---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2009

[ ] 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.)
|                                                                     |                           
|14830 Desman Road La Mirada, California                              | 90638                     
|(Address of principal executive offices)                             | (Zip Code)                

Issuer's telephone number, including area code:(714) 522 0260

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 registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) , and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files.) Yes [X] No [ ]

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ] |                                                     | Accelerated filer [ ]        
|--------------------------- | --------------------------------------------------- | -----------------------------
|Non-accelerated filer [ ]   | (Do not check if a smaller
      reporting company) | Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.

As of October 20, 2009, Lexon had 482,477,222 shares of its
common stock, par value $.001 outstanding.

1

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                         | Page
|---------------------------------------------------------------------------------------- | ----
|                                                                                         |     
|Consolidated Financial
      Statements:                                                 |     
|Consolidated Balance Sheets                                                              | 3   
|Consolidated Statements of Operations                                                    | 4   
|Consolidated Statement of Shareholders Deficiency and
      Comprehensive Income (Loss) | 5   
|Consolidated Statements of Cash Flows                                                    | 8   
|Notes to Consolidated
      Financial Statements                                         | 10  

2

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
|---------------------------------------
|(A Development Stage Company)          
|Consolidated Balance Sheets            

|                                                              |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                              |   | 2009          |   |   | 2008         |  
|                                                              |   | (unaudited)   |   |   |              |  
|                                                              |   |               |   |   |              |  
|ASSETS                                                        |   |               |   |   |              |  
|                                                              |   |               |   |   |              |  
|Current Assets                                                |   |               |   |   |              |  
|Cash and cash equivalents                                     | $ | 403           |   | $ | 3,727        |  
|                                                              |   |               |   |   |              |  
|Property and equipment, net                                   |   | 889           |   |   | 1,012        |  
|                                                              |   |               |   |   |              |  
|Assets related to discontinued operations                     |   | -             |   |   | -            |  
|                                                              |   |               |   |   |              |  
|Total assets                                                  | $ | 1,292         |   | $ | 4,739        |  
|                                                              |   |               |   |   |              |  
|                                                              |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIENCY                |   |               |   |   |              |  
|                                                              |   |               |   |   |              |  
|Current liabilities:                                          |   |               |   |   |              |  
|Accounts payable                                              | $ | 26,847        |   | $ | 26,847       |  
|Due to related parties                                        |   | 587,574       |   |   | 1,320,481    |  
|Accrued expenses                                              |   | 59,119        |   |   | 49,276       |  
|Notes payable                                                 |   | 262,982       |   |   | 169,982      |  
|Liabilities related to discontinued operations                |   | 415,458       |   |   | 390,776      |  
|Total
      current liabilities                               |   | 1,351,980     |   |   | 1,957,362    |  
|                                                              |   |               |   |   |              |  
|Contingent liabilities                                        |   | 274,610       |   |   | 274,610      |  
|                                                              |   |               |   |   |              |  
|Stockholders deficiency:                                     |   |               |   |   |              |  
|Common stock, $0.001 par value;                               |   |               |   |   |              |  
|100,000,000 shares authorized;                                |   |               |   |   |              |  
|34,183,778
      shares issued and outstanding                |   | 34,184        |   |   | 34,184       |  
|Additional paid-in capital                                    |   | 3,066,839     |   |   | 3,066,839    |  
|Accumulated other comprehensive loss                          |   | (194,625      | ) |   | (151,800     | )
|Deficit accumulated during the
      development stage        |   | (4,372,008    | ) |   | (5,012,932   | )
|Total Lexon Technologies,
      Inc. stockholders deficiency |   | (1,465,610    | ) |   | (2,063,709   | )
|Noncontrolling interests                                      |   | (159,688      | ) |   | (163,524     | )
|Total stockholders'
      deficiency                          |   | (1,625,298    | ) |   | (2,227,233   | )
|                                                              |   |               |   |   |              |  
|Total liabilities and stockholders' deficiency                | $ | 1, 292        |   | $ | 4,739        |  

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

3

---

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

|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   | From July 18, |  
|----------------------------------------- | - | ------------------------- | - | - | ------------------------ | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   | 2001          |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   | (Inception)   |  
|                                          |   | For the Three Month Ended |   |   | For the Nine Month Ended |   |   | through       |  
|                                          |   | September 30,             |   |   | September 30,            |   |   | September 30, |  
|                                          |   | 2009                      |   |   | 2008                     |   |   | 2009          |   |   | 2008       |   |   | 2009          |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Revenue                                   | $ | -                         |   | $ | -                        |   | $ | -             |   | $ | -          |   | $ | 22,031        |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Operating expenses:                       |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Research and development                  |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | -             |  
|Selling, general and
      administrative |   | 26,691                    |   |   | 19,254                   |   |   | 99,247        |   |   | 53,861     |   |   | 3,907,962     |  
|Total operating expenses                  |   | 26,691                    |   |   | 19,254                   |   |   | 99,247        |   |   | 53,861     |   |   | 3,907,962     |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Loss from operations                      |   | (26,691                   | ) |   | (19,254                  | ) |   | (99,247       | ) |   | (53,861    | ) |   | (3,885,931    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Other income (expenses):                  |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Interest income                           |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | 39,817        |  
|Other income                              |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | 6,000         |  
|Loss on sale of assets                    |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | (1,134        | )
|Gain on debt cancellation                 |   | 750,014                   |   |   | -                        |   |   | 750,014       |   |   | -          |   |   | 1,657,886     |  
|Interest expense                          |   | (3,281                    | ) |   | (2,117                   | ) |   | (9,843        | ) |   | (6,304     | ) |   | (806,172      | )
|Loss from investment                      |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | (11,667       | )
|Net
      other income (expenses)         |   | 746,733                   |   |   | (2, 117                  | ) |   | 740,171       |   |   | (6,304     | ) |   | 884,730       |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Income (loss) before income tax           |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|and noncontrolling interests              |   | 720,042                   |   |   | (21,371                  | ) |   | 640,924       |   |   | (60,165    | ) |   | (3,001,201    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Income taxes                              |   | -                         |   |   | -                        |   |   | -             |   |   | 6,326      |   |   | 6,326         |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Income(loss) from continuing              |   | 720,042                   |   |   | (21,371                  | ) |   | 640,924       |   |   | (66,491    | ) |   | (3,007,527    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Loss from discontinued operations         |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | (1,513,399    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Net income(loss) before noncontrolling    |   | 720,042                   |   |   | (21,371                  | ) |   | 640,924       |   |   | (66,491    | ) |   | (4,520,926    | )
|interest                                  |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Less: Net loss attributable to            |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|The noncontrolling interest               |   | -                         |   |   | -                        |   |   | -             |   |   | -          |   |   | (148,918      | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Net income(loss) attributable to Lexon    |   | 720,042                   |   |   | (21,371                  | ) |   | 640,924       |   |   | (66,491    | ) |   | (4,372,008    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Other comprehensive income (loss):        |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Foreign currency translation              |   | (48,056                   | ) |   | 86,836                   |   |   | (38,989       | ) |   | 163,754    |   |   | (205,395      | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Comprehensive income (loss)               | $ | 671,986                   |   | $ | 65,465                   |   | $ | 601,935       |   | $ | 97,263     |   | $ | (4,577,403    | )
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Basis earnings (loss) per share           | $ | 0.02                      |   | $ | (0.00                    | ) | $ | 0.02          |   | $ | (0.00      | ) |   |               |  
|                                          |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Weighted average number of                |   |                           |   |   |                          |   |   |               |   |   |            |   |   |               |  
|Common stocks outstanding                 |   | 34,183,778                |   |   | 34,183,778               |   |   | 34,183,778    |   |   | 34,183,778 |   |   |               |  

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

4

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY           
|--------------------------------------------------
|(A Development Stage Company)                     
|Consolidated Statement of Stockholders' Deficiency
|(Unaudited)                                       

|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   | Deficit        |   |   |               |  |   |          |  
|---------------------- |  | ------------ |  | - | ------- |  | - | ------------ | - | - | ------------- | - | - | ------------- |  | - | -------------- | - | - | ------------- |  | - | -------- | -
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   | Accumulated   |  |   | Accumulated    |   |   |               |  |   |          |  
|                       |  |              |  |   |         |  |   | Additional   |   |   |               |   |   | Other         |  |   | During the     |   |   |               |  |   | Total    |  
|                       |  | Common Stock |  |   | Paid-in |  |   | Subscription |   |   | Comprehensive |   |   | Development   |  |   | Noncontrolling |   |   | Shareholders | 
|                       |  | Shares       |  |   | Amount  |  |   | Capital      |   |   | Receivable    |   |   | Income (loss) |  |   | Stage          |   |   | Interest      |  |   | Equity   |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Balance, Jul 18,       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|2001                   |  | -            |  | $ | -       |  | $ | -            |   | $ | -             |   | $ | -             |  | $ | -              |   | $ | -             |  | $ | -        |  
|Jul 2001 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for services at |  | 13,720,000   |  |   | 13,720  |  |   | -            |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 13,720   |  
|Aug 2001 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.25 per share        |  | 2,280,000    |  |   | 2,280   |  |   | 567,720      |   |   | (220,000      | ) |   | -             |  |   | -              |   |   | -             |  |   | 350,000  |  
|Oct 2001 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for             |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|technology at $0.25    |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|per share              |  | 1,500,000    |  |   | 1,500   |  |   | 373,500      |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 375,000  |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Net loss for the year  |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|ended Dec 31, 2001     |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | -             |  |   | (522,180       | ) |   | -             |  |   | (522,180 | )
|Balance, Dec 31,       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|2001                   |  | 17,500,000   |  |   | 17,500  |  |   | 941,220      |   |   | (220,000      | ) |   | -             |  |   | (522,180       | ) |   | -             |  |   | 216,540  |  
|Receipt of             |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|subscription           |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|receivable             |  | -            |  |   | -       |  |   | -            |   |   | 220,000       |   |   | -             |  |   | -              |   |   | -             |  |   | 220,000  |  
|Apr 2002 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued to acquire      |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Phacon Corp (Note      |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|1)                     |  | 1,648,778    |  |   | 1,649   |  |   | (641,346     | ) |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | (639,697 | )
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Sep 2002 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.25 per share        |  | 280,000      |  |   | 280     |  |   | 69,720       |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 70,000   |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Dec 2002 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.83 per share        |  | 120,000      |  |   | 120     |  |   | 99,880       |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 100,000  |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Net loss for the year  |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|ended Dec 31, 2002     |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | -             |  |   | (473,510       | ) |   | -             |  |   | (473,510 | )
|Balance, Dec 31,       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|2002                   |  | 19,548,778   |  |   | 19,549  |  |   | 469,474      |   |   | -             |   |   | -             |  |   | (995,690       | ) |   | -             |  |   | (506,667 | )
|Jan 2003 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.83 per share        |  | 240,000      |  |   | 240     |  |   | 199,760      |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 200,000  |  
|Mar 2003  stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.25 per share        |  | 840,000      |  |   | 840     |  |   | 209,160      |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 210,000  |  
|Dec 2003 - stock       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|issued for cash at     |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|$0.25 per share        |  | 60,000       |  |   | 60      |  |   | 14,940       |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | 15,000   |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Comprehensive          |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|income                 |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Net loss for the year  |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|ended Dec 31, 2003     |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | -             |  |   | (611,808       | ) |   | -             |  |   | (611,808 | )
|Foreign currency       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|translation            |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | 4,729         |  |   | -              |   |   | -             |  |   | 4,729    |  
|                       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|Total comprehensive    |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|income                 |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | -             |  |   | -              |   |   | -             |  |   | (607,079 | )
|Balance, Dec 31,       |  |              |  |   |         |  |   |              |   |   |               |   |   |               |  |   |                |   |   |               |  |   |          |  
|2003                   |  | 20,688,778   |  | $ | 20,689  |  | $ | 893,334      |   | $ | -             |   | $ | 4,729         |  | $ | (1,607,498     | ) | $ | -             |  | $ | (688,746 | )

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

5

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY                             
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Consolidated Statement of Stockholders' Deficiency
      (Continued)
|(Unaudited)                                                         

|                                   |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   | Deficit        |   |   |               |   |   |            |  
|---------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ |  | - | ----------------- |  | - | ------------- | - | - | -------------- | - | - | ------------- | - | - | ---------- | -
|                                   |  |              |  |   |         |  |   |              |  |   |                   |  |   | Accumulated   |   |   | Accumulated    |   |   |               |   |   |            |  
|                                   |  |              |  |   |         |  |   | Additional   |  |   |                   |  |   | Other         |   |   | During the     |   |   |               |   |   | Total      |  
|                                   |  | Common Stock |  |   | Paid-in |  |   | Subscription |  |   | **Comprehensive** |  |   | Development   |   |   | Noncontrolling |   |   | Shareholders |  
|                                   |  | Shares       |  |   | Amount  |  |   | Capital      |  |   | Receivable        |  |   | Income (loss) |   |   | Stage          |   |   | Interest      |   |   | Equity     |  
|Balance, Dec 31, 2003              |  | 20,688,778   |  | $ | 20,689  |  | $ | 893,334      |  | $ | -                 |  | $ | 4,729         |   | $ | (1,607,498     | ) | $ | -             |   | $ | (688,746   | )
|Oct 2004 - stock issued for cash   |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|at $0.25 per share                 |  | 4,000,000    |  |   | 4,000   |  |   | 996,000      |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | 1,000,000  |  
|Dec 2004 - stock issued for cash   |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|at $0.11 per share                 |  | 6,125,000    |  |   | 6,125   |  |   | 693,875      |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | 700,000    |  
|Dec 2004 - stock issued for        |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|services at $0.25 per share        |  | 1,000,000    |  |   | 1,000   |  |   | 249,000      |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | 250,000    |  
|Dec 2004 - stock issued in lieu of |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|outstanding debt at $0.10 per      |  | 2,370,000    |  |   | 2,370   |  |   | 234,630      |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | 237,000    |  
|share                              |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Comprehensive income               |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net loss for the year ended Dec    |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|31, 2004                           |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | (895,710       | ) |   | (11,490       | ) |   | (907,200   | )
|Foreign currency translation       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | 1,433         |   |   | -              |   |   | 156           |   |   | 1,589      |  
|Total comprehensive income         |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | (905,611   | )
|Balance, Dec 31, 2004              |  | 34,183,778   |  |   | 34,184  |  |   | 3,066,839    |  |   | -                 |  |   | 6,162         |   |   | (2,503,208     | ) |   | (11,334       | ) |   | 592,643    |  
|Comprehensive income               |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net loss for the year ended Dec    |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|31, 2005                           |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | (459,251       | ) |   | 10,980        |   |   | (448,271   | )
|Foreign currency translation       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | (74,542       | ) |   | -              |   |   | (8,136        | ) |   | (82,678    | )
|Total comprehensive income         |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | (530,949   | )
|Balance, Dec 31, 2005              |  | 34,183,778   |  |   | 34,184  |  |   | 3,066,839    |  |   | -                 |  |   | (68,380       | ) |   | (2,962,459     | ) |   | (8,490        | ) |   | 61,694     |  
|Comprehensive income               |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net loss for the year ended Dec    |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|31, 2006                           |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | (2,797,639     | ) |   | (163,962      | ) |   | (2,961,601 | )
|Foreign currency translation       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | (18,729       | ) |   | -              |   |   | (2,044        | ) |   | (20,773    | )
|Investment loss                    |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | (22,704       | ) |   | -              |   |   | -             |   |   | (22,704    | )
|Total comprehensive income         |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | (3,005,078 | )
|Balance, Dec 31, 2006              |  | 34,183,778   |  |   | 34,184  |  |   | 3,066,839    |  |   | -                 |  |   | (109,813      | ) |   | (5,760,098     | ) |   | (174,496      | ) |   | (2,943,384 | )
|Comprehensive income               |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net income for the year ended      |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Dec 31, 2007                       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | 749,430        |   |   | (91           | ) |   | 749,339    |  
|Foreign currency translation       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | 4,083         |   |   | -              |   |   | 446           |   |   | 4,529      |  
|Total comprehensive income         |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | 753,868    |  
|Balance, Dec 31, 2007              |  | 34,183,778   |  |   | 34,184  |  |   | 3,066,839    |  |   | -                 |  |   | (105,730      | ) |   | (5,010,668     | ) |   | (174,141      | ) |   | (2,189,516 | )
|Comprehensive income               |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net income for the year ended      |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Dec 31, 2008                       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | (2,264         | ) |   | 15,645        |   |   | 13,381     |  
|Foreign currency translation       |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | (46,070       | ) |   | -              |   |   | (5,028        | ) |   | (51,098    | )
|                                   |  |              |  |   |         |  |   |              |  |   |                   |  |   |               |   |   |                |   |   |               |   |   |            |  
|Total comprehensive income         |  | -            |  |   | -       |  |   | -            |  |   | -                 |  |   | -             |   |   | -              |   |   | -             |   |   | (37,717    | )
|Balance, Dec 31, 2008              |  | 34,183,778   |  | $ | 34,184  |  | $ | 3,066,839    |  | $ | -                 |  | $ | (151,800      | ) | $ | (5,012,932     | ) | $ | (163,524      | ) | $ | (2,227,233 | )

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

6

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY                             
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|Consolidated Statement of Stockholders' Deficiency
      (Continued)
|(Unaudited)                                                         

|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   | Deficit        |   |   |               |   |   |            |  
|------------------------------ |  | ------------ |  | - | ------- |  | - | ------------ |  | - | ------------- |  | - | ------------- | - | - | -------------- | - | - | ------------- | - | - | ---------- | -
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   | Accumulated   |   |   | Accumulated    |   |   |               |   |   |            |  
|                               |  |              |  |   |         |  |   | Additional   |  |   |               |  |   | Other         |   |   | During the     |   |   |               |   |   | Total      |  
|                               |  | Common Stock |  |   | Paid-in |  |   | Subscription |  |   | Comprehensive |  |   | Development   |   |   | Noncontrolling |   |   | Shareholders |  
|                               |  | Shares       |  |   | Amount  |  |   | Capital      |  |   | Receivable    |  |   | Income (loss) |   |   | Stage          |   |   | Interest      |   |   | Equity     |  
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|Balance, Dec 31, 2008          |  | 34,183,778   |  | $ | 34,184  |  | $ | 3,066,839    |  | $ | -             |  | $ | (151,800      | ) | $ | (5,012,932     | ) | $ | (163,524      | ) | $ | (2,227,233 | )
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|Comprehensive income           |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|Net income for the nine months |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|ended Sep 30, 2009             |  | -            |  |   | -       |  |   | -            |  |   | -             |  |   | -             |   |   | 640,924        |   |   | -             |   |   | 640,924    |  
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|Foreign currency translation   |  | -            |  |   | -       |  |   | -            |  |   | -             |  |   | (42,825       | ) |   | -              |   |   | 3,836         |   |   | (38,989    | )
|Total comprehensive            |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|income(loss)                   |  | -            |  |   | -       |  |   | -            |  |   | -             |  |   | -             |   |   | -              |   |   | -             |   |   | 601,935    |  
|                               |  |              |  |   |         |  |   |              |  |   |               |  |   |               |   |   |                |   |   |               |   |   |            |  
|Balance, Sep 30, 2009          |  | 34,183,778   |  | $ | 34,184  |  | $ | 3,066,839    |  | $ | -             |  | $ | (194,625      | ) | $ | (4,372,008     | ) | $ | (159,688      | ) | $ | (1,625,298 | )

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

7

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
|---------------------------------------
|(A Development Stage Company)          
|Consolidated Statements of Cash Flows  
|(Unaudited)                            

|                                                                                        |   |                     |   |   |             |   |   | From July 18, 2001 |  
|--------------------------------------------------------------------------------------- | - | ------------------- | - | - | ----------- | - | - | ------------------ | -
|                                                                                        |   | For the Years Ended |   |   | (Inception) |  
|                                                                                        |   | September 30,       |   |   | through     |  
|                                                                                        |   | 2009                |   |   | 2008        |   |   | September 30, 2009 |  
|Cash Flows From Operating
      Activities:                                             |   |                     |   |   |             |   |   |                    |  
|Net income (loss)                                                                       | $ | 640,924             |   | $ | (66,491     | ) | $ | (4,520,926         | )
|Adjustments to reconcile net income (loss)
      to net cash                            |   |                     |   |   |             |   |   |                    |  
|used in operating activities                                                            |   |                     |   |   |             |   |   |                    |  
|Depreciation and amortization                                                           |   | 123                 |   |   | 679         |   |   | 13,848             |  
|Stock for services                                                                      |   | -                   |   |   | -           |   |   | 263,720            |  
|Stock for technology                                                                    |   | -                   |   |   | -           |   |   | 375,000            |  
|Gain on forgiveness of debt                                                             |   | (750,014            | ) |   | -           |   |   | (1,657,886         | )
|Loss on sale of assets                                                                  |   | -                   |   |   | -           |   |   | 1,134              |  
|Change in assets and liabilities:                                                       |   |                     |   |   |             |   |   |                    |  
|(Decrease) increase in
      accounts payable                                           |   | -                   |   |   | (147,682    | ) |   | 26,847             |  
|(Decrease) increase in due to related parties                                           |   | 2,800               |   |   | -           |   |   | 840,814            |  
|(Decrease) increase in accrued
      expenses                                           |   | 9,843               |   |   | 6,304       |   |   | 59,118             |  
|Increase in contingent liabilities                                                      |   | -                   |   |   | -           |   |   | 274,610            |  
|Net cash provided by operating
      activities from continuing operations              |   | (96,324             | ) |   | (207,190    | ) |   | (4,323,721         | )
|Net cash generated by (used in) operating
      activities from discontinued operations |   | -                   |   |   | -           |   |   | 390,776            |  
|Net Cash
      Used in Operating Activities                                             |   | (96,324             | ) |   | (207,190    | ) |   | (3,932,945         | )
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Cash Flows From Investing
      Activities:                                             |   |                     |   |   |             |   |   |                    |  
|Acquisition of property and equipment                                                   |   | -                   |   |   | -           |   |   | (16,114            | )
|Proceeds received on sale of
      fixed assets                                         |   | -                   |   |   | -           |   |   | 243                |  
|Net
      Cash Used in Investing Activities                                             |   | -                   |   |   | -           |   |   | (15,871            | )
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Cash Flows From Financing Activities:                                                   |   |                     |   |   |             |   |   |                    |  
|Proceeds from related party
      notes                                                 |   | -                   |   |   | 15,720      |   |   | 482,468            |  
|Proceeds from notes payable                                                             |   | 93,000              |   |   | -           |   |   | 1,449,469          |  
|Payments made on notes payable                                                          |   | -                   |   |   | -           |   |   | (41,615            | )
|Proceeds from issuance of common stock                                                  |   | -                   |   |   | -           |   |   | 2,225,303          |  
|Net Cash
      Provided by Financing Activities                                         |   | 93,000              |   |   | 15,720      |   |   | 4,115,625          |  
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Net increase (decrease) in cash and cash
      equivalents                              |   | (3,324              | ) |   | (191,470    | ) |   | 166,809            |  
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Effect of currency exchange rate changes                                                |   |                     |   |   |             |   |   |                    |  
|On cash and cash equivalents                                                            |   | -                   |   |   | 187,232     |   |   | (166,406           | )
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Cash and cash equivalent at beginning of period                                         |   | 3,727               |   |   | 5,255       |   |   | -                  |  
|                                                                                        |   |                     |   |   |             |   |   |                    |  
|Cash and cash equivalent at end of period                                               | $ | 403                 |   | $ | 1,017       |   | $ | 403                |  

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

8

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
|---------------------------------------
|(A Development Stage Company)          
|Consolidated Statements of Cash Flows  
|(Unaudited)                            

|                                            |   |                     |  |   |             |  |   | From July 18, 2001 | 
|------------------------------------------- | - | ------------------- |  | - | ----------- |  | - | ------------------ | 
|                                            |   | For the Years Ended |  |   | (Inception) | 
|                                            |   | September 30,       |  |   | through     | 
|                                            |   | 2009                |  |   | 2008        |  |   | September 30, 2009 | 
|Supplemental Cash Flow Information:         |   |                     |  |   |             |  |   |                    | 
|                                            |   |                     |  |   |             |  |   |                    | 
|Cash Payments For                           |   |                     |  |   |             |  |   |                    | 
|Interest                                    | $ | -                   |  | $ | -           |  | $ | 717,548            | 
|                                            |   |                     |  |   |             |  |   |                    | 
|Non-Cash Investing and Financing Activities |   |                     |  |   |             |  |   |                    | 
|Stock
      issued for technology           | $ | -                   |  | $ | -           |  | $ | 375,000            | 
|Stock issued for services                   | $ | -                   |  | $ | -           |  | $ | 263,720            | 
|Stock
      issued for in lieu of debt      | $ | -                   |  | $ | -           |  | $ | 237,000            | 

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

9

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited)                               

1. Nature of Business and Going Concern

Nature of Business

Lexon Technologies, Inc. ("the Company" or "Lexon") was
incorporated in April 1989 under the laws of state of Delaware, and owns 90.16%
of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone
Co., Ltd ("Techone")) which had developed and manufactured Low Temperature
Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC
circuit boards, LTCC Light Emitting Diode (LED) displays and related products
for the semiconductor testing and measurement, custom Printed Circuit Board
(PCB), and cellular phone industries. The Company currently has no business
activities.

Initially registered as California Cola Distributing Company,
Inc, the Company changed its name twice; first to Rexford, Inc. in October 1992,
and to the current name in July 1999.

In July 1999, Lexon acquired 100% of the outstanding common
stock of Chicago Map Corporation (CMC) in exchange for 10,500,000 shares of the
Company's common stock through a reverse acquisition accompanied by a
recapitalization. The surviving entity, Lexon, reflected the assets and
liabilities of Lexon and CMC at their historical book values. Lexon dissolved
CMC in 2002.

In April 2002, Lexon acquired 100% of the outstanding common
stock of Phacon Corporation (Phacon) in exchange for 17,500,000 shares of
Company's common stock through a reverse acquisition accompanied by a
recapitalization. As part of the agreement, the Company elected a 1 for 10
reverse stock split and the acquired shares of Phacon were entirely canceled
leaving the Company as the surviving entity.

In March 2003, the Company incorporated Lexon Korea Corporation
(Lexon Korea) as a wholly-owned subsidiary in Korea for the purpose of
entering into potential business combinations with Korean operating entities.
Lexon Korea was reorganized in August 2005, and as a result, the Companys
equity share in Lexon Korea was reduced to 10%.

In December 2004, the Company acquired 90.16% of the voting
stock of Techone Company, Ltd, a company in Korea, by investing $1,588,000. The
Company recognized goodwill of $1,851,692 in the acquisition. The Company
acquired Techone to develop it as the Companys core operating business in Korea
for manufacturing and selling LTCC related products. However, the development of
the LTCC related products was not successful, and the operations of Techone
became highly leveraged financially. In August 2005, certain creditors filed an
involuntary foreclosure and sold Techones assets through public auction to
satisfy secured debts. This disposal of assets resulted in a gain $1,315,469 for
the year ended December 31, 2005. In February 2006, Techone changed its name to
Lexon Semiconductor Corporation and all of its operation has been suspended due
to lack of operating working capital. Lexon Semi was dissolved on October 28,
2009 based on a decision of shareholders meeting. Lexon Semi has $241,000 of due
to related party and $415,000 of liabilities relation to discontinued operations
as of September 30,2009.

On October 7, 2009, Paragon, a California corporation, entered
into an Agreement and Plan of Merger (the Merger Agreement) with the Company
whereby the Company issued 347,448,444 shares of common stock (the Common
Stock) of the Company (the Acquisition Shares) to the shareholders of
Paragon, representing approximately 67% of the issued and outstanding Common
Stock after completion of the merger in October 2009. The effective date of the
Merger is October 22, 2009 (Effective Date). We have decided to maintain the
name of our predecessor company.

Going Concern

The Companys consolidated financial statements are presented
  on a going concern basis, which contemplates the realization of assets and satisfaction
  of liabilities in the normal course of business. The Company has experienced
  recurring losses which have resulted in an accumulated deficit of $ 4,372,008
  and a working capital deficit of approximately $1,351,577 as of September 30,
  2009. The development of the LTCC related products by Lexon Semi, which had
  been pursued as the Companys core business, was unsuccessful, and most
  of assets of Lexon Semi were foreclosed and sold by creditors in August 2005.
  Since then, the operations of Lexon Semi have been suspended. These situations
  raise substantial doubt about the Company's ability to continue as a going concern.
  The Companys ability to continue as a going concern is contingent upon
  its ability to secure additional financing, initiate sales of its products and
  attain profitable operations.

The Companys management is currently pursuing various sources
  of equity or debt financing, although there can be no assurance that the Company
  will be able to secure financing when needed or obtain on such terms that are
  satisfactory to the Company.

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.

10

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|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

2. Significant Accounting Policies

The following summary of significant accounting polices of the
Company is presented to assist in understanding the Companys financial
statements. These accounting policies conform to the accounting principles
generally accepted in the United States of America, and have been consistently
applied in the preparation of the financial statements.

Principles of Consolidation. The consolidated financial
statements include the accounts of Lexon Technologies, Inc., and its
majority-owned subsidiary, Lexon Semiconductor Co., Ltd. All material
intercompany accounts and transactions have been eliminated in the
consolidation. Minority interests are recorded to the extent of equity owned.
Losses in excess of minority interest equity capital are charged against the
majority interest and will be reversed when the losses reverse.

Use of Estimates. Preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and related notes to financial
statements. These estimates are based on management's best knowledge of current
events and actions the Company may undertake in the future. Actual results may
ultimately differ from estimates, although management does not believe such
changes will materially affect the financial statements in any individual
year.

Revenue Recognition. Revenue is recognized, in
accordance with Staff Accounting Bulletin No. 104 "Revenue Recognition in
Financial Statements" ("SAB No. 104"), when delivery has occurred provided there
is persuasive evidence of an agreement, the fee is fixed or determinable and
collection of the related receivable is probable. As such, the Company
recognizes revenue for its products generally when the product is shipped and
title passes to the buyer. There are no multi-deliverables or product warranties
requiring accounting recognition.

Translation of Foreign Currency. The Company applies
FASB No. 52, Foreign Currency Translation, for translating foreign
currency into US dollars in our consolidation of the financial statements. Upon
consolidation of the Companys foreign subsidiary into the Companys
consolidated financial statements, any balances with the subsidiary denominated
in the foreign currency are translated at the exchange rate at year end. The
financial statements of Lexon Semi have been translated based upon Korean Won as
the functional currency. Lexon Semis liabilities were translated using the
exchange rate at period end and income and expense items were translated at the
average exchange rate for the periods reported. The resulting translation
adjustment was included in other comprehensive income (loss).

Cash and Cash Equivalents.The Company considers all
highly liquid investments with maturity dates of three months or less when
purchased to be cash equivalents.

Property and Equipment.Property and equipment are
stated at cost less accumulated depreciation and amortization. Additions and
major renewals are capitalized. Repairs and maintenance are charged to expense
as incurred. Upon disposal, the related cost and accumulated depreciation are
removed from the accounts, with the resulting gain or loss included in operating
income. Depreciation is provided principally on the straight-line method over
the estimated useful lives of the assets, which range from three to forty
years.

In accordance with Statement of Financial Accounting Standards
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.

Investments.Investments in available-for-sale securities
  are being recorded in accordance with Statement of Financial Accounting Standards
  No. 115, "Accounting for Certain Investments in Debt and Equity Securities".
  Equity securities that are not held principally for the purpose of selling in
  the near term are reported at fair market value with unrealized holding gains
  and losses excluded from earnings and reported as a separate component of stockholders'
  equity. Investments in equities where the Company has the ability to exercise
  influence over the operations are accounted for using the equity method.

Intangible Assets.Intangible assets such as cost of obtaining
  industrial rights and patents are stated at cost, net of amortization computed
  using the straight-line method over five to ten years.

Goodwill.Beginning January 1, 2002, the Company adopted
  Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill
  and Other Intangible Assets. According to this statement, goodwill and other
  intangible assets are no longer subject to amortization, but instead must be
  reviewed annually for impairment by applying a fair value-based test.

Impairment of Long-lived Assets. The Company reviews long-lived
  assets to be held and used in operations for impairment whenever events or changes
  in circumstances indicate that the carrying value of an asset may be impaired.
  An impairment loss is recognized when the estimated fair value of the assets
  is less than the carrying value of the assets. The Company recognized no impairment
  during the nine months ended September 30, 2009 and 2008.

11

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|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

Basic Earning (Loss) Per Share.The computations of
basic earning (loss) per share of common stock are based on the weighted average
number of common shares outstanding during the each 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
anti-dilutive for the periods presented.

Fair Value of Financial Instrument.The estimated fair
value of amounts reported in the consolidated financial statements have been
determined using available market information and valuation methodologies, as
applicable. The carrying amount of cash and cash equivalents, accounts payable,
and all other liabilities approximate their fair value because of their short
term maturities at September 30, 2009 and December 31, 2008, unless otherwise
stated.

Stock-Based Compensation. The Company accounts for
share-based compensation in accordance with the fair value recognition
provisions of SFAS No. 123(R),Share-based Payment , which requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the consolidated financial statements based on their fair
values. The fair value of stock options is calculated by using the Black-Scholes
option pricing formula that requires estimates for expected volatility, expected
dividends, the risk-free interest rate and the term of the option. If any of the
assumptions used in the Black-Scholes model change significantly, share-based
compensation expense may differ materially in the future from that recorded in
the current period.

Income Taxes.Income taxes are provided under the asset
and liability method as required by SFAS No. 109,Accounting for Income
Taxes . Under this method, deferred income taxes are recognized for the tax
consequences of temporary differences by applying enacted statutory tax rates
applicable to future years to differences between the financial statement
carrying amounts and the tax basis of existing assets and liabilities. The
effect of a tax rate change on deferred taxes is recognized in operations in the
period that the change in the rate is enacted. Valuation allowances are
established when necessary to reduce net deferred tax assets to the amount
expected to be realized.

The Company adopted the provisions of Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 (FIN 48) on January 1, 2007. At the adoption date and as of
December 31, 2007, the Company had no material unrecognized tax benefits and no
adjustments to liabilities or operations were required. The Company recognizes
interest and penalties related to uncertain tax positions in income tax expense.
There was no expense related to interest and penalties for the nine months ended
September 30, 2009 and 2008.

Recent Accounting Pronouncements. In December 2007, the
FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51 (SFAS 160). This statement establishes
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. Minority interests will
be recharacterized as noncontrolling interests and classified as a component of
shareholders equity separate from the parents equity. In addition, SFAS 160
establishes reporting requirements that provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. This statement is effective
prospectively, except for certain retrospective disclosure requirements, for
fiscal years beginning after December 15, 2008. The Company has adopted SFAS 160
as of January 1, 2009.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1,
  Accounting for Convertible Debt Instruments That May Be Settled in Cash
  upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1)
  which clarifies that convertible debt instruments that may be settled in cash
  or other assets upon conversion are not addressed by APB No. 14, Accounting
  for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally,
  FSP APB 14-1 requires an entity to separately account for the liability and
  equity components of a convertible instrument to reflect an entity's nonconvertible
  debt borrowing rate when interest cost is recognized in subsequent periods.
  FSP APB 14-1 also expands the disclosure requirements regarding convertible
  debt instrument terms and how the instrument is reflected in an entity's financial
  statements. FSP APB 14-1 is effective for financial statements issued for fiscal
  years beginning after December 15, 2008, and interim periods within those fiscal
  years. The Company has adopted APB 14-1 as of January 1, 2009.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy
  of Generally Accepted Accounting Principles (SFAS 162). SFAS
  162 is intended to improve financial reporting by identifying a consistent framework,
  or hierarchy, for selecting accounting principles to be used in preparing financial
  statements that are presented in conformity with U.S. generally accepted accounting
  principles for nongovernmental entities. SFAS 162 will become effective 60 days
  following the SECs approval of the Public Company Accounting Oversight
  Board Auditing amendments to AU Section 411, The Meaning of Present Fairly
  in Conformity with Generally Accepted Accounting Principles. The Company
  is currently evaluating the impact of SFAS 162.



12

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|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

In April 2009, the FASB issued FASB Staff Position No.
141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies (FSP 141(R)-1), which amends SFAS
No. 141 (Revised 2007), Business Combinations (SFAS 141(R)). FSP 141(R)-1
applies to all assets acquired and liabilities assumed in a business combination
that arise from contingencies that would be within the scope of SFAS No. 5,
Accounting for Contingencies, if not acquired or assumed in a business
combination, except for assets or liabilities arising from contingencies that
are subject to specific guidance in SFAS 141(R). The provisions of FSP 141(R)-1
that amend SFAS 141(R) are effective for the first annual reporting period
beginning on or after December 15, 2008. The Company adopted FSP 141(R)-1 on
January 1, 2009, and the impact of this guidance will depend upon the nature,
terms, and size of the acquisitions we consummate.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS
115-2 and FAS 124-2), which amends SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, and SFAS No. 124, Accounting for
Certain Investments Held by Not-for-Profit Organizations. This FSP amends the
other-than-temporary guidance in U.S. GAAP for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities. The provisions
of FSP FAS 115-2 and FAS 124-2 that amend SFAS 115 and SFAS 124 are effective
for interim and annual reporting periods ending after September 15, 2009. The
implementation of this FSP is not expected to affect the Companys consolidated
results of operations or financial condition.

In September 2009, the FASB issued SFAS 166, Accounting for
Transfers of Financial Assets, which will be effective for us on January 1,
2010. SFAS 166 removes the concept of a qualifying special-purpose entity (QSPE)
from SFAS 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, and removes the exception from applying FASB
Interpretation 46R, Consolidation of Variable Interest Entities. This
statement also clarifies the requirements for isolation and limitations on
portions of financial assets that are eligible for sale accounting. The Company
is currently evaluating the impact of adopting this standard on the consolidated
financial statements.

In September 2009, the FASB issued SFAS 167, Amendments to
FASB Interpretation No. 46R, which will be effective for us on January 1,
2010. SFAS 167 requires an analysis to determine whether a variable interest
gives the entity a controlling financial interest in a variable interest entity.
This statement requires an ongoing reassessment and eliminates the quantitative
approach previously required for determining whether an entity is the primary
beneficiary. The Company does not expect a material effect from the adoption of
this standard on our consolidated financial statements.

In September 2009, the FASB issued SFAS 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162, which will
be effective for us on September 30, 2009. SFAS 168s objective is to establish
the FASB Accounting Standards Codification as the source of authoritative
nongovernmental accounting principles to be applied in the preparation of
financial statements in conformity with US GAAP. Although SFAS 168 does not
change GAAP, the adoption of SFAS 168 will impact our financial statements since
all future references to authoritative accounting literature will be in
accordance with SFAS 168.

Other recent accounting pronouncements issued by the FASB (including
  its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed
  by management to have a material impact on our companys present or future
  consolidated financial statements.

3. Discontinued Operations

As stated in Note 1, Lexon Semi, the Korean subsidiary, has ceased
  all operations in 2006. Currently, the regulatory body in the Republic of Korea
  has disqualified the subsidiary from conducting further business. Most of the
  assets of the subsidiary have been liquidated through a public auction to satisfy
  secured debt.

13

---



|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

4. Property and Equipment

Property and equipment consists of the following:

September 30,2009
    
    
    December 31,(Unaudited)
    
    
    2008Computer and equipment
    $
    10,450
    
    $
    10,450Furniture and fixture
    
    4,287
    
    
    4,28714,737
    
    
    14,737Accumulated depreciation
    
    (13,848
    )
    
    (13,725
    )Net property and equipment
    $
    889
    
    $
    1,012


Depreciation expense for the nine months ended September 30,
2009 and 2008 was $123 and $679, respectively.

5. Investment

In 2003, the Companys subsidiary in Korea, Lexon Semi,
invested $125,967 in a 10% voting stock of Mirae Sojae Company, a Korean entity.
The investment was recorded under the cost method. The fair value of this
investment as of December 31, 2007 was $104,189. During 2008, Mirae Sojae
Company ceased to operate as a viable company, and the investment was written
off in 2008.

6. Due to Related Parties

The Company has not been able to pay compensation to its
officers on time, and has accrued its past-due compensations. During 2007,
$888,000 was waived by the former officers. The Company recorded this waived
amount as gain on debt cancellation for the year ended December 31, 2007. During
2009, $775,014 was waived by the current CEO, Hyung Soon Lee. The Company
recorded $25,000 as Loan from management and $750,014 as gain on debt
cancellation for the nine month ended September 30, 2009. As of September 30,
2009 and December 31, 2008, the balance of the past-due compensation was $90,000
and $838,014, respectively.

In addition, the Company has loans payable to officers,
directors and shareholders of the Company and other related individuals. These
amounts are non-interest bearing and payable on demand. As of September 30, 2009
and December 31, 2008, the balance of theses loans was $405,614 and $390,507,
respectively.

Also, there are interest bearing notes payable to related parties
  consisting of the following:

|                                                                                                                                                                                            |   | **September 30,
      2009**(Unaudited) |  |   | December 31,
      2008 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------- |  | - | ----------------------- | 
|                                                                                                                                                                                            |   |                                         |  |   |                         | 
|Unsecured note payable to a shareholder, with
      interest at 
      7.5% per annum. Note is in default and is payable on 
      demand.                                                  |   | $ 5,000                                 |  |   | $ 5,000                 | 
|Expired convertible debt issued to a former employee, with
      
      interest at 7.5% per annum. The conversion maturity date 
      was in October 2004. The note is payable on demand. |   | 30,000                                  |  |   | 30,000                  | 
|Expired convertible debt issued to a Director,
      with interest 
      at 7.5% per annum. The conversion maturity date was in 
      October 2005. The note is payable on demand.        |   | 56,960                                  |  |   | 56,960                  | 
|Total notes payable                                                                                                                                                                         | $ | 91,960                                  |  | $ | 91,960                  | 



14

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|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

7. Notes Payable

Notes payable consist of the following:

September 30,2009
    
    
    December 31,(Unaudited)
    
    
    2008Unsecured note payable to an unrelated
      individual, withinterest at 7.5% per annum. The note is in default and ispayable on demand.
      $
      20,000
      
      $
      20,000Unsecured note payable to an unrelated party, with interestat 7.5% per annum. As disclosed in Note 8, the creditor hasfiled suit to collect on this note.
      
      149,982
      
      
      149,982Unsecured note payable to an unrelated party, non-interestbearing and payable on demand.
      
      93,000
      
      
      -Total notes payable
    $
    262,982
    
    $
    169,982


8. Commitments and Contingencies

Contingent Liabilities

The Company has contingent liabilities of $274,610 to various
creditors of a predecessor company. Management determined that it is reasonably
certain that the amount will be paid in future.

Legal Proceedings

On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean
  corporation (ADT), filed a claim against Lexon and certain named
  individuals who are former and current officers of the Company. The claim alleges
  breach of an agreement to settle an earlier dispute, involving ADT's investment
  of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral
  decision to rescind and demand a refund of this investment. The total amount
  of damages claimed under the pending lawsuit is the investment amount of $150,000
  plus filing costs, interest and attorney fees for an aggregate amount of $178,522.
  On or about May 2, 2009, Lexon became aware of a default judgment entered in
  the amount above. Such judgment was entered on December 22, 2009. On or about
  May 8, 2009, Lexon has retained the law firm of Smith, Chapman & Campbell
  for the purpose of setting aside the default judgment as the Company was never
  in receipt of the notice of default entry. On or about July 21, 2009, the court
  set aside the default as the court agreed that service was never properly served.

On September 5, 2008, Vivien and David Bollenberg, a current
  shareholder (the Bollenbergs), filed a claim against Lexon and other
  third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang")
  and other financial agents and institutions involved in the alleged fraudulent
  transaction. The lawsuit is currently pending in the Orange County Superior
  Court in Santa Ana, California. The filed complaint alleges that Ben Hwang together
  with his representatives, including his accountant, escrow agent and real estate
  agent/broker, made certain representations to and solicited the Bollenbergs
  to make an investment in several companies and ventures including Lexon with
  the intent to misappropriate the solicited funds for personal use. The Bollenbergs
  allege that they invested a total of $1,500,000 among and between the various
  companies and ventures recommended by Ben Hwang, of which investment amount
  approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at
  $0.25 per share and $400,000 initially invested in Lexon Korea and later converted
  into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). The
  final disposition of this case has not yet been resolved.

15

---



|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

9. Income Taxes

Significant components of deferred tax assets are as
follows:

September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Loss carry forwards
    $
    1,096,804
    
    $
    1,352,904Intangible assets
    
    793,265
    
    
    793,265Other
    
    237,431
    
    
    229,720Total deferred tax asset
    
    2,127,500
    
    
    2,375,889Valuation allowance
    
    (2,127,500
    )
    
    (2,375,889
    )Net deferred tax asset, net
    $
    -
    
    $
    -


The following table accounts for the differences between the
expected federal tax benefit (based on the statutory U.S. federal income tax
rate of 34%) and the actual tax provision:

September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Expected federal tax benefit
    
    34%
    
    
    34%State tax expense, net of expected federal
      tax benefit
    
    9%
    
    
    9%Increase (decrease) in valuation allowance
    
    (43
    )%
    
    (43
    )%Total tax provision
    
    0%
    
    
    0%


As of September 30, 2009, the Company had approximately
$2,806,000 of net operating loss (NOL) carryforwards for U.S. federal income
tax purposes expiring in 2019 through 2028. In addition, the Company has
California state NOL carryforwards of approximately $1,609,000 expiring in 2012
through 2018.

The ability to realize the tax benefits associated with
deferred tax assets, which includes benefits related to NOLs, is principally
dependent upon the Companys ability to generate future taxable income from
operations. The Company has provided a full valuation allowance for its net
deferred tax assets due to the Companys net operating losses. The valuation
allowance has increased by $33,894 during the nine months ended September 30,
2009.

Section 382 of the Internal Revenue Code (IRC) imposes
  limitations on the use of NOLs and credits following changes in ownership
  as defined in the IRC. The limitation could reduce the amount of benefits that
  would be available to offset future taxable income each year, starting with
  the year of an ownership change.

16

---

|LEXON TECHNOLOGIES, INC. AND SUBSIDIARY   
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Unaudited, continued)                    

10. Stock Option Plan

The Company accounts for its stock options in accordance with
SFAS 123(R) "Accounting for Stock - Based Compensation" and SFAS 148 "Accounting
for Stock - Based compensation - Transition and Disclosure." Value of options
granted has been estimated by the Black Scholes option pricing model. The
assumptions are evaluated annually and revised as necessary to reflect market
conditions and additional experience.

On September 14, 2000, the Company adopted a Non-Qualified
Stock Option Plan (the "2000 Plan") under which options to acquire common stock
of the Company may be granted to employees and consultants of the Company or its
subsidiaries. Under this Plan, a total of 250,000 (post-split) shares of
options, subject to certain restrictions, are authorized to be granted. The
exercise price of each option is determined by the Board of Directors on the
date of grant. The Board also determines the term, restrictions on vesting and
exercise dates with expected life of the option term not exceeding 5 years.

There were no stock options granted during the nine months
ended September 30, 2009 and there were no options outstanding as of September
30, 2009.

11. Subsequent Events

Reverse Merger Transaction

On October 7, 2009, Paragon, a California corporation, entered
into an Agreement and Plan of Merger (the Merger Agreement) with the Company
whereby the Company will issue 347,448,444 shares of common stock (the Common
Stock) of the Company (the Acquisition Shares) to the shareholders of
Paragon, representing approximately 67% of the issued and outstanding Common
Stock after completion of the merger. The effective date of the Merger is
October 22, 2009 (Effective Date). The surviving corporation in the merger
transaction has retained its name to Lexon Technologies, Inc. Lexon
Technologies, Inc, as the surviving corporation, will conduct the business and
operations previously conducted by Paragon.

Dissolution of Lexon Semiconductor Corporation

Lexon Semiconductor Corporation (Lexon Semi) whose majority
control (96.16%) was owned by the Company was dissolved as of October 28, 2009
based on a decision from shareholders meeting. Lexon Semi has $241,000 of due to
related party and $415,000 of liabilities related to discontinued operations as
of September 30, 2009

17

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This managements discussion and analysis should be read in
conjunction with the condensed consolidated financial statements and notes
included elsewhere in this report on Form 10-Q.

This managements discussion and analysis, as well as other
sections of this report on Form 10-Q, may contain forward-looking statements
that involve risks and uncertainties, including statements regarding our plans,
future events, objectives, expectations, forecasts, or assumptions. Any
statement that is not a statement of historical fact is a forward-looking
statement, and in some cases, words such as believe, estimate,  project,
expect, intend, may, anticipate, plans, seeks, and similar
expressions identify forward-looking statements. These statements involve risks
and uncertainties that could cause actual outcomes and results to differ
materially from the anticipated outcomes or results, and undue reliance should
not be placed on these statements. These risks and uncertainties include, but
are not limited to, the matters discussed under the caption Factors Affecting
Future Results in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and other risks and uncertainties discussed in filings made
with the Securities and Exchange Commission (including risks described in
subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Lexon
Technologies disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.

Overview

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 had been the
operating business of the Company. Since July 2006, the operations of Lexon Semi
have been suspended.

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, 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.

Our consolidated financial statements are prepared using the
accrual method of accounting in accordance with accounting principles generally
accepted in the United States of America and have been prepared on a going
concern basis, which contemplates the realization of assets and settlement of
liabilities in the normal course of business. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses.

Results of Operations

You should read the selected financial data set forth below
along with out discussion of our plan of operation and our financial statements
and the related notes. We have derived the financial data from our unaudited
financial statements. We believe the financial data shown in the tables below
include all adjustments consisting only of normal recurring adjustments, that we
consider necessary for a fair presentation of such information. Operating
results for the period are not necessarily indicative of the results that may be
expected in the future.

Comparison of the Three Months Ended September 30, 2009 and
September 30, 2008

Three Months
    
    
    Three MonthsEnded
    
    
    Ended
    
    
    PercentageSeptember 30, 2009
    
    
    September 30,
    
    
    Change2008(Unaudited)
    
    
    (Unaudited)Revenue
    $
    -
    
    $
    -
    
    $
    -Operating expenses
    
    26,691
    
    
    19,254
    
    
    136.7%Net (loss)
    $
    720,042
    
    $
    (21,371
    )
    $Net (loss) per share
    $
    0.02
    
    $
    (0.001
    )
    $


18

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Revenues.

There were no revenues from operations for the three months
ended September 30, 2009 and 2008.

Operating Expenses.

Operating expenses increased by $7,437 to $26,691 for the three
months ended September 30, 2009 as compared to $19,254 for the three months
ended September 30, 2008.

Operating expenses for the three months ended September 30,
2009 were $26,691 in selling, general and administrative expenses. Operating
expenses for the prior year period were $19,254 in selling, general and
administrative expenses. The increase in operating expenses is due primarily for
professional fees rendered related to continuing efforts to search for new
business opportunities.

Operating expenses since inception (July 18, 2001) total
$3,907,962. Our net earnings per share for the three months ended September 30,
2009 was $0.02, based on a weighted average of 34,183,778 shares
outstanding.

Other Expense.

Other expense for the three months ended September 30, 2009
consisted of $3,281 in interest expense. Other expense for the prior year period
totaled $2,117, also in interest expense.

Comparison of the Nine Months Ended September 30, 2009 and
September 30, 2008

Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    PercentageSeptember 30,
    
    
    September 30,
    
    
    Change2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Revenue
    $
    -
    
    $
    -
    
    $
    -Operating expenses
    
    99,247
    
    
    53,861
    
    
    184.3%Net (loss)
    $
    640,924
    
    $
    (66,941
    )
    $Net (loss) per share
    $
    0.018
    
    $
    (.001
    )
    $


Revenues.

There were no revenues from operations for the nine months
ended September 30, 2009 and 2008.

Operating Expenses.

Operating expenses increased by $45,386 to $99,247 for the nine
months ended September 30, 2009 as compared to $53,861 for the nine months ended
September 30, 2008.

Operating expenses for the nine months ended September 30, 2009
were $99,247 in selling, general and administrative expenses. Operating expenses
for the prior year period were $53,861 in selling, general and administrative
expenses. The increase in operating expenses is due primarily for professional
fees rendered related to continuing efforts to search for new business
opportunities.

Operating expenses since inception (July 18, 2001) total
$3,907,962. Our net earnings per share for the nine months ended September 30,
2009 was $0.018, based on a weighted average of 34,183,778 shares
outstanding.

Other Expense.

Other expense for the nine months ended September 30, 2009
consisted of $9,843 all in interest expense. Other expense for the prior year
period totaled $6,304, also in interest expense.

Liquidity and Capital Resources.

At September 30, 2009, we had current assets of $403 and
current liabilities of $1,351,980 for negative working capital of $1,351,577.
Current assets consisted entirely of cash and cash equivalents.

At September 30, 2009, we had property and equipment, net
totaling $889, consisting of computer and equipment, furniture and fixtures in
the aggregate amount of $14,737 less the accumulated depreciation of
$13,848.

19

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Current liabilities at September 30, 2009, consisted of
accounts payable of $26,847, amounts due to related parties of $587,574, accrued
expenses of $59,119, notes payable of $262,982, and liabilities related to
discontinued operations of $415,458. We also had contingent liabilities of
$274,610, including accrued payables to creditors.

For the nine months ended September 30, 2009, net cash used in
operating activities totaled $96,324 compared to net cash used in operating
activities of $207,190 in the prior year period. Our operating activities since
inception have been funded primarily by the sale of our common stock and the
issuance of convertible notes and promissory notes.

There were no net cash used in investing activities for the
nine months ended September 30, 2009. In the prior year period, there was no net
cash used in investing activities.

For the nine months ended September 30, 2009, net cash provided
by financing activities totaled $93,000 in proceeds from notes payable. In the
prior year period, net cash provided by financing activities totaled $15,720 in
proceeds from notes payable to related parties.

To date, our primary source of liquidity has been proceeds from
the sale of our common stock and notes payable to finance operations and
business activities. In each year we incurred significant recurring losses which
have resulted in an accumulated deficit of $4,372,008 and a working capital
deficit of approximately $1,352,000, as of September 30, 2009. Accordingly, our
financial statements include a going concern qualification raising substantial
doubt about Lexons ability to continue as a going concern. Notwithstanding the
above, subsequent to end of the third quarter and as of the date of this report,
the company has completed a reverse merger with Paragon Toner, Inc on October
22, 2009.

Off-Balance Sheet Arrangements.

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information under this
item.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial
Officer (the Certifying Officer) is responsible for establishing and
maintaining disclosure controls and procedures for the Company. The Certifying
Officer has 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 Officer has evaluated the
effectiveness of the Company's disclosure controls and procedures as of
September 30, 2009 and believes that the Companys disclosure controls and
procedures are not effective based on the required evaluation. There have been
no significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses. Management has used the framework set
forth in the report entitled /Internal Control - Integrated Framework/ published
by the Committee of Sponsoring Organizations of the Treadway Commission, known
as COSO, to evaluate the effectiveness of our internal control over financial
reporting.

ITEM 4T. CONTROLS AND PROCEDURES

We are smaller reporting company as defined by Rule 12b-2 of
the Securities Exchange Act of 1934 and are not required to provide the
information under this item.

20

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are two pending
legal proceedings against us.

On July 14, 2008, Advanced Digital Technology Co. Ltd., a
Korean corporation (ADT), filed a claim against Lexon and certain named
individuals who are former and current officers of the Company. The claim
alleges breach of an agreement to settle an earlier dispute, involving ADT's
investment of $150,000 in Lexon on or about January 16, 2007 and ADT's
subsequent unilateral decision to rescind and demand a refund of this
investment. The total amount of damages claimed under the pending lawsuit is the
investment amount of $150,000 plus filing costs, interest and attorney fees for
an aggregate amount of $178,522. On or about May 2, 2009, Lexon became aware of
a default judgment entered in the amount above. Such judgment was entered on
December 22, 2009. On or about May 8, 2009, Lexon has retained the law firm of
Smith, Chapman & Campbell for the purpose of setting aside the default
judgment as the Company was never in receipt of the notice of default entry. On
or about July 21, 2009, the court set aside the default as the court agreed that
service was never properly served.

On September 5, 2008, Vivien and David Bollenberg, a current
shareholder (the Bollenbergs), filed a claim against Lexon and other third
parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other
financial agents and institutions involved in the alleged fraudulent
transaction. The lawsuit is currently pending in the Orange County Superior
Court in Santa Ana, California. The filed complaint alleges that Ben Hwang
together with his representatives, including his accountant, escrow agent and
real estate agent/broker, made certain representations to and solicited the
Bollenbergs to make an investment in several companies and ventures including
Lexon with the intent to misappropriate the solicited funds for personal use.
The Bollenbergs allege that they invested a total of $1,500,000 among and
between the various companies and ventures recommended by Ben Hwang, of which
investment amount approximately $550,000 was invested in Lexon ($150,000 for
600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea
and later converted into 1,150,000 shares in Lexon for a total of 1,750,000
shares in Lexon). The final disposition of this case has not yet been resolved.
..

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of
the Securities Exchange Act of 1934 and are not required to provide the
information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|Exhibit 31.1 - | CERTIFICATION
        OF CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF
        1934, RULES 13(A)-14 AND 15(D)-14, AS ADOPTED PURSUANT TO SECTION 302
        OF THE SARBANES-OXLEY ACT OF 2002.
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                     
|Exhibit 31.2 - | CERTIFICATION
        OF CHIEF FINANCIAL OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF
        1934, RULES 13(A)-14 AND 15(D)-14, AS ADOPTED PURSUANT TO SECTION 302
        OF THE SARBANES-OXLEY ACT OF 2002.
|               |                                                                                                                                                                                                                     
|Exhibit 32 -   | CERTIFICATION
        PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
        OF THE SARBANES-OXLEY ACT OF 2002.                                                                             

21

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SIGNATURES

In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, duly authorized.

Date: November 20, 2009

LEXON TECHNOLOGIES, INC. /s/ James Park James Park
Chief Executive Officer

22

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