 that will be offset against
future taxable income.  These NOL carryforwards begin to expire in the year
2021.  No tax benefit has been reported in the consolidated financial
statements because the Company believes there is a 50% or greater chance the
carryforwards will expire unused.

Deferred tax asset and the valuation account is as follows at December 31,
2004:

Deferred tax asset:

NOL carryforward          $1,149,500
Valuation allowances      (1,149,500)
                           ---------
     Total                $        -
                           =========

<PAGE>
<PAGE> 40

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

l.  Functional Currency & Foreign Currency Translation

For the Company's foreign subsidiaries, the functional currency has been
determined to be the local currency.  In accordance with the Statement of
Financial Accounting Standard No. 52, Foreign Currency Translation, the assets
and liabilities are translated at year-end exchange rates, and operating
statement items are translated at average exchange rates prevailing during the
year.  The resultant cumulative translation adjustments to the assets and
liabilities are recorded as other comprehensive income (loss) as a separate
component of stockholders' equity.  Exchange adjustments resulting from
foreign currency transactions are included in the determination of net income
(loss).  Such amounts are immaterial for all years presented.

In accordance with Statement of Financial Accounting Standards No. 95,
"Statement of Cash Flows," cash flows from the Company's foreign subsidiaries
are calculated based upon the local currencies.  As a result, amounts related
to assets and liabilities reported on the consolidated statements of cash
flows will not necessarily agree with changes in the corresponding balances on
the consolidated balance sheets.

Since the subsidiary's financial statements must be translated into U.S.
Dollars, major changes in the currency exchange rate between the foreign
denominations and U.S. Dollars may have a significant impact on the operations
of the Company.  Although the Company does not anticipate the currency
exchange rate to be significantly different over the next 12 months, no such
assurances can be given.

m. Goodwill

Goodwill represents the excess of cost over fair value of net assets acquired
through acquisitions. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 142 issued in June 2001, goodwill recorded by the
Company has not been amortized and will be evaluated on an annual basis, or
sooner if deemed necessary, in connection with other long-lived assets, for
potential impairment.

n.  Newly Adopted Pronouncements

On December 16, 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which is an amendment to SFAS No. 123, Accounting for Stock-Based
Compensation. This new standard eliminates the ability to account for
share-based compensation transactions using Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
generally requires such transactions to be accounted for using a
fair-value-based method and the resulting cost recognized in our financial
statements. This new standard is effective for awards that are granted,
modified or settled in cash in interim and annual periods beginning after June
15, 2005. In addition, this new standard will apply to unvested options
granted prior to the effective date. The Company will adopt this new standard
effective for the fourth fiscal quarter of 2005, and has not yet determined
what impact this standard will have on its financial position or results of
operations.

<PAGE>
<PAGE> 41

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

n.  Newly Adopted Pronouncements (Continued)

In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment
of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to
require treatment as current period charges. . . ." This Statement requires
that those items be recognized as current-period charges regardless of whether
they meet the criterion of "so abnormal." In addition, this Statement requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. This statement is
effective for inventory costs incurred during fiscal years beginning after
June 15, 2005. Management does not believe the adoption of this Statement will
have any immediate material impact on the Company.

NOTE 2 -GOING CONCERN

The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has historically incurred significant
losses which have resulted in an accumulated deficit of $2,514,698 at December
31, 2004, a working capital deficit of approximately $3,200,000, and limited
internal financial resources.  These factors combined, raise substantial doubt
about the Company's ability to continue as a going concern.  The Company was
able to raise an additional $1,700,000 through the issuance of common stock
during the year ended December 31, 2004 which was used primarily for the
acquisition of Techone.  As discussed in Notes 9 and 15, the majority of
Techone's assets were seized and sold at auction on April 19, 2005 to satisfy
certain secured creditors. Management is negotiating with the acquirer for a
leaseback or repurchase arrangement to allow the Company to continue
operations and use the Techone facilities but the outcome of the negotiations
is currently unknown. The accompanying consolidated financial statements do
not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty.  It is the intent of
management to continue to raise additional funds to sustain operations and to
pursue acquisitions of operating companies in order to generate future profits
for the Company.

NOTE 3 -PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31, 2004:

Building and improvements          $ 1,368,434
Land                                   455,436
Machinery and equipment                943,499
Automobiles                              9,815
Computer equipment                       8,990
Office and other equipment              76,861
Accumulated depreciation               (10,756)
                                    ----------
Total property and equipment       $ 2,852,279
                                    ==========

<PAGE>
<PAGE> 42

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 4 -RELATED PARTY TRANSACTIONS

The Company has loaned $7,769 to a company which shares a common officer.  The
amount is non-interest bearing and payable upon demand. The Company has also
loaned an additional $18,000 to certain officers and employees of the Company.
These amounts are also non-interest bearing and payable upon demand.
Management of the Company has recorded an allowance for bad debts against the
full amount of these loans as of December 31, 2004, since collection is
currently uncertain.

Prior to the acquisition by the Company, Techone, which was a private,
Republic of Korea company, advanced funds to an officer totaling $268,407. Due
to the consolidation following the acquisition, this amount has been reported
as a related party advance.  Subsequent to the financial statements for the
period ended December 31, 2004, the entire amount was paid back to Techone.

The Company also has been advanced funds totaling $313,560 at December 31,
2004 from certain officers of the Company and other related individuals which
funds have been used for operating costs.  These amounts are non-interest
bearing and payable on demand.

NOTE 5 -COMMITMENTS AND CONTINGENCIES

The Company has reserved and recorded certain contingent liabilities totaling
$460,874 which represents certain outstanding payables from its predecessor
company that are significantly old.  Management is currently uncertain as to
whether or not the amounts will be paid in the future.  It is reasonably
possible, however, that the Company will have to pay the amounts and to be
conservative, management has recorded these debts as contingent liabilities.
The amount is broken out as follows:

Accrued payables to various creditors       $  274,610
Accrued wages                                  186,264
                                             ---------
Total Contingent Liabilities                $  460,874
                                             =========

The Company has also entered into an employment agreement with its President
for annual compensation of $125,000.  In addition, the Company has agreed,
pursuant to a Board resolution, to pay a separate officer annual compensation
of $135,000 and an employee $85,000 per year.  The majority of these amounts
have been accrued by the Company beginning July 1, 2002 and will be paid once
the Company has adequate cash.  Total accrued wages as of December 31, 2004
was $1,009,362.

NOTE 6 -NOTE RECEIVABLE - RELATED PARTY

During the year ended December 31, 2003, the Company loaned $167,000 to a
Republic of Korea entity called Nano Plasma Center Company, Ltd. (NPC)
pursuant to a debenture agreement.  The note receivable bears interest at 7.5%
per annum, matured on June 30, 2004, and is currently past due.  Interest
receivable on this note receivable at December 31, 2004 totaled $21,749.
Management of the Company is currently pursuing collection of the entire
amount of principal and interest and believes the amount to be fully
collectible.

<PAGE>
<PAGE> 43

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 7 - INVESTMENTS RECORDED AT COST

Effective April 2, 2003, Lexon Korea invested a total of $250,000 for an
initial approximate three percent (3%) ownership (30,000 shares) in a Republic
of Korea entity called Nano Plasma Center Company, Ltd.  The investment has
been recorded at the Company(s initial cost of $250,000.

During 2003 and 2004, Lexon Korea invested a total of $11,667 for an initial
approximate three percent (3%) ownership (20,000 shares) in a separate
Republic of Korea entity called G2K.  The investment has been recorded at the
Company(s initial cost of $11,667.

NOTE 8 - INVESTMENT RECORDED UNDER THE EQUITY METHOD

During 2003, Techone invested a total of $125,967 into a Korean company called
Mirae Sojae Company, and acquired a total of 30,000 shares of common stock,
representing a 10% interest.  The investment is being recorded under the
equity method of accounting under which the Company's share of the net income
(loss) will be recognized as income (loss) in the Company's statement of
operations and added (deducted) to the investment account.  Any distributions
received are deducted from the investment account.  During 2003 and prior to
the Company's acquisition of Techone during December 2004, Techone had
recorded a loss on this investment of $10,856 representing the Company's share
of the 2003 and 2004 loss for Mirae Sojae Company, reducing the investment to
$115,111.  The Company has recorded the investment at this acquired value of
$115,111 at December 31, 2004.




<PAGE>
<PAGE> 44

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 9 - NOTES PAYABLE

Notes payable consisted of the following at December 31, 2004:

Notes payable for two automobiles, principal and interest
 due monthly at rates of 8.20% to 10.0%, mature from
 May 2004 to August 2005, secured by the vehicles.                $     5,554

Note payable to a bank in Korea, interest at
  6.15% per annum, due in March 2004,
  secured by assets of the Company, currently
  in default (see note below).                                      1,480,524

Note payable to an individual, interest at
  7.5% per annum, due December 31, 2004, currently
  in default, unsecured.                                               20,000

Notes payable to a bank in Korea, interest at
  19,0% per annum, due in February 2004, secured
   by assets of the Company, currently in default.                     38,664

Note payable to a bank in Korea, interest at
  8.00% per annum, due in March 2004,
  secured by assets of the Company, currently in default.              48,330

Note payable to a bank in Korea, interest at
  9.65% per annum, due in January 2004,
  secured by assets of the Company, currently in default.              42,531

Note payable to a bank in Korea, interest at
6.09% per annum, due in August 2011,
  secured by assets of the Company.                                   483,305
                                                                   ----------
Total Notes Payable                                                 2,118,908

Less: Current Portion                                              (1,635,603)
                                                                   ----------
Long-Term Notes Payable                                           $   483,305
                                                                   ==========

The aggregate principal maturities of notes payable are as follows:

    Year Ended
    December 31,              Amount
    -----------             ----------
      2005                 $ 1,635,603
      2006                           -
      2007                           -
      2008                           -
      2009                           -
      2010 and thereafter      483,603
                            ----------
      Total                $ 2,118,908
                            ==========


<PAGE>
<PAGE> 45

Note: The Korean bank who is the largest creditor on the notes payable listed
above (owed $1,480,524 at December 31, 2004), was able to foreclose on the
Company's assets through an auction process in Korea on April 19, 2005,
including its building and improvements, land, machinery, and other equipment,
in order to repay its past due note payable. Management is negotiating with
the acquirer for a leaseback or repurchase arrangement to allow the Company to
continue operations and use the Techone facilities but the outcome of the
negotiations is not certain at this time (See also Note 15).

NOTE 10 - OTHER COMPREHENSIVE INCOME

The Company reports other comprehensive income in accordance with Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS No. 130").  SFAS No. 130 establishes standards for reporting in the
financial statements all changes in equity during a period, except those
resulting from investments by and distributions to owners.  The cumulative
effect of foreign currency translation adjustments from South Korean Won to
U.S. dollars, which is included in other comprehensive income in the
stockholders' equity section, consisted of the following:

                                                  December 31,
                                                2004         2003
                                             ----------   ----------
Balance, beginning of year                  $     4,729  $         -

Effect of currency exchange rate changes          1,589        4,729
                                             ----------   ----------
Balance, end of year                        $     6,318  $     4,729
                                             ==========   ==========

<PAGE>
<PAGE> 46

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003

NOTE 11 - CONVERTIBLE NOTES PAYABLE

During the year ended December 31, 2003, the Company received $167,000 from a
director of the Company pursuant to a convertible debenture agreement.  The
note included interest at 7.5% per annum and was to mature on October 27,
2004.  An additional $40,000 was received from the director during October
2003 and an additional $10,000 during June 2004 pursuant to two separate
convertible debenture agreements.  These notes also included interest at 7.5%
per annum and were to mature on October 27, 2004.  On November 10, 2004, the
Company issued to this director a total of 2,370,000 shares of common stock,
valued at $0.10 per share, in full satisfaction of the $217,000 principal
amount outstanding and accrued interest of $20,000.  As part of this
transaction, the Company recorded a gain on forgiveness of debt totaling
$19,872 for the remaining amount of accrued interest that was forgiven in the
transaction.

Also during the year ended December 31, 2003, the Company received $30,000
from an unrelated party pursuant to a convertible debenture agreement.  The
note bears interest at 7.5% per annum, matured on September 9, 2004, and is
currently considered past due.  The note is convertible into 30,000 shares of
the Company(s common stock at $1.00 per share at any time upon the election of
the Company and/or the holder, up until the maturity date. Total interest
payable on this note totaled $2,837 as of December 31, 2004.

During the year ended December 31, 2004, the Company received $28,000 from an
unrelated party pursuant to a convertible debenture agreement.  The note bears
interest at 7.5% per annum, and matures on October 30, 2005.  The note is
convertible into 112,000 shares of the Company(s common stock at $0.25 per
share at any time upon the election of the Company and/or the holder, up until
the maturity date. Total interest payable on this note totaled $357 as of
December 31, 2004.

NOTE 12 -2000 NON-QUALIFIED STOCK OPTION PLAN

On September 14, 2000, the Company adopted a 2000 Non-Qualified Stock Option
Plan (the (Plan() under which options to acquire stock of the Company may be
granted from time to time to employees and consultants of the Company or its
subsidiaries.  Under the Plan, a total of 250,000 (post-split) shares of
common stock may be subject to, or issued pursuant to, options granted under
the terms of the Plan.  The exercise price of each option issued under the
Plan shall be determined by the Board of Directors on the date of grant.  The
Board also determines the term, restrictions on vesting and exercise dates
although the term cannot exceed 5 years.

Pursuant to the Plan, the Company issued a total of 134,500 (post-split)
options to a consultant of the Company during the year ended December 31,
2000.  The options were exercisable at $2.50 per share. A total of 103,000
(post-split) of the granted options were exercised during 2000 for a total of
$257,500 and the remaining options expired unexercised on September 12, 2002.




<PAGE>
<PAGE> 47

LEXON TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2004 and 2003


NOTE 13 - STOCK TRANSACTIONS

On January 17, 2003, the Company issued 120,000 shares of common stock to a
private investor at $0.835 per share for total proceeds of $100,000.

On January 31, 2003, the Company issued 120,000 shares of common stock to a
private investor at $0.835 per share for total proceeds of $100,000.

On March 28, 2003, the Company issued 840,000 shares of common stock to a
related party at $0.25 per share for total proceeds of $210,000.

On December 26, 2003, the Company issued 60,000 shares of common stock to a
private investor at $0.25 per share for total proceeds of $15,000.

On October 22, 2004, the Company issued 4,000,000 shares of common stock to a
private investor at $0.25 per share for total proceeds of $1,000,000.

On December 1, 2004, the Company issued 6,125,000 shares of common stock to a
private investor at $0.11 per share for total proceeds of $700,000.  Also on
December 1, 2004, the Company issued 1,000,000 shares of common stock to a
consultant who assisted the Company in raising the $1,700,000 during 2004, as
previously described.

On November 10, 2004, the Company issued 2,370,000 shares of common stock in
lieu of outstanding debt totaling $237,000 as described in Note 7.

NOTE 14 -FINANCIAL INSTRUMENTS

The recorded amounts for financial instruments, including cash equivalents,
receivables, investments, accounts payable and accrued expenses, and long-term
debt approximate their market values as of December 31, 2004.  The Company has
no investments in derivative financial instruments.

NOTE 15 - SUBSEQUENT EVENT

On April 19, 2005, in the District Administrative Court in Pyeongtaek, Korea,
the tangible assets of Techone were auctioned to the highest bidder to satisfy
the interest of the secured creditors.  The result of the auction was the
transfer of the assets to an unrelated party, Mr. C.H. Cho, for the sum of
$3,162,000.  Per the relevant auction requirements, Mr. Cho paid a 10% deposit
with the balance amount due May 19, 2005.  The proceeds of the auction will be
distributed by the court to satisfy the secured creditors and as many
unsecured creditors as possible.

The Company is currently in discussions with Mr. Cho and management is
confident that these discussions will be fruitful.  If so, operations will
continue in the Pyeongtaek facility.  At this point, the Company expects to
reach an agreement that will require it to pay rent on the facilities.  The
Company is also negotiating with Mr. Cho to buy back some of the equipment
lost in the auction.