<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, 2002
                                     -----------------
  [ ] 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

2691 Richter Avenue, #124, Irvine, California                92606
-----------------------------------------                 ----------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, including area code (949)757-0888
                                               --------------
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.    [ ]


<PAGE>
<PAGE> 2

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

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

     Based on the average bid and asked prices of the common stock at December
31, 2002, of $0.10 per share, the market value of shares held by non-
affiliates would be $631,417, based on 6,314,173 shares.  Lexon's stock is
traded on the NASDAQ OTCBB under the symbol "LEXO" however trades are thin and
sporadic.  Therefore, the bid and ask price may not be indicative of any
actual value in the stock.

     As of December 31, 2002, Lexon had 19,548,778 shares of common stock
outstanding.


                     DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>
<PAGE> 3
                                    PART I.

                       ITEM 1. DESCRIPTION OF BUSINESS

General
-------

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

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

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

The selection of a business opportunity in which to participate is complex and
risky.  Additionally, 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.

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.

<PAGE>
<PAGE> 4

Competition
-----------
Until such time as Lexon completes an acquisition, Lexon will be unable to
evaluate the type and extent of its likely competition. The board of directors
is 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.  Lexon may be in
direct competition with these other public companies in its search for
business opportunities.

Personnel
---------
Lexon has a written employment agreement with Kenneth Eaken calling for salary
payments of $125,000 per year, and oral agreements with J. Jehy Lah and Ben
Hwang calling for salary payments of $135,000 and $85,000 per year,
respectively.  All of the above salaries are being accrued until such time as
funds are available to pay salaries.  There are no other employees and no
other employment arrangements.


                      ITEM 2. DESCRIPTION OF PROPERTIES
Facilities
----------
Lexon leases office space at 2691 Richter Avenue, #124, Irvine, California
92623.  The lease is month to month at a rate of $2,530 for approximately 1500
square feet.  Lexon does not anticipate requiring any additional space in the
next six to twelve months.

                            ITEM 3. LEGAL PROCEEDINGS

     None.


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

We did not submit any matters submitted to a vote of our securities holders
during the quarter ended December 31, 2002.  It is our intention to schedule a
shareholders' meeting to elect directors and transact any additional business
in the second quarter of 2003.

<PAGE>
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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") 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.  On May 24, 2001, our Common Stock was delisted
from the OTCBB for failure to timely file our annual report.  Our stock was
relisted on the OTCBB on May 2, 2002.  The quotes listed for the interim
period are from the National Quotation Bureau's Pink Sheets.

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

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

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


Trading of our common stock has been limited or sporadic.

The number of our shareholders of record at January 30, 2003 was approximately
200.

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

During the three month period ended December 31, 2002, in a private placement
to an unrelated accredited investor we sold 120,000 shares of our restricted
common stock, for aggregate proceeds of $100,000 shares.  The shares issued in
the foregoing transaction were issued in reliance on the exemption from
registration and prospectus delivery requirements of the Act set forth in
Section 3(b) and/or Section 4(2) of the Securities Act and the regulations
promulgated thereunder.
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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 plans and objectives
of our management or Board of Directors; (c) statements of future economic
performance; (d) statements of assumptions underlying other statements and
statements about us and our business relating to the future; and (e) any
statements using the words "anticipate," "expect," "may," "project," "intend"
or similar expressions.

General
-------
On April 14, 2002, we entered into a merger agreement (effective May 29, 2002)
with Phacon Corporation ("Phacon") to acquire 100% of the outstanding common
stock of Phacon by issuing to the Phacon shareholders 17,500,000 shares of our
common stock after effecting a 1-for-10 reverse split of our previously issued
and outstanding shares.  This merger transaction has been accounted for in the
consolidated financial statements included with this report as a reverse
acquisition.  As a result of this transaction, the shareholders of Phacon
acquired or exercised control over a majority of our shares.  Accordingly, the
transaction has been treated for accounting purposes as a recapitalization of
Phacon; therefore, the consolidated financial statements and the discussion
and analysis below represent a continuation of Phacon, not Lexon, the legal
survivor.  Phacon is treated as the survivor for accounting purposes and Lexon
is the survivor for legal purposes.  Because Phacon was incorporated in July
2001, the prior year period is only represented from inception of Phacon on
July 18, 2001.  Our business going forward is the business of Phacon.

Business
--------
Phacon was formed in July of 2001 to commercialize 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.
Since inception, our business activities have included raising capital,
developing prototype devices and attempting to establish a marketing and sales
distribution network.  Because market conditions and competition have
increased substantially in this area, we have shifted our primary focus to
seeking joint venture partners, business acquisitions and business alliances
in an effort to commence business operations outside the electrical products
area, although we have not reached any definitive agreements to date.

Results of Operations
---------------------
Year ended December 31, 2002 compared to year ended December 31, 2001
---------------------------------------------------------------------
Revenues.  We had no revenues for the years ended December 31, 2002 and 2001.
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 expenses in 2002 were $476,647 compared to $522,180
in 2001.  All expenses in 2002 were associated with maintenance of minimal
office facilities, travel, due diligence and consulting expenses associated
with the search for a business opportunity, and legal and accounting expenses

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related to our public filings. There were no expenses for research and
development in 2002 compared to $405,000 in research and development expenses
in 2001 relating to the proprietary electrical devices and software discussed
above.  Management hopes to keep expenses to a minimum in the next twelve
months or until a business opportunity is identified.

Other Expense.  Other income for 2002 totaled $3,137 in interest income.
There was no other income for 2001.

Net loss.  We had a net loss of $473,510 in 2002 or $0.03 per share based on a
weighed average of 18,558,885 common shares outstanding, compared to a net
loss of $522,180 in 2001 or $0.03 per share based on a weighted average of
16,630,000 common shares outstanding.

Liquidity and Capital Resources
-------------------------------
At December 31, 2002, we had a working capital deficit of $53,867.  Current
assets consisted of cash and cash equivalents of $86,801, and advances to
related parties of $52,769.  The related parties loans consist of the
following:

  1.  $34,769 loaned to Novabrite, LLC, a manufacturer and developer of
reflective products used in road construction and other safety applications.
J. Jehy Lah, our chairman, is also chairman and CEO of Novabrite, and Ben
Hwang, a former director, is the President.

  2.  $18,000 loaned to former officers and directors Joshua Kim ($15,000) and
Ben Hwang ($3,000).

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

At December 31, 2002, property and equipment consisting primarily of computer
equipment and other office equipment and supplies was valued at $8,074, net of
depreciation.

Current liabilities totaled $193,437 at December 31, 2002, consisting
primarily of accrued wages of $172,500, plus $5,811 in accounts payable and
$15,126 in accounts payable to related parties for expenses incurred on behalf
of the company, primarily travel expenses for due diligence and exploration of
business opportunities owed to J. Jehy Lah, our chairman, and Kenneth Eaken,
our President.

At December 31, 2002, we have recorded contingent liabilities totaling
$460,874 which represent certain outstanding payables from pre-merger Lexon.
These amounts include $274,610 in accrued payables to various creditors and
$186,264 in accrued wages.  Although settlement of these liabilities is
possible, we may have to pay these amounts and have therefore determined to
record these liabilities as stated.

Cash used by operations in 2002 was $497,782, compared to $125,799 in the
prior year period which did not represent a full year of operations.  The
increase is primarily due to expenses associated with consummating the merger
with Phacon Corporation, the accounting and legal expenses of maintaining our
public reporting status, and travel and due diligence expenses incurred in
connection with management's exploration of business opportunities.
Management intends to make every effort to control operating expenses until a
revenue generating business has been identified and operations have commenced.

<PAGE>
<PAGE> 8

Cash from investing activities in 2002 totaled $158,449, primarily due to the
post-merger accounting treatment for an outstanding $150,000 loan to Lexon
made in connection with the merger with Phacon Corporation, plus $34,408 cash
received in the merger, and $5,000 cash received from related party notes
receivable, offset by property and equipment purchases ($3,959), and cash paid
for related party notes receivable ($27,000).  Cash used in investing
activities the prior year totaled $188,067, consisting of the loan from Phacon
to Lexon ($150,000), property and equipment purchases ($7,298), and cash paid
for related party notes receivable ($40,769), offset by $10,000 cash received
from related party notes receivable.

In 2002, cash from financing activities totaled $390,000 consisting of
$220,000 cash received from an outstanding subscription receivable and an
additional $170,000 from the sale of common stock.  In 2001, cash from
financing activities totaled $350,000 from the sale of common stock.

In 2002 and 2001, our source of liquidity has been proceeds from the sale of
our common stock to finance operations and business activities.  In each year
we incurred significant losses which have resulted in an accumulated deficit
of $995,690 at December 31, 2002, 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.  Subsequent to December 31, 2002, in
January 2003 we have raised additional funds aggregating $100,000 from the
sale of common stock in a private placement to unrelated accredited investors.
Management believes this funding will be adequate to sustain our limited
operations and enable us to continue our search for a business opportunity for
the next twelve months.  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 2003,
although no definitive terms or agreements for funding or a business
combination have been reached.

                        ITEM 7.  FINANCIAL STATEMENTS

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

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

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

                                 PART III

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

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

  Name                  Age   Position                     Dates Served
  ----                  ---   --------                     ------------
J. Jehy Lah              56   Chairman of the board        7/01 to present*
Kenneth J. Eaken         49   CEO, President, director     6/02 to present*
Kyu Hong Hwang           57   Director                     7/01 to present*

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

<PAGE>
<PAGE> 9

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

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

J. Jehy Lah, age 56, is the founder of Phacon Corporation and was elected
Chairman and Chief Executive Officer in July, 2001, upon incorporation of the
company (2001-present).  Mr. Lah has been in the import/export business for 29
years and served various companies in various capacities, including Vice
Chairman of NCR Korea, a joint venture between NCR Corporation (NYSE:NCR) and
Dongah Computers Corporation (1989-1992), Chairman and CEO of Dongah Group of
Companies (1990-1992), and Chairman and CEO of Novabrite, LLC (1999-present).
Mr. Lah joined Dongah Group of Companies in 1974, and was elected a Board
member in 1980 and Vice Chairman in 1989, while managing Dongah's
international operations from his California office (1974-1992).  He also
founded East-West Trading Company, an import/export company, in 1974, and has
been President and CEO ever since (1974-present).  He began his professional
career in 1973 with Korea Trade Promotion Corporation (KOTRA), after serving
in the Army for 3 years as the interpreter for Commanding Generals (1970-
1973).  Mr. Lah completed pre-medicine at University of Iowa in 1970, studied
marketing and management at University of Maryland in 1973, and attended an
Executive Program at the School of Business Administration, University of
Southern California in 1986.

Kenneth J. Eaken, age 49, 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).

Kyu Hong Hwang, age 57, is a successful private investor currently engaged in
the ownership of Hongha restaurant in Seoul . As a private investor and
entrepreneur Mr. Hwang owned Choyung Industrial Corporation representing
Polaroid and Alcon in Korea. Mr. Hwang started his business career with Daewoo
in the office of planning and coordination. Prior to his military service form
1969-1972, Mr. Hwang received a Law degree from Yunsei University in 1968.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
To the best of our knowledge, we believe  that under the SEC's rules for
reporting of securities transactions by directors and executive officers, all
required reports for its fiscal year ended December 31, 2002 were timely
filed.

<PAGE> 10

                     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, 2002, the end of our last
completed fiscal year for which this report is being filed):

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

                     Annual Compensation                    Awards       Payouts
                                                Other      Restricted
Name and                                        Annual      Stock     Options  LTIP    All other
Principal Position Year  Salary       Bonus($) Compensation Awards   /SARs    Payout Compensation
------------------ ----  ------       -------- ------------ ------   -------  ------  ----------
<S>              <C>     <C>         <C>      <C>          <C>      <C>      <C>     <C>
J. Jehy Lah         2002  $ 80,000*     -0-       -0-         -0-      -0-      -0-       -0-
Chairman            2001  $ 15,000      -0-       -0-         -0-      -0-      -0-       -0-

Ken Eaken           2002  $ 62,500**    -0-       -0-         -0-      -0-      -0-       -0-
C.E.O.              2001  $   -0-       -0-       -0-         -0-      -0-      -0-       -0-

*     $67,500 is being accrued.
**    All salary compensation is being accrued.


</TABLE>

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

Employment Agreements
---------------------
Ken Eaken signed an employment contract with Lexon in February 2000 which was
amended September 2000 upon his appointment as Chief Executive Officer.  The
contract was for a term of three years, automatically renewing for additional
one year terms subject to thirty days notice of termination.  On completion of
the merger with Phacon, Mr. Eaken was the only officer who continued as an
employee of the company.  At this filing date, Mr. Eaken's employment
agreement is the only written employment agreement in place, calling for
annual compensation of $125,000, and expiring in April 19, 2003.  Mr. Eaken's
salary is accruing but has not been paid.

Since July 1, 2002, J. Jehy Lah has been accruing salary at an annual rate of
$135,000 per year, and a former director, Ben Hwang, has been accruing salary
at an annual rate of $85,000 per year, pursuant to a resolution of the board
of directors.  These salary accruals will not be paid until such time as the
company has funds available for that purpose.

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

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

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<PAGE> 11

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

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

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





<PAGE>
<PAGE> 12

  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of January 31, 2003 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 19,548,778 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.  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.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title of Class    Name and Address            Number of Shares     % of Class
--------------    ----------------            ----------------     ----------
Common Stock      J. Jehy Lah                     3,232,000(1)         16.53
                  2691 Richter Avenue, #124
                  Irvine, California 92606

Common Stock      Joshua Kim                      1,000,000             5.12
                  611 Hosugreen-Officetel
                  Gyeonggi-Do, Korea

Common Stock      Hieronim Teresinski             1,500,000             7.67
                  9 Saddletree Drive
                  N. York, Ontaria, Canada

Common Stock      Kenneth J. Eaken                2,576,260(2)         13.18
                  12131 Drujon Ln
                  Dallas, TX 75244

Common Stock      Ben Hwang                       2,366,250(3)         12.10
                  P.O. Box 17869
                  Irvine, CA 92623

Common Stock      Kyu Hong Hwang                  2,560,000            13.10
                  701 Kwanghwamoon, #145
                  Jongru-Ku, Seoul, Korea

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

Common Stock      Kyu Hong Hwang, director               -see above-

Common Stock      Kenneth J. Eaken, director,            -see above-
                   President and C.E.O.
                                                  ---------            -----
Common Stock      Officers and Directors
                  As a Group (3 persons)          8,368,260            42.81
                                                  =========            =====
-----------------------------------------
footnotes appear on page following

<PAGE>
<PAGE> 13

(1) Mr. Lah is the manager and controlling member of JSL Group, LLC, an entity
which holds 2,500,000 shares.  JSL also holds a 50% interest in PAC21C, LLC,
an entity which holds 1,465,000 shares.  Mr. Lah is also the manager of PAC21,
LLC.

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

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


<PAGE>
<PAGE> 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 inception
on July 18, 2001 through our fiscal year ended December 31, 2002, 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.

In July 2001, we entered into a Management Agreement with J. Jehy Lah, our
chairman, for a term of 1 year, terminable on 30 days notice by either party,
under which Mr. Lah received cash compensation of $2,500 per month.  Since
July 2002, Mr. Lah is accruing salary at a rate of $135,000 per year pursuant
to an oral agreement terminable at will.

Under the above Management Agreement, Mr. Lah also sub-leased office space to
us for which we paid $2,000 per month.  Since July 2002, we are sub-leasing
office space on a month to month basis from Mr. Lah at a rate of $2,530 per
month.

In July 2001, we entered into a Management Agreement with Joshua Kim, our
former vice-president and former director, for a term of 1 year, terminable on
30 days notice by either party, under which Mr. Kim received cash compensation
of $2,000 per month.  Under the agreement, Mr. Kim also sub-leased office
space to us in Seoul, Korea for which we paid $1,000 per month.  This
agreement expired June 30, 2002.  Mr. Kim resigned as an officer and director
effective December 1, 2002.

In October 2001, we acquired certain technology from Hieronim Teresinski who
subsequently became a director, by issuing to Mr. Teresinski 1,500,000 shares
of our restricted common stock valued at $0.25 per share, or $375,000,
pursuant to an Assignment of Technology.  In addition, we entered into a
Consulting Agreement with Electronic Structures, a Canadian corporation of
which Mr. Teresinski is a principal, to which we paid $10,000 per month for 3
months for further development of the technology subject to the Assignment of
Technology.  The agreement expired at the end of the three months and has not
been renewed.  Mr. Teresinski resigned as a director effective December 1,
2002.

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

During fiscal 2001, we loaned money to Novabrite, LLC, a manufacturer and
developer of reflective products used in road construction and other safety
applications.  J. Jehy Lah, our chairman, is also chairman and CEO of
Novabrite, and Ben Hwang, a former director, is the President.  At December
31, 2002 a loan balance of $34,769 is outstanding.  The loan is non-interest
bearing and payable on demand.  The loan was made by Phacon Corporation prior
to the merger with Lexon on May 29, 2002, and the company has since instituted
a policy prohibiting such related party loans.  Management believes the amount
to be fully collectible.

<PAGE>
<PAGE> 15

In fiscal 2002, we loaned money to former officers and directors Joshua Kim
and Ben Hwang.  At December 31, 2002 loan balances totaling $18,000 are
outstanding ($15,000 to Mr. Kim, $3,000 to Mr. Hwang).  The loans are non-
interest bearing and payable on demand.  The loans were made by Phacon
Corporation prior to the merger with Lexon on May 29, 2002, and the company
has since instituted a policy prohibiting such related party loans.
Management believes the amounts to be fully collectible.

At December 31, 2002, we owed money to J. Jehy Lah and Kenneth Eaken totaling
$15,126 for expenses incurred by them on our behalf, primarily for travel
costs.  These amounts were non-interest bearing and subsequently paid in
January 2003.


<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, 2002                        19
Consolidated Statements of Operations for the years ended December 31,
 2002 and 2001 and from inception (July 18, 2001) through December 31,
 2002                                                                     20
Consolidated Statements of Stockholders' Equity                           21
Consolidated Statements of Cash Flows for the years ended December 31,
 2002 and 2001 and from inception (July 18, 2001) through December 31,
 2002                                                                     22
Notes to Consolidated Financial Statements                                23

 (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 99 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

 (b) Reports on Form 8-K.

No reports Form 8-K were filed in the fourth quarter ended December 31, 2002.


                   ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. We believe our
disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-
14(c) of the Securities Exchange Act of 1934, as amended) are adequate, based
on our evaluation of such disclosure controls and procedures on January 7,
2003.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

                                  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: February 14, 2003               By /S/Kenneth J. Eaken, President,
                                      C.E.O. and Principal Accounting Officer

Date: February 14, 2003               By /S/J. Jehy Lah, Chairman of the
                                      Board of Directors

Date: February 14, 2003               By /S/Kyu Hong Hwang, Director

<PAGE>
<PAGE> 17
                              CERTIFICATIONS

I, Kenneth J. Eaken, certify that:

1. I have reviewed this annual report on Form 10-KSB of Lexon Technologies,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether of not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2003          /S/ Kenneth J. Eaken
                                 Principal Executive and 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, 2002, and the related
consolidated statements of operations, stockholders' equity (deficit), and
cash flows for the years ended December 31, 2002 and 2001 and from inception
on July 18, 2001 through December 31, 2002.  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, 2002, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 2002 and 2001 and from inception on July 18, 2001 through
December 31, 2002, 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 2 to
the consolidated financial statements, the Company has a working capital
deficit and has suffered recurring losses to date, which raises substantial
doubt about its ability to continue as a going concern.  Management's plans
with regard to these matters are also described in Note 2.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/S/ Chisholm & Associates
Chisholm & Associates
North Salt Lake, Utah
January 15, 2003

<PAGE>
<PAGE> 19

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

ASSETS
                                                                December 31,
                                                                    2002
                                                                ------------
CURRENT ASSETS
 Cash and cash equivalents (Note 1)                            $      86,801
 Advances to related parties (Note 4)                                 52,769
                                                                ------------
   Total Current Assets                                              139,570
                                                                ------------
PROPERTY AND EQUIPMENT, Net (Notes 1 and 3)                            8,074
                                                                ------------
TOTAL ASSETS                                                   $     147,644
                                                                ============



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable                                              $       5,811
 Accounts payable - related party (Note 4)                            15,126
 Accrued wages                                                       172,500
                                                                ------------
   Total Current Liabilities                                         193,437
                                                                ------------
CONTINGENT LIABILITIES (Note 5)                                      460,874
                                                                ------------
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, par value $0.001 per share;
  authorized 100,000,000 shares;
  19,548,778 shares issued and outstanding                            19,549
 Additional paid-in capital                                          469,474
 Deficit accumulated during the development stage                   (995,690)
                                                                ------------
   Total Stockholders' Equity (Deficit)                             (506,667)
                                                                ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                                              $     147,644
                                                                ============









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

<PAGE>
<PAGE> 20

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

                                                               From Inception
                                                              on July 18, 2001
                                       For the Year Ended         Through
                                          December 31,          December 31,
                                      2002           2001           2002
                                  ------------   ------------   ------------
REVENUES                         $           -  $           -  $           -
                                  ------------   ------------   ------------
EXPENSES
 Research and development                    -        405,000        405,000
 Selling, general and
  administrative                       473,687        116,957        590,644
 Depreciation and amortization           2,960            223          3,183
                                  ------------   ------------   ------------
   Total Expenses                      476,647        522,180        998,827
                                  ------------   ------------   ------------
LOSS FROM OPERATIONS                  (476,647)      (522,180)      (998,827)
                                  ------------   ------------   ------------
OTHER INCOME (EXPENSE)
 Interest income                         3,137              -          3,137
                                  ------------   ------------   ------------
   Total Other Income (Expense)          3,137              -          3,137
                                  ------------   ------------   ------------
NET LOSS                         $    (473,510) $    (522,180) $    (995,690)
                                  ============   ============   ============
BASIC LOSS PER SHARE             $       (0.03) $       (0.03)
                                  ============   ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING          18,558,885     16,630,000
                                  ============   ============







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

<PAGE>
<PAGE> 21

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

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

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

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

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

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

Receipt of subscription receivable                -              -              -        220,000              -

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

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

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

Net loss for the year ended
  December 31, 2002                               -              -              -              -       (473,510)
                                       ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2002               19,548,778  $      19,549  $     469,474  $           -  $    (995,690)
                                       ============   ============   ============   ============   ============

</TABLE>







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

<PAGE>
<PAGE> 22

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

                                                                                                  From Inception
                                                                                                on July 18, 2001
                                                                         For the Year Ended          Through
                                                                             December 31,          December 31,
                                                                         2002           2001           2002
                                                                     ------------   ------------   ------------
<S>                                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                            $    (473,510) $    (522,180) $    (995,690)
Adjustments to reconcile net loss to net cash
 (used) in operating activities:
 Depreciation and amortization                                              2,960            223          3,183
 Stock for services                                                             -         13,720         13,720
 Stock for technology                                                           -        375,000        375,000
Changes in assets and liabilities:
 Increase (decrease) in accounts payable
   and accrued expenses                                                   (27,232)         7,438        (19,794)
                                                                     ------------   ------------   ------------
   Net Cash (Used) in Operating Activities                               (497,782)      (125,799)      (623,581)
                                                                     ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment                                       (3,959)        (7,298)       (11,257)
Cash paid for related party notes receivables                             (27,000)       (40,769)       (67,769)
Cash received from related party notes receivables                          5,000         10,000         15,000
Cash placed into escrow                                                         -       (150,000)      (150,000)
Cash received from escrow                                                 150,000              -        150,000
Cash paid for note receivable                                            (200,000)             -       (200,000)
Note receivable converted in acquisition                                  200,000              -        200,000
Cash received in acquisition                                               34,408              -         34,408
                                                                     ------------   ------------   ------------
   Net Cash Provided by (Used in) Investing Activities                    158,449       (188,067)       (29,618)
                                                                     ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipt of subscription receivable                                        220,000              -        220,000
Cash received from issuance of common stock                               170,000        350,000        520,000
                                                                     ------------   ------------   ------------
   Net Cash Provided by Financing Activities                              390,000        350,000        740,000
                                                                     ------------   ------------   ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                  50,667         36,134         86,801

CASH AND CASH EQUIVALENTS AT BEG OF PERIOD                                 36,134              -              -
                                                                     ------------   ------------   ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $      86,801  $      36,134  $      86,801
                                                                     ============   ============   ============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
 Interest                                                           $           -  $           -  $           -
 Income taxes                                                       $           -  $           -  $           -

Non-Cash Investing and Financing Activities
 Stock issued for technology                                        $           -  $     375,000  $     375,000
 Stock issued for services                                          $           -  $      13,720  $      13,720

</TABLE>





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

<PAGE>
<PAGE> 23

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 1 -SUMMARY OF SIGNIFICANT 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), until the dissolution of CMC during 2002 as mentioned
below.  Collectively, they are referred to herein as the "Company".  Lexon was
incorporated under the laws of the State of Delaware on April 20, 1989 under
the name of California Cola Distributing Company, Inc.  The name was later
changed to Rexford, Inc. on October 1, 1992.  Effective July 21, 1999, the
name of the Company was changed from Rexford, Inc. to Lexon Technologies, Inc.

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

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

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

On April 14, 2002, the Company entered into a merger agreement (effective May
27, 2002) with Phacon Corporation (Phacon) to acquire 100% of the outstanding
common stock of Phacon by issuing 17,500,000 (post-split) shares of common
stock.  As part of the agreement, the Company effected a 1 for 10 reverse
stock split.  The acquired shares of Phacon were entirely canceled leaving the
Company as the surviving entity.


<PAGE>
<PAGE> 24

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

a.  Organization (Continued)

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

b.  Accounting Methods

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

c.  Cash and Cash Equivalents

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

d.  Principles of Consolidation

The consolidated financial statements include the accounts of Lexon
Technologies, Inc. and its wholly-owned subsidiary, Chicago Map Corporation up
until the date of dissolution.  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 reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period.  In these financial statements, assets,
liabilities and expenses involve extensive reliance on management's estimates.
Actual results could differ from those estimates.







<PAGE>
<PAGE> 25

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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,
                                                    2002           2001
                                                ------------   ------------
Numerator - (loss)                             $    (473,510) $    (522,180)

Denominator - weighted average number of
 shares outstanding                               18,558,885     16,630,000
                                                ------------   ------------
Loss per share                                 $       (0.03) $       (0.03)
                                                ============   ============

g.  Property and Equipment

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

  Description                 Estimated Useful Life
  -----------                 ---------------------
  Computer equipment               3 years
  Other equipment                  5 years

Depreciation expense for the years ended December 31, 2002 and 2001 was $2,960
and $223, respectively.

In accordance with Financial Accounting Standards Board Statement No. 144, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount.  At December 31, 2002, no impairments were recognized.

<PAGE>
<PAGE> 26

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h.  Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $982,264 that will be offset against
future taxable income.  These NOL carryforwards begin to expire in the year
2021.  No tax benefit has been reported in the consolidated financial
statements because the Company believes there is a 50% or greater chance the
carryforwards will expire unused.

Deferred tax asset and the valuation account is as follows at December 31,
2002:

Deferred tax asset:
   NOL carryforward                  $   245,566
   Valuation allowances                 (245,566)
                                      ----------
     Total                           $         -
                                      ==========

NOTE 2 -GOING CONCERN

The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has incurred significant losses which
have resulted in an accumulated deficit of $995,690 at December 31, 2002, a
working capital deficit of approximately $54,000, and limited internal
financial resources.  These factors combined, raise substantial doubt about
the Company's ability to continue as a going concern.  The accompanying
consolidated financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might result from the outcome of this
uncertainty.  It is the intent of management to continue to raise additional
funds to sustain operations and to pursue acquisitions of operating companies
in order to generate future profits for the Company.

NOTE 3 -PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2002:

  Computer equipment                    $   8,990
  Other equipment                           2,267
  Accumulated depreciation                 (3,183)
                                         --------
     Total property and equipment       $   8,074
                                         ========


<PAGE>
<PAGE> 27

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 4 -RELATED PARTY TRANSACTIONS

The Company has loaned $34,769 to a company which shares a common officer.
The amount is non-interest bearing and payable upon demand. The Company has
also loaned an additional $18,000 to certain officers and employees of the
Company.  These amounts are also non-interest bearing and payable upon demand.
Management of the Company believes the amounts to be fully collectible.
Accordingly, no allowance for bad debts has been recorded as of December 31,
2002.

The Company also owes certain officers of the Company a total of $15,126 for
expenses incurred on behalf of the Company, primarily travel costs.  These
amounts were subsequently paid in January 2003, and were non-interest bearing.

The Company leases office space from a related party on a month-to-month basis
at $2,530 per month.  Rent expense was $44,388 and $20,000 for the years ended
December 31, 2002 and 2001, respectively.

NOTE 5 -COMMITMENTS AND CONTINGENCIES

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

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

The Company has also entered into an employment agreement with its President
for annual compensation of $125,000, expiring on April 19, 2003.  In addition,
the Company has agreed, pursuant to a Board resolution, to pay a separate
officer annual compensation of $135,000 and an employee $85,000 per year.
These amounts have been accrued by the Company beginning July 1, 2002 and will
be paid once the Company has adequate cash.

NOTE 6 -2000 NON-QUALIFIED STOCK OPTION PLAN

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

<PAGE>
<PAGE> 28

LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001

NOTE 6 -2000 NON-QUALIFIED STOCK OPTION PLAN (Continued)

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

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.

Stock purchase warrants (post-split) outstanding at December 31, 2002 consist
of the following:

  Warrants convertible at an exercise price
   of $25.00 per share with expiration dates
   of August 2004.                                       7,500
                                                       --------
          Total                                          7,500
                                                       ========

NOTE 8 -FINANCIAL INSTRUMENTS

The recorded amounts for financial instruments, including cash equivalents,
receivables, investments, accounts payable and accrued expenses, and long-term
debt approximate their market values as of December 31, 2002.  The Company has
no investments in derivative financial instruments.

NOTE 9 -DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined in FASB No. 7.  It is
concentrating substantially all of its efforts in raising capital and defining
business operations in order to generate significant revenues.

NOTE 10 -SUBSEQUENT EVENT

Subsequent to December 31, 2002, the Company issued an additional 120,000
shares of its common stock valued at $0.83 per share for cash proceeds of
$100,000.