<PAGE> 1
                                 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, 2001
                                     -----------------
  [ ] 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

13237 Montfort Drive, #205, Dallas, Texas                   75240
-----------------------------------------                 ----------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, including area code (972)386-6054
                                               --------------
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.    [X]


<PAGE>
<PAGE> 2

  State issuer's revenues for its most recent fiscal year: $274,987

  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
11, 2002, of $0.025 per share, the market value of shares held by
nonaffiliates would be $137,301, based on 5,492,040 shares.  As of May 2001,
Lexon's stock is traded only in the pink sheets and 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 11, 2002, Lexon had 15,872,561 shares of common stock issued
and 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


<PAGE>
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                                    PART I.

                       ITEM 1. DESCRIPTION OF BUSINESS

General
-------
OUR ASSETS WERE SEIZED DUE TO DEFAULT ON A LOAN AGREEMENT AND SOLD AT PUBLIC
AUCTION IN AUGUST 2001 (SEE NOTE 1 "SUMMARY OF ACCOUNTING POLICIES", part a.
Organization" TO THE FINANCIAL STATEMENTS INCLUDED IN THIS REPORT), SO THAT AT
DECEMBER 31, 2001, WE HAD NO BUSINESS OPERATIONS. RECENTLY, OUR MANAGEMENT
OBTAINED SOME CONDITIONAL BRIDGE FINANCING FROM AN UNAFFILIATED THIRD-PARTY
AND WE ARE SEEKING TO SETTLE OUR OUTSTANDING DEBTS AND BECOME CURRENT IN OUR
PERIODIC REPORTING OBLIGATIONS UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.

(a) Previous Business Activities
    ----------------------------
LEXON Technologies, Inc., together with its wholly-owned subsidiary, Chicago
Map Corporation ("Chicago Map"), was a developer and distributor of mapping
and geographic data technologies. We developed mapping software, including
high-quality vector map displays, geocoding, data compression, and other
related software programs and components. Our mission was to develop advanced,
state-of-the-art solutions that aid in the rapid and cost-efficient deployment
of Geographic Information System ("GIS") products for businesses and
consumers.

(b)  Current Business Activities
     ----------------------------
Since the sale of our assets in August 2001, our management has been seeking
potential business acquisition or opportunities to enter in an effort to
recommence business operations.  We do not propose to restrict our search for
a business opportunity to any particular industry or geographical area and
may, therefore, engage in essentially any business in any industry.  We have
unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic
conditions, and other factors.

The selection of a business opportunity in which to participate is complex and
risky. Additionally, as we have only limited resources, it may be difficult to
find good opportunities.  There can be no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders. We will select any potential
business opportunity based on our management's business judgment.

Our activities are subject to several significant risks which arise primarily
as a result of the fact that we have no specific business and may acquire or
participate in a business opportunity based on the decision of our management
which potentially could act without the consent, vote, or approval of our
shareholders.  The risks we face are further increased as a result of our lack
of resources and our inability to provide a prospective business opportunity
with significant capital.

We have received bridge financing from Phacon Corporation ("Phacon"), a
private California corporation engaged in research and development of
fluorescent dimming devices.  Phacon is interested in pursuing a business
combination with us.  We have engaged in discussions and completed some due
diligence, but have not signed a definitive agreement.  Based on a letter of
understanding executed between us and Phacon on January 2, 2002, Phacon has
loaned us money to settle some of our outstanding liabilities and bring our
SEC filings current.

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The terms of the letter of understanding are incorporated in a bridge loan
note (the "Note"). The material terms of the Note include a total loan amount
of $200,000, of which we have already received $150,000.  The $150,000 was
deposited in an escrow account, and the balance of $50,000 is to be deposited
with us prior to April 30, 2002.  Disbursement of funds from the escrow
account has been restricted to payments for legal and accounting fees to bring
our SEC reporting obligations current, and for settlement of some of our
outstanding indebtedness.  The Note bears interest at a rate of 4.5% per year,
with the entire loan amount plus any accrued interest convertible either upon
consummation of an agreement for a business combination, or upon the failure
to reach an definitive agreement by April 30, 2002.  However, the conversion
feature of the Note is not effective until the entire $200,000 is deposited
with us.  The Note will be issued when the balance payment has been received.
Until the April 30, 2002 deadline, we have agreed not to negotiate with any
other parties concerning a potential business combination.

Competition
-----------
Until such time as we complete an acquisition or business combination, we will
be unable to evaluate the type and extent of our likely competition. We are
aware that there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates.  We may be in
direct competition with these other public companies in our search for
business opportunities.

                      ITEM 2. DESCRIPTION OF PROPERTIES
Facilities
----------
Since August 2001, our President has utilized his home address as our business
address at no cost to us. Our business address is 13237 Montfort Drive, #205,
Dallas, Texas 75240.


                            ITEM 3. LEGAL PROCEEDINGS

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 our assets 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 essentially
all of our assets in lieu of the outstanding note totaling $570,000.  Since
the seizure and sale of our assets, we have had no operations and have been
negotiating settlements with our remaining creditors.


        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 fiscal year ended December 31, 2001.

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                                  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") 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.  On May 24, 2001, our
Common Stock was delisted from the OTCBB for failure to timely file our annual
report.  We have filed this report and intend to file subsequent additional
reports in an effort to remain current in our reporting obligations so that we
may obtain relisting on the OTCBB.

                                                   Bid Quotation
                                                   -------------
Fiscal Year 2001                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/01                  $ 0.15                $ 0.005
Quarter ended 9/30/01                     $ 0.01                $ 0.01
Quarter ended 6/30/01                     $ 0.12                $ 0.05
Quarter ended 3/31/01                     $ 0.46                $ 0.12

Fiscal Year 2000                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/30/00                    $ 1.37                $ 0.15
Quarter ended 9/30/00                     $ 1.50                $ 0.15
Quarter ended 6/30/00                     $ 2.00                $ 1.50
Quarter ended 3/31/00                     $ 2.75                $ 1.12

Fiscal Year 1999                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/30/99                    $ 5.25                $ 2.00
Quarter ended 9/30/99                     $ 7.00                $ 0.02
Quarter ended 6/30/99                     $ 0.09                $ 0.02
Quarter ended 3/31/99                     $ 0.10                $ 0.02



Since May 2001, when our stock was delisted from the OTCBB any trading of our
common stock has been limited or sporadic.

The number of our shareholders of record March 11, 2002 was approximately 130.

We have not paid any cash dividends to date and do not anticipate paying
dividends in the foreseeable future. 
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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 our plans and
objectives or the plans and objectives of our management or Board of
Directors; (c) statements of our future economic performance; (d) statements
of assumptions underlying other statements and statements about us and our
potential business relating to the future; and (e) any statements using the
words "anticipate," "expect," "may," "project," "intend" or similar
expressions.

General
-------
OUR ASSETS WERE SEIZED DUE TO DEFAULT ON A LOAN AGREEMENT AND SOLD AT PUBLIC
AUCTION IN AUGUST 2001 (SEE NOTE 1 "SUMMARY OF ACCOUNTING POLICIES", part a.
Organization" TO THE FINANCIAL STATEMENTS INCLUDED IN THIS REPORT), SO THAT AT
DECEMBER 31, 2001, WE HAD NO BUSINESS OPERATIONS. RECENTLY, OUR MANAGEMENT
OBTAINED SOME CONDITIONAL BRIDGE FINANCING FROM AN UNAFFILIATED THIRD-PARTY
AND WE ARE SEEKING TO SETTLE OUR OUTSTANDING DEBTS AND BECOME CURRENT IN OUR
PERIODIC REPORTING OBLIGATIONS UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  (SEE ITEM 1. "DESCRIPTION OF BUSINESS,
Current Business Activities" IN THIS REPORT). OUR MANAGEMENT IS NOW EXPLORING
POSSIBLE BUSINESS OPPORTUNITIES OR COMBINATIONS ALTHOUGH NO DEFINITIVE TERMS
OR AGREEMENTS HAVE BEEN ENTERED INTO.  THEREFORE, THE DISCUSSION BELOW OF OUR
RESULTS OF OPERATIONS FOR PRIOR YEARS WILL NOT HAVE A DIRECT CORRELATION WITH
NOR BE RELEVANT TO OUR PROPOSED FUTURE OPERATIONS.

Results of Operations
---------------------
Year ended December 31, 2001 compared to year ended December 31, 2000
---------------------------------------------------------------------
Revenues.  Net sales in 2001 were $274,987 with cost of sales of $5,835 and a
gross margin of $269,152.  Net sales in 2000 were $730,210 with cost of sales
of $17,672 and a gross margin of $712,538.  The decrease in sales in 2001 is
due to the fact that our operations were winding down and we did not have
funds to aggressively market our products.

Operating Expenses. Total operating expenses in 2001 were $510,050 compared to
total operating expenses in 2000 of $2,436,126.  The large decrease in our
total operating expenses in 2001 was due to primarily to reductions in
staffing and marketing expenses, and the elimination of research and
development due to lack of funds.

Other Expense.  Other income for 2001 totaled $482,602, consisting of interest
expense and debt issue costs of $46,892, offset by a recorded gain on
disposition of our assets of $529,494.  Other expense for 2000 totaled
$51,280.  In 2000, interest expense and debt issue costs of $167,871 and loss
on disposition of assets of $70,808 were offset by debt forgiveness of $36,942
on settlement of a lease obligation (see Note 3), and settlement of a lawsuit
of $150,000 (see Note 1m).

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<PAGE> 7

Net loss.  We recorded net income of $241,704 for 2001 or $0.02 per share
based on a weighted average of 15,872,561 common shares outstanding, due to
the recorded gain on disposition of our assets.  Net loss for 2000 was
$1,774,868 or $0.13 per share based on a weighted average of common shares
outstanding of 14,061,353.  The net income in 2001 has little significance
going forward because it comes from the sale of all of our operating assets.

Liquidity and Capital Resources
-------------------------------
At December 31, 2001, we had a working capital deficit of $1,311,498.  Current
assets consisted of cash of $555.  Current liabilities included accounts
payable of $673,321, accrued interest of $42,067, accrued wages of $324,386,
other accrued expenses of $7,279, and notes payable to related parties of
$265,000.  We funded our limited operations in 2001 through sales revenues and
delaying payments on accounts payable and allowing other expenses to accrue.

At December 31, 2001, all of our property and equipment, and furniture and
fixtures had been sold, as described above.

Cash from operations in 2001 was $29,336, primarily due to the gain on sale of
assets, offset by increases in accounts payable and accrued expenses.  Cash
used in operations in 2000 was $220,559, consisting primarily of debt issue
costs, software costs expensed as research and development, exercise of stock
options for services, loss on disposition of assets and increase in accounts
payable and accrued expenses.  The software costs expensed in 2000 were the
result of management's assessment that computer software the costs of which
were capitalized in 1999 had no future value.  In 2000, we also delayed or
extended payment on accounts payable and accrued expenses in order to meet
short term cash requirements.

In 2001, we had no cash to expend on investing activities.  In 2000, cash used
in investing activities was $129,117 in 2000 and consisted primarily of
payments on computer software, offset by proceeds from the sale of fixed
assets.

In 2001, cash used by financing activities consisted of $5,000 in principal
payments under related party notes, and $30,654 cash lost in the seizure of
our assets.  In 2000, cash flows from financing activities totaled $335,657
consisting of an advance from a stockholder and the issuance of common stock,
offset by payments on a  capital lease and principal payments on related party
notes issued previously.

In 2001 and 2000, our revenues and financing activities were not adequate to
offset our expenses by a wide margin.  In 2001 and 2000, we incurred
significant losses which have resulted in an accumulated deficit of $2,636,504
at December 31, 2001, 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.  At December 31, 2001, our management had reached debt
settlements with certain related party shareholders whereby $223,000 in notes
payable, $68,672 in accrued interest and $209,574 in accrued distributions
were satisfied with a total payment of $200 cash.  Through recent bridge
financing, we have been able to settle a substantial portion of its
outstanding debt (see Note 12), and our management hopes to be able to find
additional sources of funding and/or a possible business opportunity or
combination in order to recommence operations during fiscal 2002, although no
definitive terms or agreements for funding or a business combination have been
reached.  We intend to include additional information regarding management's
efforts in subsequent reports.

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                        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

Our prior accountant is no longer performing audits on public companies.
See Current Report on Form 8-K, as amended, dated May 30, 2001, filed with the
Commission on August 3, 2001.

On February 8, 2002, we appointed Chisholm & Associates as our certified
public accountant. See Current Report on Form 8-K, dated February 8, 2002,
filed with the Commission on February 12, 2002.

Our reports on the financial statements for any of the past two years
(December 31, 2001 and December 31, 2000) did not contain an adverse opinion
or disclaimer of opinion or was qualified as to audit scope or accounting
principles.

We have had no disagreements with our certified public accountants with
respect to accounting practices or procedures or financial disclosure.  See
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

<PAGE>
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                             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
  ----                  ---   --------                     ------------
Kenneth J. Eaken         48   CEO, President, director     9/00 to present
Steven J. Peskaitis      26   Vice President, director     7/99 to present
Paris Karahalios         45   Vice President, director     7/99 to 6/01

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 and other key personnel.

Kenneth J. Eaken.  Kenneth J. Eaken.  Mr. Eaken 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 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).


Steven J. Peskaitis.  Mr. Peskaitis was appointed as our Senior Vice President
of Business Development in February, 2000. An entrepreneur since age 15, Mr.
Peskaitis is the co-founder of Chicago Map Corporation, which was incorporated
in 1992 and became our wholly owned subsidiary in July, 1999. Mr. Peskaitis is
a visionary with an extensive history in the development and design of mapping
software. His well established presence within the GIS industry provided
Chicago Map Corporation the opportunity for the National Atlas Project.


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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
Our Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in connection
therewith, directors, officers, and beneficial owners of more than 10% of our
Common Stock are required to file on a timely basis certain reports under
Section 16 of the Exchange Act as to their beneficial ownership of our Common
Stock.  We believe to the best of our knowledge 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, 2001 were timely
filed.


                     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, 2001, 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>
Ken Eaken           2001  $125,000*     -0-       -0-         -0-      -0-      -0-       -0-
C.E.O. 9/00         2000  $121,160*     -0-       -0-         -0-      -0-      -0-       -0-

Anthony Perino      2001  $ -0-         -0-       -0-         -0-      -0-      -0-       -0-
C.E.O. 2/00 to 9/00 2000  $ -0-         -0-       -0-         -0-      -0-      -0-       -0-

Steven Peskaitis    2001  $35,000**     -0-       -0-         -0-      -0-      -0-       -0-
C.E.O. to 2/00      2000  $65,400**     -0-       -0-         -0-      -0-      -0-       -0-
                    1999  $76,800**     -0-       -0-         -0-    456,996    -0-       -0-

Paris Karahalios    2001  $ 60,000***   -0-       -0-         -0-      -0-      -0-       -0-
Vice-president      2000  $120,000***   -0-       -0-         -0-      -0-      -0-       -0-
                    1999  $ 95,000***   -0-       -0-         -0-    743,000    -0-       -0-

*    Includes $83,328 of accrued compensation in 2001 and $31,936 in 2000.
**   Includes $17,500 of accrued compensation in 2001, $15,600 in 1999 and $21,650 in 2000.
***   Includes $30,000 of accrued compensation in 2001, $5,000 in 1999 and $32,500 in 2000.

</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 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.  At March 2002, the date
this report is being filed, this agreement is the only employment agreement
still outstanding, calling for annual compensation of $125,000, and expiring
in April 19, 2003.

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

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

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

Compensation of Directors
-------------------------
None.

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.




                              
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  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 10, 2002* 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 15,872,561 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.  Beneficial ownership numbers and
calculation of % of class assume the exercise of any outstanding options and
warrants and the concomitant increase in the number of outstanding shares.

*This table has been updated to the most recent practical date prior to
filing.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title of Class    Name and Address            Number of Shares     % of Class
--------------    ----------------            ----------------     ----------
Common Stock      Anthony Perino                  7,551,500(1)         47.58
                  720 Plainfield Rd., #200
                  Willowbrook, IL 60521

Common Stock      Steven J. Peskaitis               831,996(2)          5.09
                  609 Coneflower Dr.
                  Romeoville, IL 60446

Common Stock      Paris Karahalios                1,473,800(3)          8.87
                  10 Ashford Lane
                  Andover, MA 01810

Common Stock      Kenneth J. Eaken                  843,100(4)          5.07
                  12131 Drujon Ln
                  Dallas, TX 75244

Common Stock      David Schulz                    1,068,300(5)          6.59
                  64 Heather Row
                  Tewksbury, MA 01876

Common Stock      Miller Capital Group            1,024,999(6)          6.48
                  4909 East McDowell Rd.
                  Phoenix, AZ 85008

Securities Ownership of Management
----------------------------------
Common Stock      Steven J. Peskaitis, director     831,996(2)          5.09
                   and Vice-president

Common Stock      Paris Karahalios, director      1,473,800(3)          8.87

Common Stock      Kenneth J. Eaken, director,       843,100(4)          5.07
                   President and C.E.O.
                                                  ---------            -----
Common Stock      Officers and Directors
                  As a Group (3 persons)          3,148,896            17.67
                                                  =========            =====
-----------------------------------------
footnotes appear on page following

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<PAGE> 13

(1) includes 2,001,700 shares held in a voting trust with Mr. Perino as
trustee and 149,800 shares held in the Perino Trust of which Mr. Perino may be
considered to exercise beneficial ownership.

(2) includes options for the purchase of 80,500 shares at $0.50 per share, and
376,496 shares at $2.80 per share, exercisable until 7/21/09.

(3) includes options for the purchase of 115,500 shares at $0.50 per share,
and 627,500 shares at $2.80 per share, exercisable until 7/21/09.

(4) includes options for the purchase of 115,500 shares at $0.50 per share,
and 627,500 shares at $2.80 per share, exercisable until 7/21/09.

(5) includes options for the purchase of 52,500 shares at $1.25 per share, and
285,000 shares at $2.80 per share, exercisable until 7/21/09.

(6) includes warrants for the purchase of 25,000 shares at $2.50 per share,
exercisable until 8/10/04.
<PAGE>
<PAGE> 14

             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, since the beginning
of our fiscal year ended December 31, 2000, 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.

On February 9, 2000, we engaged Wolowicki & Associates, L.L.C, of which Jerome
J. Wolowicki, a former director and officer, is a principal, to provide us
with consulting services.  Mr. Wolowicki resigned as a director and officer in
August 2000.

On February 9, 2000, we issued 1,000,000 shares of our common stock to Anthony
Perino, a former officer and director, in exchange for $250,000 under the
terms of a Stock Purchase Agreement, dated February 9, 2000, by and among
Lexon, Steven J. Peskaitis and Mr. Perino. In addition, we issued to Mr.
Perino a warrant to purchase up to an additional 4,100,000 shares of our
common stock. The warrants are exercisable at prices from $0.25 per share to
$0.50 per share and expire at certain times between September 1, 2000 and
August 9, 2001. In connection with this warrant, we entered into a
Registration Rights Agreement which provides Mr. Perino with demand and piggy-
back registration rights with respect to the shares of our common stock
subject to the warrants. We issued the securities in the foregoing transaction
in reliance on the exemption from registration available under Section 4(2) of
the Securities Act of 1933.

On March 26, 2000, we issued a warrant to purchase 100,000 shares of our
common stock at an exercise price of $0.50 per share to Mark Scharmann. This
warrant was issued in connection with Mr. Scharmann's extension of the term of
an Interim Loan Agreement, dated as of March 26, 1999, between Mr. Scharmann
and us. Under the Interim Loan Agreement, we borrowed $100,000 at an annual
interest rate of 12% for a term of three months. In connection with the
Interim Loan Agreement, Mr. Scharmann took a security interest in our accounts
receivable and 250,000 shares of our common stock owned by one of our
officers, that were placed into escrow. The warrant vested immediately and was
exercisable for a period of 18 months and included piggyback registration
rights. We issued the securities in the foregoing transaction in reliance on
the exemption from registration available under Section 4(2) of the Securities
Act of 1933.

On March 10, 2000, we issued a warrant to purchase 50,000 shares of our common
stock at an exercise price of $0.50 per share to John McLean. This warrant was
issued in connection with Mr. McLean's extension of the term of an Interim
Loan Agreement, dated as of July 10, 1999, between us and Mr. McLean. Under
the Interim Loan Agreement, we borrowed $50,000 at an annual interest rate of
12% with a term of four months. The warrant vested immediately and was
exercisable for a period of 18 months and included piggyback registration
rights. We issued the securities in the foregoing transaction in reliance on
the exemption from registration available under Section 4(2) of the Securities
Act of 1933.

On May 11, 2000, we issued 400,000 shares of our restricted commo stock to
Anthony Perino in exchange for $100,000, under the terms of a Stock Purchase
Agreement, dated  February 9, 2000, by and among us, Steven J. Peskaitis and
Mr. Perino. We issued the securities in the foregoing transaction in reliance
on the exemption from registration available under Section 4(2) of the
Securities Act of 1933.

<PAGE> 15

In September 2000, we issued an option to acquire 1,345,000 shares of our
common stock at an exercise price of $0.25 per share to Dennis Blomquist, a
former officer and director, in connection with a consulting agreement.  Mr.
Blomquist resigned as one of our officers and directors in July 1999 in
connection with our reorganization with Chicago Map Corporation. Mr. Blomquist
presented us invoices aggregating $257,500 towards the exercise of 1,030,000
options in the period ended December 31, 2000. We issued the securities in the
foregoing transaction in reliance on the exemption from registration available
under Section 4(2) of the Securities Act of 1933.

In December 2001, we settled debt to Steve Peskaitis and Stan Peskaitis,
whereby $223,000 in notes payable, $68,672 in accrued interest and $209,574 in
accrued distributions were satisfied with payment of $200.  See Note 10 to the
financial statements.

In January and February 2002, we issued a total of 650,000 shares to two
creditors, Mark Scharmann (250,000 shares) and Wolowicki and Associates
(400,000) pursuant to settlements agreements. We issued the securities in the
foregoing transaction in reliance on the exemption from registration available
under Section 4(2) of the Securities Act of 1933.


<PAGE>
<PAGE> 16

            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                                              18
Consolidated Balance Sheet as of December 31, 2001                        19
Consolidated Statements of Operations for the years ended December 31,
 2001 and 2000                                                            20
Consolidated Statements of Stockholders' Equity                           21
Consolidated Statements of Cash Flows for the years ended December 31,
 2001 and 2000                                                            22
Notes to Consolidated Financial Statements                                24

 (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 10. Letter of Understanding by and between Lexon Technologies, Inc.
and Phacon Corporation.

 (b) Reports on Form 8-K.

No reports Form 8-K were filed in the fourth quarter ended December 31, 2001.

On August 3, 2001, Lexon filed a Current Report on Form 8-K, as amended,
reporting that Lexon's prior accountant is no longer performing audits on
public companies.

On February 12, 2002, Lexon filed a Current Report on Form 8-K, reporting the
appointment of Chisholm & Associates as its certified public accountant.

<PAGE> 17
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

                                      LEXON TECHNOLOGIES, INC.


Date: March 29, 2002                  By /S/Kenneth J. Eaken, President,
                                      C.E.O. and Principal Accounting Officer




<PAGE>
<PAGE> 18


INDEPENDENT AUDITORS' REPORT


The Board of Directors
Lexon Technologies, Inc. and Subsidiary


We have audited the accompanying consolidated balance sheet of Lexon
Technologies, Inc. and Subsidiary as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity (deficit), and
cash flows for the years ended December 31, 2001 and 2000.  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 auditing standards generally
accepted in the United States of America.  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.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes
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 Subsidiary as of December 31, 2001, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 2001 and 2000, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 11 to
the consolidated financial statements, the Company has minimal assets and has
suffered recurring losses to date, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans with regard to
these matters are also described in Note 11.  The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.


/S/Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
March 25, 2002

<PAGE>
<PAGE> 19

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Balance Sheet

ASSETS


                                                                 December 31,
                                                                     2001
                                                                 ------------
CURRENT ASSETS
 Cash                                                           $         555
                                                                 ------------
   Total Current Assets                                                   555
                                                                 ------------
TOTAL ASSETS                                                    $         555
                                                                 ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable                                               $     673,321
 Accrued interest                                                      42,067
 Accrued wages                                                        324,386
 Other accrued expenses                                                 7,279
 Notes payable, related parties                                       265,000
                                                                 ------------
   Total Current Liabilities                                        1,312,053
                                                                 ------------
STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, par value $0.001 per share; authorized
  100,000,000 shares; issued and outstanding 15,872,561
  shares                                                               15,873
 Additional paid-in capital                                         1,309,133
 Accumulated deficit                                               (2,636,504)
                                                                 ------------
   Total Stockholders' Equity (Deficit)                            (1,311,498)
                                                                 ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            $         555
                                                                 ============








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

<PAGE>
<PAGE> 20

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Statements of Operations


                                                             For the
                                                           Year Ended
                                                           December 31,
                                                         2001         2000
                                                      ----------   ----------
NET SALES                                            $   274,987  $   730,210

COST OF SALES                                              5,835       17,672
                                                      ----------   ----------
GROSS MARGIN                                             269,152      712,538
                                                      ----------   ----------
EXPENSES
 Selling, general and administrative                     501,348    1,897,185
 Research and development                                      -      458,835
 Depreciation and amortization                             8,702       80,106
                                                      ----------   ----------
   Total Expenses                                        510,050    2,436,126
                                                      ----------   ----------
(LOSS) BEFORE OTHER INCOME (EXPENSE)                    (240,898)  (1,723,588)
                                                      ----------   ----------
OTHER INCOME (EXPENSE)
 Interest income                                               -          457
 Interest expense and debt issue costs                   (46,892)    (167,871)
 Loss on disposition of assets                           529,494      (70,808)
 Debt forgiveness                                              -       36,942
 Other income                                                  -      150,000
                                                      ----------   ----------
   Total Other Income (Expense)                          482,602      (51,280)
                                                      ----------   ----------
INCOME (LOSS) BEFORE INCOME TAXES                        241,704   (1,774,868)

INCOME TAXES                                                   -            -
                                                      ----------   ----------
NET INCOME/(LOSS)                                    $   241,704  $(1,774,868)
                                                      ==========   ==========
BASIC (LOSS) PER COMMON SHARE                        $      0.02  $     (0.13)
                                                      ==========   ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            15,872,561   14,061,353
                                                      ==========   ==========




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

<PAGE>
<PAGE> 21

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>

                                                                                                      Total
                                                                        Additional                 Stockholders'
                                                 Common Stock            Paid-In     Accumulated      Equity
                                              Shares        Amount       Capital       Deficit       (Deficit)
                                            ----------    ----------    ----------    ----------    ----------
<S>                                       <C>           <C>           <C>           <C>           <C>

Balance, December 31, 1999                  12,441,561        12,442        68,119    (1,103,340)   (1,022,779)

Issuance of common stock for cash            2,301,000         2,301       458,199             -       460,500

Issuance of common stock for services
 through exercise of options                 1,030,000         1,030       256,470             -       257,500

Issuance of common stock in lieu
 of interest                                   100,000           100        24,900             -        25,000

Net loss for the year ended
 December 31, 2000                                   -             -             -    (1,774,868)   (1,774,868)
                                            ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2000                  15,872,561        15,873       807,688    (2,878,208)   (2,054,647)

Contribution by shareholders (debt
 forgiveness)                                        -             -       501,445             -       501,445

Net income for the year ended
 December 31, 2001                                   -             -             -       241,704       241,704

                                            ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2001                  15,872,561   $    15,873   $ 1,309,133   $(2,636,504)  $(1,311,498)
                                            ==========    ==========    ==========    ==========    ==========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<PAGE> 22

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows

                                                             For the
                                                            Year Ended
                                                            December 31,
                                                         2001         2000
                                                      ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss)                                          $   241,704  $(1,774,868)
 Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                            8,702       80,106
  Bad debts                                                    -        7,500
  Debt issue costs                                             -       38,442
  Costs expensed as research and development                   -      458,835
  Debt forgiveness                                             -      (36,942)
  Exercise of stock options for services                       -      257,500
  Stock issued as interest cost                                -       25,000
  (Gain) loss on disposition of assets                  (529,494)      70,808
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable              13,605       (2,093)
  (Increase) decrease in inventories                           -        1,656
  (Increase) decrease in prepaid expenses                      -       12,570
  (Increase) decrease in deferred charges and deposits         -       90,202
  Increase (decrease) in accounts payable and
   accrued expenses                                      294,819      550,725
                                                      ----------   ----------
   Net Cash (Used in) Operating Activities                29,336     (220,559)
                                                      ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of fixed assets                            -       61,390
 Capital expenditures                                          -      (11,184)
 Payment of computer software costs                            -     (179,323)
                                                      ----------   ----------
   Net Cash (Used in) Investing Activities                     -     (129,117)
                                                      ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of notes payable                       -            -
 Advance from shareholder                                      -      115,000
 Principal payments under capital lease obligation             -      (64,843)
 Principal payments under related party notes payable     (5,000)    (175,000)
 Proceeds from issuance of common stock                        -      460,500
 Cash lost in asset seizure                              (30,654)           -
                                                      ----------   ----------
   Net Cash (Used in) Provided by
    Financing Activities                              $  (35,654) $   335,657
                                                      ----------   ----------




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

<PAGE>
<PAGE> 23

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)


                                                              For the
                                                            Year Ended
                                                            December 31,
                                                         2001         2000
                                                      ----------   ----------
NET (DECREASE) IN CASH                               $    (6,318) $   (14,019)

CASH AT BEGINNING OF YEAR                                  6,873       20,892
                                                      ----------   ----------
CASH AT END OF YEAR                                  $       555  $     6,873
                                                      ----------   ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION

 Cash paid for:
  Interest                                           $    20,658  $    43,143
  Income Taxes                                       $         -  $         -

NON-CASH INVESTING AND FINANCING ACTIVITIES
 Common stock issued in lieu of debt                 $         -  $    25,000
 Forgiveness of debt by shareholders                 $   501,445  $         -








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

<PAGE>
<PAGE> 24
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 1 -SUMMARY OF ACCOUNTING POLICIES

a.  Organization

The consolidated financial statements presented are those of Lexon
Technologies, Inc. (Lexon) and its wholly-owned subsidiary, Chicago Map
Corporation (CMC).  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.

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 is deemed to have acquired Lexon in a
reverse acquisition accompanied by a recapitalization.  The surviving entity
reflects the assets and liabilities of Lexon and CMC at their historical book
values and the historical operations of the Company are those of CMC.  The
issued common stock is that of Lexon and the accumulated deficit is that of
CMC.  The statements of operations include the operations of CMC for the
years ended December 31, 2001 and 2000 and the operations of Lexon from July
21, 1999 (date of acquisition) through December 31, 2001.

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.
Since July 2001, the Company has had no operations and has been negotiating
with the remaining creditors.

Effective July 21, 1999, the name of the Company was changed from Rexford,
Inc. to Lexon Technologies, Inc.

Prior to the seizure, the Company created digital map technologies which
provided for the design and development of advanced geographic and mapping
software applications for institutional, governmental, corporate and public
consumers throughout the world.

On March 12, 1999, CMC acquired certain assets of TRIUS, Inc. for $62,300 in
cash and 2,198 shares of common stock of CMC.  The principal business of
TRIUS, Inc. was the development of computer software technologies.

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.


<PAGE>
<PAGE> 25
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 1 -SUMMARY OF ACCOUNTING POLICIES (Continued)

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. and its wholly-owned subsidiary, Chicago Map Corporation.
All material intercompany accounts and transactions have been eliminated in
the consolidation.

e.  Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.  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,
                                                    2001         2000
                                                 ----------   ----------
Numerator - income (loss)                       $   241,704  $(1,774,868)

Denominator - weighted average number of
 shares outstanding                              15,872,561   14,061,353
                                                 ----------   ----------
Income/(Loss) per share                         $      0.02  $     (0.13)
                                                 ==========   ==========

Fully diluted EPS - December 31, 2001

Numerator - net income                          $   241,704

Denominator:
 Weighted average shares of stock                15,872,561
 Options outstanding                                389,096
 Warrants outstanding                                75,000
                                                 ----------
 Weighted average - fully diluted                19,766,657
                                                 ----------
 Fully diluted EPS                              $      0.01
                                                 ==========

<PAGE>
<PAGE> 26
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 1 -SUMMARY OF ACCOUNTING POLICIES (Continued)

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
   -----------               ---------------------
   Leasehold improvements          40 years
   Furniture and fixtures          5 to 7 years
   Equipment                       3 to 5 years

Depreciation expense for the years ended December 31, 2001 and 2000 was $8,702
and $34,339, respectively.

h.  Computer Software Costs

Costs related to the purchase and development of computer software are
capitalized from the time technological feasibility is established until the
software is ready for use.  Upon the general release of the software to
consumers, capitalized costs are amortized on a straight-line basis over the
estimated economic life of the software, generally twenty-four months.
Amortization expense charged to income for the year ended December 31, 1999
was $60,532.  It was determined by management at December 31, 2000, that the
capitalized computer software costs did not have any remaining future value
and management had no immediate use for the software.  Accordingly, at
December 31, 2000, the capitalized costs were charged to income as research
and development costs.

i.  Debt Issue Costs

Expenses related to the issuance of notes payable are amortized on a straight-
line basis over the term of the notes.  Debt issue costs charged to income was
$38,442 and $27,458 in 2000 and 1999, respectively.

j.  Revenue Recognition

The Company records sales and related profits as products are shipped.
Revenue from licensing of software is based on sales of copies of software
products in accordance with distribution agreements with licensed developers
and recognized as licensing fees accrue.  Revenue for post-contract customer
support, upgrades and enhancements is recognized ratably over the term of the
related agreements, which in most cases is one year.


<PAGE>
<PAGE> 27
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000


NOTE 1 -SUMMARY OF ACCOUNTING POLICIES (Continued)

k.  Income Taxes

Prior to July 2, 1999, CMC had elected S corporation status for income tax
purposes.  Under this election, the Company was not liable for federal income
taxes, but was liable for certain state income and replacement taxes.  Federal
taxable income and tax credits flows through to the stockholders to be
reported on their individual income tax returns.  Upon acquisition by Lexon,
CMC terminated its S corporation election.

l.  Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred.

m.  Other Income

During the year ended December 31, 2000, the Company was awarded a settlement
of $150,000 on a previously filed lawsuit.  Attorney fees and costs were paid
out of the proceeds of the settlement and the remaining cash was received
during May 2000.

NOTE 2 -NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties at December 31, 2001 consisted of the
following:

Promissory note originally due on March 26, 2000 with
 interest payable at maturity at 12%, currently in default.     $   100,000

Promissory note with stockholder and officer, due on
 demand, non-interest bearing, unsecured.                           115,000

Promissory notes with stockholders and employees originally
 due on various dates through April 29, 2000.  Interest
 at 12% is payable at maturity, currently in default.                50,000
                                                                 ----------
                                                                 $  265,000
                                                                 ----------

The promissory notes originally due on August 1, 2000 were secured by all of
the assets of the Company, the common stock of CMC, and the guarantees of CMC
and an officer of the Company.  On July 25, 2001, the note holders seized the
remaining Company's assets in lieu of the $570,000.

The remaining notes payable due to related parties were subsequently settled
for $5,100 in cash and 250,000 shares of common stock (see Note 12).


<PAGE>
<PAGE> 28
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 3 -CAPITAL LEASE OBLIGATIONS

During the year ended December 31, 2000, the Company entered into settlement
agreements on their capital lease debts paying a total of $58,000 resulting in
a gain on debt release of $36,942.  The corresponding leased assets were then
sold to a related party for a total of $61,390 resulting in a loss on the
disposition of assets of $42,932.

NOTE 4 -REVERSE STOCK SPLIT

On July 20, 1999, the stockholders of Lexon approved a one-for-seventy reverse
stock split whereby the issued and outstanding shares of common stock of the
Company were reduced from 70,000,000 to 1,000,081.  The reverse stock split
did not affect the authorized shares of common stock of the Company.

NOTE 5 -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 2,500,000 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 1,345,000 options to a
consultant of the Company during the year ended December 31, 2000.  The
options are exercisable at $0.25 per share and expire on September 12, 2002.
A total of 1,030,000 of the granted options were also exercised during 2000
for a total of $257,500.

NOTE 6 -STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to
record compensation expense for stock-based employee compensation at fair
value.  The Company has chosen to account for stock-based compensation using
the intrinsic value method described in Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees," and related
interpretations.  Under APB No. 25, compensation expense is measured as the
excess of market price over the price the employee must pay to acquire the
stock on the grant date.

During 2000, the Company issued an additional 1,345,000 stock options pursuant
to the 2000 Non-Qualified Stock Option Plan (Note 5).  The options were
granted at market price and, as a result, no compensation expense was
recognized in 2000.  The weighted average exercise price of the options was
$0.25 per share.  A total of 1,030,000 options were exercised during 2000 for
a total of $257,500.  The weighted average life of the options outstanding at
December 31, 2000 was 7.81 years.

<PAGE>
<PAGE> 29
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000


NOTE 6 -STOCK-BASED COMPENSATION (Continued)

No stock options were granted during 2001, and no options were exercised .
There were also no expirations.

Proforma information regarding net income (loss) and earnings per common share
is required by SFAS No. 123 and has been determined as if the Company had
accounted for its stock options under the fair value method defined in that
statement.  The weighted average fair value of stock options granted during
2001 and 2000 was $0.00 and $0.18 per share, respectively.  The fair value of
the stock options was estimated at the date of grant using a Black-Scholes
option pricing model with the following assumptions: risk-free interest rate
of 6.08%, dividend yield of 0%, expected volatility factor of 10%, and an
expected life of 2-10 years.  The Company's proforma information for 2001 and
2000 follows:

2001                                            Proforma     As Reported
----                                           ----------    -----------
Net Income                                    $   241,704   $    241,704
Loss per common share
   Basic                                             0.02           0.02
   Diluted                                           0.01           0.01

2000
----
Net loss                                      $(2,016,968)  $ (1,774,868)
Loss per common share
   Basic                                            (0.14)         (0.13)
   Diluted                                          (0.14)         (0.13)

These proforma amounts may not be representative of the effects of such
disclosure in future years.

NOTE 7 -STOCK PURCHASE WARRANTS

In connection with the issuance of notes payable during 1999, the Company
issued stock purchase warrants to note holders that are convertible into
shares of common stock.  Each warrant represents the right to purchase one
share of the Company's common stock.

In connection with the issuance of common stock during 2000, the Company
issued 4,250,000 additional stock purchase warrants to shareholders that are
convertible into shares of common stock at exercise prices ranging from $0.25
to $0.50 per share.  In addition, a total of 2,700,000 stock purchase warrants
expired during 2000, and 2,496,000 warrants expired in 2001.


<PAGE>
<PAGE> 30
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 7 -STOCK PURCHASE WARRANTS

Stock purchase warrants outstanding at December 31, 2001 consist of the
following:

Warrants convertible at an exercise price
 of $2.50 per share with expiration dates
 of August 2004.                                          75,000
                                                        --------
          Total                                           75,000
                                                        ========

NOTE 8 -EMPLOYEE BENEFIT PLAN

During 1999, the Company implemented a defined contribution plan pursuant to
Section 401(k) of the Internal Revenue Code.  The plan covers all employees
meeting eligibility and service requirements.  Eligible participants may elect
salary deferral contributions up to 15% of compensation, or the maximum amount
allowed under the Internal Revenue Code.  The plan does not provide for
discretionary matching contributions by the Company.

NOTE 9 -INCOME TAXES

The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the financial
reporting and tax basis of the Company's assets and liabilities.  Measurement
of deferred tax assets and liabilities is based upon the provisions of enacted
tax laws and the effects of future changes in tax laws or rates.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.

At December 31, 2001, the Company had net operating loss carryforwards of
approximately $2,600,000 that may be offset against future taxable income
through 2020.  No tax benefit has been reported in the consolidated financial
statements as the Company believes there is a 50% or greater chance the net
operating loss carryforwards will expire unused.  Accordingly, the potential
tax benefits of the net operating loss carryforwards are offset by a valuation
allowance of the same amount.

The income tax benefit differs from the amount computed at federal statutory
rates of approximately 38% as follows:

                                           For the Years Ended
                                              December 31,
                                            2001        2000
                                        ----------   ----------
Income tax benefit at statutory rate   $ 1,014,000  $ 1,052,000
Change in valuation allowance           (1,014,000)  (1,052,000)
                                        ----------   ----------
                                       $         -  $         -
                                        ==========   ==========

<PAGE>
<PAGE> 31
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 9 -INCOME TAXES (Continued)

Income Tax expense is calculated as follows at December 31, 2001:

Current Tax Expense                     $   77,500
Deferred Tax Benefit                       (77,500)
                                         ---------
Net Income Tax Expense                  $        -
                                         =========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.

NOTE 10 -RELATED PARTY TRANSACTIONS

On December 31, 2001, the Company settled debt to shareholders of the Company,
whereby $223,000 in notes payable, $68,672 in accrued interest and $209,574 in
accrued distributions were satisfied with payment of $200.  The debt
forgiveness was recorded as a contribution to paid-in capital, due to the
shareholder relationship.

Effective September 12, 2000, the Company entered into a consulting agreement
with a related party to oversee certain corporate matters.  The consulting
period was on an as needed basis but not less than twelve months.  As
additional compensation to the consultant, the Company granted a total of
1,345,000 options to purchase shares of common stock at $0.25 per share
exercisable for a two-year period.  Pursuant to APB No. 25, no compensation
expense was recorded by the Company for the options granted as the options
were granted at the current market price.

On September 20, 2000, the consultant exercised 400,000 of the stock options
by submitting an invoice to the Company totaling $100,000 for services to be
rendered pursuant to the consulting agreement.  An additional invoice was
submitted by the consultant on September 21, 2000 for services to be rendered
in connection with website development totaling $87,500.  An additional
350,000 options were exercised pursuant to the second invoice for $87,500.   A
third invoice was submitted by the consultant on November 20, 2000 for
investor relations and website development totaling $70,000.  An additional
280,000 options were exercised pursuant to the third invoice for $70,000. It
was determined by management of the Company that no additional services were
provided by the consultant to the Company subsequent to December 31, 2000.
Accordingly, the entire $257,500 was charged to income for the year ended
December 31, 2000.

On September 18, 2000, the Company entered into, a separate Development
Licensing Agreement (the "Agreement") with the same related party.  Pursuant
to the Agreement, the Company was to receive $87,500 as a one-time non-
exclusive license fee allowing the related party to use the Internet MapMania
SDK on up to six web servers.

The Company has also entered into an employment agreement with its President
for annual compensation of $125,000, expiring on April 19, 2003.

<PAGE>
<PAGE> 32
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000

NOTE 11 -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 $2,636,504 at December
31, 2001. The Company has a working capital deficit of approximately
$1,311,498 and limited internal financial resources.  These factors combined,
raise substantial doubt about the Company's ability to continue as a going
concern.  The Company's assets were entirely seized in August 2001 as
described in Note 1.  Through some additional funding in early 2002, the
Company has been able to settle a large majority of its outstanding debt (Note
12).  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.

NOTE 12 -SUBSEQUENT EVENTS

Subsequent to December 31, 2001, the following significant events occurred:

1.   Settlement agreements were entered into with various creditors as
follows:

                                    Original Amount
Description                             Of Debt        Settlement Amount
-----------                          --------------    -----------------
Notes payable - related parties
 and accrued interest               $       307,067   $5,100 plus 250,000
                                                      shares of common stock
                                                      valued at $2,000

Accrued wages                       $         8,500   $850

Accounts payable                    $       331,742   $58,724 plus 400,000
                                                      shares of common stock
                                                      valued at $3,200

2.  The Company entered into a Bridge Loan ("Loan") with a corporation for a
total of $200,000, which may be convertible into 25,000,000 shares of the
Company's outstanding common stock upon occurrence of certain events.  The
Company has received $150,000 of the $200,000 as of the date of our audit
report which has been used for various settlement agreements and ongoing legal
and accounting services.  Interest accrues on the loan at 4.5% per annum.