UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/A





Amendment
No. 2








(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,
2007




r TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




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 incorporation or organization)
            (I.R.S.
      Employer I.D. No.)8
      Corporate Park,Suite300,Irvine,California
            92606(Address
      of principal executive offices)
            (Zip
      Code)





Issuer's
telephone number, including area code:(949)
752-7700





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


Title
      of each class
            Name
      of each exchange on which registeredNone
            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 is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. r





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 ý   No r  (2)
Yes ý Nor





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ý   No
o












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





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





As of
August 29, 2008, Lexon had 34,183,778 shares of common stock outstanding. Based
on the average bid and asked prices of the common stock at August 29, 2008, of
$0.035 per share, the market value of shares held by non-affiliates would be
$820,593.13, based on 23,445,518 shares. Lexon’s stock is traded on the
over-the-counter bulletin board system 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.







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.
















TABLE OF
CONTENTS




PART
    I.ITEM
      1.
            DESCRIPTION OF
      BUSINESS
            1ITEM
      2.
            DESCRIPTION OF
      PROPERTIES
            2ITEM
      3.
            LEGAL
      PROCEEDINGS
            2ITEM
      4.
            SUBMISSION OF MATTERS TO A VOTE
      OF SECURITIES HOLDERS
            2PART
    II.ITEM
      5.
            MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS
            2ITEM
      6.
            MANAGEMENT'S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION
            3ITEM
      7.
            FINANCIAL
      STATEMENTS
            5ITEM
      8.
            CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON
            5ITEM
      8A.
            CONTROLS AND
      PROCEDURES
            5ITEM
      8B.
            OTHER
      INFORMATION
            5ITEM
      9.
            DIRECTORS AND EXECUTIVE OFFICERS,
      PROMOTERS, AND CONTROL
            5PART
      III.ITEM
      10.
            EXECUTIVE
      COMPENSATION
            6ITEM
      11.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS
      AND MANAGEMENT
            6ITEM
      12.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
            7ITEM
      13.
            EXHIBITS AND REPORTS ON FORM
      8-K
            8ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            8SIGNATURES
            9














PART
I.





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





Business
Development





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.





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 (90.16%) of Techone Company,
Ltd., a Republic of Korea corporation (“Techone”), through an investment of
$1,585,000. During February 2006, the Company changed the name of Techone to
Lexon Semiconductor Corporation (“Lexon Semi”). Lexon Semi is a corporation that
manufactures and sells Low Temperature Cofired Ceramic (LTCC) components. The
Company has operated Lexon Semi as a majority-owned subsidiary and the business
of Lexon Semi has been the operating business of the Company.





Most of
Lexon Semi's assets, however, were seized and sold at auction effective August
19, 2005 for $3,162,000 to satisfy certain secured creditors. Management
negotiated a lease arrangement with the acquirer to allow the Company to
continue operations and use the Lexon Semi facilities. The new landlord agreed
to lease the building, land, and equipment to the Company for 20 million South
Korean Won per month (approximately $18,000 U.S. dollars per month).
However, during July 2006, the operations of Lexon Semi were suspended due to
lack of funds. The Company presently does not have any business operations and
is seeking other business opportunities and/or potential merger
candidates.





Business of Issuer





Lexon
does not propose to restrict its search for a business opportunity to any
particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. Lexon's board of directors has
unrestricted discretion in seeking and participating in a business opportunity,
subject to the availability of such opportunities, economic conditions, and
other factors. Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business, will rely
upon its own efforts in accomplishing the business purposes of the
Company.





The
analysis of new business opportunities will be undertaken by, or under the
supervision of an officer or director of the Company, who is not a professional
business analyst. In analyzing prospective business opportunities, management
may consider such matters as available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors.


1





The
selection of a business opportunity in which to participate is complex and
risky. Moreover, as Lexon has only limited resources, it may be difficult to
find good opportunities. There can be no assurance that the Lexon board of
directors will be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to Lexon and its shareholders. The board
of directors will select any potential business opportunity based on the
directors' and management's business judgment.




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is likely that the present management and stockholders of the Company will no
longer be in control of the Company. In addition, it is likely that the
Company's officers and directors will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and
directors.





The
activities of the Company are subject to several significant risks which arise
primarily as a result of the fact that Lexon has no specific business at this
time and may acquire or participate in a business opportunity based on the
decision of the board of directors which potentially could act without the
consent, vote, or approval of Lexon's shareholders. The risks faced by Lexon are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant
capital.





Management
intends to hold expenses to a minimum and to obtain outside services on a
contingency basis when possible. However, if Lexon engages outside advisors or
consultants to assist with the evaluation of a potential business opportunity,
it may be necessary to raise additional funds. At this time, Lexon has not made
any arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.





Employees




As of the
date hereof, we have one full-time employee. The Company believes that its
relation with its employee is good.





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.




ITEM
      3.
            LEGAL
      PROCEEDINGS





To the
best knowledge of management, there are no pending or threatened legal
proceedings against us.




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





None.




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 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.








2








Fiscal
      Year 2007
            
            High
      Bid
            
            Low
      BidQuarter
      ended 12/31/07
            
            $
            0.05
            
            $
            0.015Quarter
      ended 9/30/07
            
            $
            0.05
            
            $
            0.035Quarter
      ended 6/30/07
            
            $
            0.035
            
            $
            0.035Quarter
      ended 3/31/07
            
            $
            0.08
            
            $
            0.03









Fiscal
      Year 2006
            
            
            High
      Bid
            
            
            Low
      BidQuarter
      ended 12/31/06
            
            $
            0.08
            
            $
            0.03Quarter
      ended 9/30/06
            
            $
            0.05
            
            $
            0.03Quarter
      ended 6/30/06
            
            $
            0.06
            
            $
            0.04Quarter
      ended 3/31/06
            
            $
            0.110
            
            $
            0.05





Trading
of our common stock has been limited or sporadic. The number of our shareholders
of record at August 14, 2008 was approximately 325.





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




ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
      RESULTS OF OPERATIONS





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. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report.





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. During February 2006, the Company changed the name of
Techone to Lexon Semiconductor Corporation (“Lexon Semi”). Lexon Semi is a
corporation that manufactures and sells Low Temperature Cofired Ceramic (LTCC)
components. The Company has operated Lexon Semi as a majority-owned subsidiary
and the business of Lexon Semi has been the operating business of the
Company.





To date,
our source of liquidity has been proceeds from the sale of our common stock, and
the issuance of convertible notes and promissory notes to finance operations and
business activities. In each year we incurred significant losses which evidently
resulted in the suspension of the business operations of Lexon Semi as of July
2006.





Due to
our sole reliance on debt and equity financing to fund our operations to date,
in conjunction with the increased competition in this area, we have incurred a
loss and decided to shift our primary focus to seeking joint venture partners,
business acquisitions and business alliances in an effort to commence business
operations outside the LTCC-related market, although we have not reached any
definitive agreements to date.


3





Results of Operations for
the Year Ended December 31, 2007 compared to December 31,
2006





Revenues.
We had no revenues for the year ended December 31, 2007 and December 31, 2006.
Until an appropriate business opportunity is identified, we cannot predict when
or if we will be able to generate revenues from operations.





Operating
Expenses. Total operating expenses during the year ended December 31, 2007 were
$130,337, consisting of $129,127 in selling, general and administrative
expenses, and $1,210 in depreciation and amortization. Operating expenses for
the year ended December 31, 2006 were $866,724, consisting of $785,264 in
selling, general and administrative expenses, $26,559 in research and
development, $16,843 in bad debt expense, and $38,058 in depreciation and
amortization.




Operating
expenses since inception (July 18, 2001) total $4,605,239. Our net earning per
share for the year ended December 31, 2007 was $0.02, based on a weighted
average of 34,183,778 shares outstanding.





Other
Income (Expense). Other income for the year ended December 31, 2007, consisted
of a gain on debt cancellation of $888,000 as a result of an agreement with the
Company’s former officers in which the officers agreed to waive and forfeit a
portion of their respective unpaid accrued compensation, which is offset by
$8,324 in interest expense.




Liquidity and Capital
Resources





At
December 31, 2007, we had current assets of $5,255 and current liabilities of
$2,031,135 for negative working capital of $2,025,880. Current assets consisted
solely of cash and cash equivalents.





At
December 31, 2007, we had net property and equipment of $1,176 as a result of
the disposal and liquidation of most of our tangible assets during the year. We
had other assets in investments of $104,189, and $5,609 in deposits and other
assets, for total other assets of $109,798. In 2003, Lexon Semi made an
equity investment of $125,967 in a 10% voting stock of Mirae Sojae Company,
a Korean entity. The value of this investment as of December 31, 2007 was
104,189.





Current
liabilities at December 31, 2007, consisted of accounts payable of $535,433,
accounts payable-related parties of $402,118, accrued expenses of $831,642,
convertible notes payable of $86,960, and notes payable of $174,982, for total
current liabilities of $2,031,135. We also had contingent liabilities of
$274,610, including accrued payables to creditors.





For the
year ended December 31, 2007, net cash flows used in operating activities
totaled $107,800 compared to net cash flows used in operating activities of
$318,858 in the prior year. Our operating activities since inception have been
funded by the sale of our common stock and the issuance of convertible notes and
promissory notes.





For the
year ended December 31, 2007, net cash used in investing activities totaled
$1,217 for the acquisition of property and equipment of $1,460, offset by the
proceeds received on sale of fixed assets of $243. For the year ended December
31, 2006, cash flows provided by investing activities totaled $506,461 primarily
for cash received on a related party note receivable and proceeds received from
return of investment.





Net cash
used in financing activities for the year ended December 31, 2007 consisted of
$108,367, including cash paid on notes payable offset by proceeds from notes
payable. In the prior year, cash provided by financing activities totaled
$189,226, including cash paid on notes payable offset by proceeds from notes
payable.





To date,
our source of liquidity has been proceeds from the sale of our common stock, and
the issuance of convertible notes and promissory notes to finance operations and
business activities. In each year we incurred significant losses which have
resulted in an accumulated deficit of $5,175,231 and a working capital deficit
of approximately $2,300,000 at December 31, 2007, and limited internal financial
resources. Accordingly, our financial statements include a going concern
qualification raising substantial doubt about Lexon's ability to continue as a
going concern. Our management hopes to be able to find additional sources of
funding and/or a possible business opportunity or combination in order to
commence revenue producing business operations during fiscal year 2008, although
no definitive terms or agreements for funding or a business combination have
been reached.




4





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





None.





ITEM
      8A.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our Chief
Executive Officer and Chief Financial Officer (the “Certifying Officers”) are
responsible for establishing and maintaining our disclosure controls and
procedures. The Certifying Officers have designed such disclosure controls and
procedures to ensure that material information is made known to them,
particularly during the period in which this report was prepared. The Certifying
Officers have evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Report. Based on
that evaluation, the Certifying Officers have concluded that our disclosure
controls and procedures were not effective at the reasonable assurance level due
to the material weakness described below.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) and for assessing the effectiveness of our internal control over
financial reporting. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
preparation and fair presentation of published financial statements in
accordance with United States’ generally accepted accounting
principles.





Out
internal control over financial reporting is supported by written policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles and that our receipts and expenditures are
being made only in accordance with authorizations of our management and our
board of directors; and provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on our financial statements.





Our
management has assessed the effectiveness of our internal control over financial
reporting as of the end of our most recent fiscal year. Management’s assessment
included an evaluation of the design of our internal control over financial
reporting and testing of the operational effectiveness of our internal control
over financial reporting. Based on this assessment, our management has concluded
that our internal control over financial reporting was not effective at the
reasonable assurance level due to the material weaknesses described
below.





In light
of the material weaknesses described below, we performed additional analysis and
other post-closing procedures to ensure our consolidated financial statements
were prepared in accordance with generally accepted accounting principles.
Accordingly, we believe that the consolidated financial statements included in
this Report fairly present, in all material respects, our financial condition,
results of operations and cash flows for the periods presented.





A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2) or
combination of control deficiencies, that result in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. The Certifying Officers have
identified the following three material weaknesses which have caused the
Certifying Officers to conclude that our disclosure controls and procedures were
not effective at the reasonable assurance level:





5


1. We do
not yet have written documentation of our internal control policies and
procedures. Written documentation of key internal controls over financial
reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be
applicable to us for the year ending December 31, 2008. The Certifying Officers
evaluated the impact of our failure to have written documentation of our
internal controls and procedures on our assessment of our disclosure controls
and procedures and has concluded that the control deficiency that resulted
represented a material weakness.





2. We do
not have a sufficient segregation of duties within accounting functions, which
is a basic internal control. Due to our size and nature, segregation of all
conflicting duties may not always be possible and may not be economically
feasible. However, to the extent possible, the initiation of transactions, the
custody of assets and the recording of transactions should be performed by
separate individuals. The Certifying Officers evaluated the impact of our
failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.





To
remediate the material weaknesses in our disclosure controls and procedures
identified above, in addition to working with our independent auditors, we have
continued to refine our internal procedures to begin to implement segregation of
duties and to prepare a written documentation of our internal control policies
and procedures.





This
Report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our independent registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management’s report in this Annual Report.





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.




ITEM
      8B.
            OTHER
      INFORMATION





None.


PART III





ITEM
      9.
            DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROLPERSONS;
      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
      ServedJoon
      Ho Chang
            
            
            62
            
            
            Chairman
      of the Board
            
            
            3/07
      to presentHyung
      Soon Lee
            
            
            56
            
            
            CEO,
      CFO, Secretary, Director
            
            
            3/07
      to presentKyu
      Hong Hwang
            
            
            61
            
            
            Director
            
            
            7/01
      to present





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.





Joon Ho Chang.  Mr. Chang is the
founder of Orda Korea Co., Ltd., in Seoul, Korea, and was elected Chairman and
Chief Executive Officer in 1992, upon incorporation of the company
(1992-present). Mr. Chang has been in the IT/software business and served
various companies in various capacities, including Chairman of Hyun Young
Systems Co., Ltd. (1992-1988), and was elected a board member in 1988 of
Dong-A Computer Co. and served until 1992, and of Jung Won Systems Co.
(1984-1989). Mr. Chang received his Bachelor of Arts degree in Business and
Economics from Yonsei University in 1968.





6


Hyung Soon Lee. Prior to his appointment as
the CEO of the Company, Me. Lee served as the Project Manager of the Company
from 2004-2007 and was responsible for overseeing the expansion of the Company's
facilities. Mr. Lee served as the CEO and President of Group of
Environmental Architecture in Seoul, Korea from 1998 to 2004. Previously,
Mr. Lee served in various management positions, including his position as
project manager of Heerim Architects and Engineers (1994-1998), and Managing
Director of Sungjo Construction Co. (1992-1994). Mr. Lee received his Bachelor
of Arts degree in Architecture and Engineering from Hanyang University in
Korea in 1975.




Kyu Hong Hwang. Mr. Hwang 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
Yonsei University in 1968.





Compliance with Section
16(a) of the Exchange Act





Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our
directors and certain officers, as well as persons who own more than 10% of a
registered class of our equity securities, (“Reporting Persons”) to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. To the best of our knowledge, we believe that all
Reporting Persons have not complied on a timely basis with all filing
requirements applicable to them.





Code of
Ethics





None.




ITEM
      10.
            EXECUTIVE
      COMPENSATION





Summary Compensation
Table





None of
our officers or directors is currently receiving any cash compensation for their
services.




Compensation Pursuant to
Plans





None.





Pension
Table





Not
Applicable.





Other
Compensation





None.





Compensation of
Directors





Our
directors do not receive any cash compensation, but are entitled to
reimbursement of their reasonable expenses incurred in attending directors’
meetings.





We do not
have any audit, nominating, compensation or other committee of our Board of
Directors.





ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT





The
following table sets forth as of August 29, 2008 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 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.


7













Name and Address
            
            Number of Shares
            
            % of ClassJ.
      Jehy Lah
              8
      Corporate Park, #300
              Irvine,
      CA 92606
            
            
            3,232,000
      (1
            )
            
            9.45%Kenneth
      Eaken
              12131
      Drujon Lane
              Dallas,
      TX 75244
            
            
            2,576,260
      (2
            )
            
            7.54%Ben
      Hwang
              PO
      Box 17869
              Irvine,
      CA 92623
            
            
            2,366,250
      (3
            )
            
            6.92%Kyoung
      Ho Lim
              #106-530
      Apt. Hanbit-876
              Binchun-Dong,
              Pyeongtaek-Shi
              Gyeonggi-Do,
      Korea
            
            
            4,000,000
            
            
            11.70%





Securities Ownership of
Officers and Directors


Name and Address
            
            
            Number of Shares
            
            
            % of ClassHyung
      Soon Lee, CEO and CFO
              9
      Acropolis Aisle
              Irvine,
      CA 92614
            
            
            725,000(4)
            
            
            0.02%Kyu
      Hong Hwang, Director
              701
      Kwanghwamoon, #145
              Jongro-ku,
      Seoul, Korea
            
            
            4,930,000
            
            
            14.42%Joon
      Ho Chang, Chairman
              227-8
      Yatap-Dong, Bundang-Gu
              Kyung
      Gi Do, Korea
            
            
            1,000,000
            
            
            2.93%Total (3
      persons)
            
            
            6,655,000
            
            
            17.37%





(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 PAC21C,
LLC.


(2)  The
number of shares held by Mr. Eaken 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 JB 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.


(4) All
of Mr. Lee’s shares are held through his wife, Kyung Joo Kang.




8





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, 2007 and 2006, 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.




ITEM
      13.
            EXHIBITS





(a)(1)
FINANCIAL STATEMENT SCHEDULES. The following financial statement schedules are
included as part of this report.






(a)(2)
EXHIBITS. The following exhibits are included as part of this
report:


Exhibit
      No.
            
            Description31.1
            
            Certification
      of Chief Executive Officer per Section 302 of the Sarbanes-Oxley Act of
      200231.2
            
            Certification
      of Chief Financial Officer per Section 302 of the Sarbanes-Oxley Act of
      200232
            
            Certification
      of Chief Executive and Financial Officer per Section 906 of the
      Sarbanes-Oxley Act of 2002




ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Kim and
Lee





Kim and
Lee was our independent auditor and examined our financial statements for the
year ended December 31, 2007 and the fiscal year ended December 31, 2006. Kim
and Lee performed the services listed below and was paid the fees listed below
for the year ended December 31, 2007.





Audit
Fees





Kim and
Lee was paid aggregate fees of $31,000 for the year ended December 31, 2007 for
professional services rendered for the audit of our annual financial statements
and for the reviews of the financial statements included in our quarterly
reports on Form 10-QSB during these periods.





Audited-Related
Fees





Kim and
Lee was not paid additional fees for either the year ended December 31, 2007, or
the fiscal year ended December 31, 2006 for assurance and related services
reasonably related to the performance of the audit or review of our financial
statements.





Tax Fees





Kim and
Lee was not paid fees for the year ended December 31, 2007 or professional
services rendered for tax compliance, tax advice and tax planning during this
fiscal year period.





All Other
Fees





Kim and
Lee was not paid any other fees for professional services during the year ended
December 31, 2007 or the fiscal year ended December 31, 2006.




9




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:
      August 29,
      2008
            By: /s/ Hyung
      Soon
      LeeHyung
      Soon LeePresident,
      Chief Executive Officer and Chief Financial
  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.