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UNITED STATES 
SECURITIES 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 fiscal period ended:March 31, 2011

[   ]  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                                              | 90638                     
|(Address of principal executive offices)                       | (Zip Code)                

Issuer's telephone number, including area code: (714) 522-0270

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

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

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

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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
[  ]

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

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, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). See the definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filer [   ]   Accelerated filer [   ]   Non-accelerated filer [   ]   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 May 20, 2011, Lexon had 310,789,721
      shares of common stock, par value $0.001 outstanding.

1

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PART I  FINANCIAL
INFORMATION

ITEM 1. **FINANCIAL STATEMENTS**

INDEX TO FINANCIAL
STATEMENTS

|                                                | Page
|----------------------------------------------- | ----
|Financial Statements:                           |     
|Balance Sheets
      (unaudited)                | 3   
|Statements of Operations (unaudited)            | 5   
|Statements of Cash
      Flows (unaudited)      | 6   
|Notes
      to Financial Statements (unaudited) | 8   

2

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LEXON TECHNOLOGIES,
INC.BALANCE SHEETS

|ASSETS                           |   |             |  |   |              | 
|-------------------------------- | - | ----------- |  | - | ------------ | 
|                                 |   | (Unaudited) |  |   |              | 
|                                 |   | March 31,   |  |   | December 31, | 
|                                 |   | 2011        |  |   | 2010         | 
|Current assets:                  |   |             |  |   |              | 
|Cash and cash equivalents        | $ | -           |  | $ | 10,218       | 
|Accounts
      receivable, net   |   | -           |  |   | 276,764      | 
|Inventories                      |   | -           |  |   | 573,137      | 
|Other current
      assets       |   | -           |  |   | 18,000       | 
|Total current assets             |   | -           |  |   | 878,119      | 
|Due from related parties         |   | -           |  |   | 138,000      | 
|Property and equipment, net      |   | -           |  |   | 60,310       | 
|Other assets:                    |   |             |  |   |              | 
|Intangibles, net of amortization |   | 327,027     |  |   | 375,944      | 
|Security
      deposits          |   | -           |  |   | 20,748       | 
|Goodwill                         |   | 940,733     |  |   | 3,214,289    | 
|Total other assets               |   | 1,267,760   |  |   | 3,610,981    | 
|Total Assets                     | $ | 1,267,760   |  | $ | 4,687,410    | 

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

3

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LEXON TECHNOLOGIES, INC. BALANCE SHEETS

|LIABILITIES AND STOCKHOLDERS
      EQUITY                          
|--------------------------------------------------------------------
|                                                                    
|                                                                    
|                                                                    
|Current liabilities:                                                
|Bank overdraft                                                      
|Accounts
      payable                                              
|Due to related parties                                              
|Line of
      credit                                                
|Current portion of notes
      payable                              
|Current
      portion of capital lease obligations                  
|Accrued expenses                                                    
|Total current liabilities                                           
|Long-term liabilities:                                              
|Notes
      payable, net of current portion                         
|Capital lease
      obligations, net of current portion             
|Settlement payable                                                  
|Deferred rent                                                       
|Total
      long-term liabilities                                   
|Total liabilities                                                   
|Stockholders equity:                                               
|Common stock - $0.001 par
      value;                              
|2,000,000,000 shares authorized,                                    
|310,789,721
      and 510,789,721 shares issued and                 
|outstanding as of March 31, 2011 and December 31, 2010, respectively
|Additional paid-in
      capital                                    
|Stock
      subscription receivable                                 
|Retained earnings
      (accumulated deficit)                       
|Total stockholders
      equity                                    
|Total
      liabilities and stockholders equity                    

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

4

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LEXON
      TECHNOLOGIES, INC.STATEMENTS OF OPERATIONS (Unaudited)

|                                                          |   | For the Three Months
      Ended |  
|--------------------------------------------------------- | - | -------------------------------- | -
|                                                          |   | March 31,                        |  
|                                                          |   | 2011                             |  
|Net sales                                                 | $ | 14,842                           |  
|Cost of goods sold                                        |   | -                                |  
|Gross profits                                             |   | 14,842                           |  
|Selling, general and administrative expenses              |   | 64,417                           |  
|Income (loss) from operations                             |   | (49,575                          | )
|Other income (expenses):                                  |   |                                  |  
|Gain on
      forgiveness of debt                         |   | -                                |  
|Interest expense                                          |   | -                                |  
|Net
      other income (expense)                          |   | -                                |  
|Income (loss) before income tax provision                 |   | (49,575                          | )
|Provision for income taxes                                |   | -                                |  
|Net income (loss)                                         | $ | (49,575                          | )
|Earnings per share of Common Stock 
      Basic          |   | (0.00                            | )
|Earnings per share of Common Stock  Diluted              |   | (0.00                            | )
|Weighted average shares of Common
      Stock outstanding |   | 421,038,208                      |  

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

5

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LEXON TECHNOLOGIES, INC.STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                                         |   | For the Three Months
      Ended |  
|-------------------------------------------------------------------------------------------------------- | - | -------------------------------- | -
|                                                                                                         |   | March 31,                        |  
|                                                                                                         |   | 2011                             |  
|Cash flows from operating
      activities:                                                              |   |                                  |  
|Net income (loss)                                                                                        | $ | (49,575                          | )
|Adjustments to reconcile net income
      (loss) to net cash provided by (used in) operating activities: |   |                                  |  
|Depreciation and amortization                                                                            |   | 48,916                           |  
|Gain on forgiveness of debt                                                                              |   | -                                |  
|Noncash professional service                                                                             |   | -                                |  
|Changes in assets and
      liabilities:                                                                 |   |                                  |  
|Accounts receivable                                                                                      |   | 276,764                          |  
|Security deposit                                                                                         |   | 20,748                           |  
|Goodwill                                                                                                 |   | 2,273,556                        |  
|Inventories                                                                                              |   | 573,137                          |  
|Bank overdraft                                                                                           |   | (19,796                          | )
|Accounts payable                                                                                         |   | (589,793                         | )
|Accrued expenses                                                                                         |   | (240,294                         | )
|Deferred rent                                                                                            |   | (42,900                          | )
|Total adjustments                                                                                        |   | 2,300,338                        |  
|Net cash provided by (used
      in) operating activities                                                |   | 2,250,763                        |  
|Cash flows from investing activities:                                                                    |   |                                  |  
|Property
      and equipment                                                                             |   | 60,310                           |  
|Note receivable                                                                                          |   | 18,000                           |  
|Due from
      related parties                                                                           |   | 138,000                          |  
|Net cash provided by
      (used in) investing activities                                                |   | 216,310                          |  
|Cash flows from financing
      activities:                                                              |   |                                  |  
|Payments on notes payable                                                                                |   | (546,981                         | )
|Payments
      on capital lease obligations                                                              |   | (30,310                          | )
|Cancellation of common
      stock                                                                       |   | (1,900,000                       | )
|Issuance
      of common stock                                                                           |   | -                                |  
|Distributions to
      stockholder                                                                       |   | -                                |  
|Net cash used in financing activities                                                                    |   | (2,477,291                       | )
|Net decrease in cash                                                                                     |   | (10,218                          | )
|Cash and cash equivalents, at
      beginning of period                                                  |   | 10,218                           |  
|Cash and cash equivalents, at end of period                                                              | $ | -                                |  

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

6

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LEXON TECHNOLOGIES, INC.STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                         |   | For the Three Months
      Ended | 
|-------------------------------------------------------- | - | -------------------------------- | 
|                                                         |   | March 31,                        | 
|                                                         |   | 2011                             | 
|Supplemental disclosures:                                |   |                                  | 
|Cash paid during the period:                             |   |                                  | 
|Income
      taxes                                       | $ | -                                | 
|Interest expense                                         | $ | -                                | 
|Noncash investing and financing
      activities:        |   |                                  | 
|Common stock issued for
      acquisition of intangibles | $ | -                                | 

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

7

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 - Nature of Business

ITEM 1. DESCRIPTION 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 Toner Inc, 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 We, representing approximately 67% of the issued and outstanding Common Stock after completion of the merger in October 2009. The effective date of the Merger
was October 22, 2009 (Effective Date). We have decided to maintain the name of our predecessor company.

On December 31, 2010, all of the assets and all of the liabilities of the Paragon Toner Division of Lexon Technologies Inc. were exchanged for existing Lexon Technologies Inc. shares specifically 166,300,000 shares held by James Park and 66,700,000
shares held by Young Won.

The internet properties namely 7 inkjet.com, nanoinket.com and Yourcartridges.com remain with Lexon Technologies Inc., and is the main operation of the company. These companies generate revenue and potentially profits for the company. The revenues
generated will maintain the company including the costs of remaining a public company.

Note 2 - Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding the Companys financial statements.  The financial statements and notes are representations of the Companys management, who is
responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

8

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Use of Estimates

The preparation of the financial statements in conformity 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 accompanying notes. Estimates are
primarily used for depreciation of property and equipment, amortization of
intangible assets, allowances for doubtful accounts and inventory valuation.
Actual results could differ from those estimates.

Revenue Recognition

The Company generates revenues from the operation of the
internet properties. The Company has subcontracted all of the operational
activities of the Websites and has received 15% of all revenues generated from
the Websites on a regular basis.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased
with original maturities of three months or less to be categorized as cash and
cash equivalents.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is computed based upon the
managements estimate of uncollectible accounts and historical experience. The
Company performs ongoing credit evaluations of its customers to estimate
potential credit losses. Amounts are written off against the allowance in the
period the Company determines that the receivable is uncollectible.

Inventories

Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. Appropriate consideration
is given to obsolescence, slow moving items and other factors in evaluating net
realizable value.

Property and Equipment

Property and equipment are stated at cost. The
      straight-line method is used to calculate depreciation over their
estimated useful lives ranging as follows:

|Automobile              | 3 years     
|----------------------- | ------------
|Furniture & fixture     | 5 to 7 years
|Leasehold improvement   | 5 years     
|Machinery and equipment | 5 years     

Leasehold improvements are depreciated to expense over the
shorter of the life of the improvement or the remaining lease term. Capital
expenditures that enhance the value or materially extend the useful life of the
related assets are reflected as additions to property and equipment.
Expenditures for repairs and maintenance are charged to expense as incurred.
Upon a sale or disposition of assets, a gain or a loss is included in the
statement of operations.

9

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED FINANCIAL STATEMENTS

Impairment of Long-lived Assets

The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in accounting guidance now codified as FASB ASC Topic 360, Property, Plant and Equipment.The Company also reviews these
assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from
the operations to which the assets relate, based on managements best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from
future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. In managements opinion, no such impairment existed
as of March 31, 2011 and December 31, 2010.

Goodwill - The Company accounts for intangible assets in accordance with the ASC 350, Intangibles - Goodwill and Other. ASC 350 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, ASC
350 requires that recognized intangible assets be amortized over their respective estimated lives and reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment. Any recognized intangible assets determined to have an
indefinite useful lives will not be amortized, but instead tested for impairment until its life is determined to no longer be indefinite. ASC 350 requires that the values of intangible assets be tested for impairment on at least an annual basis, by
comparing the fair value of the assets to their carrying amounts. As a result of the impairment testing, the Company determined that goodwill was significantly impaired due to sales of Paragon Toner division. Goodwill amount was $940,733 and
$3,214,289 as of March 31, 2011 and December 31, 2010, respectively.

Accrued Expenses

The Companys accrued expenses consist of amounts payable for salaries, payroll taxes and sales taxes.

Deferred Rent

The Company recognizes rent expense equal to the total of the payments and free rent received due over the lease term, divided by the number of months of the lease term applying the straight-line method. The difference between rent expense recorded
and the amount paid is credited or charged to deferred rent.

Shipping and Handling

Certain shipping and handling fees are charged to customers and these are classified as revenue. The costs associated with all shipping to customers are recorded as operating expenses. Shipping expenses for the three months ended March 31, 2011 and
2010 amounted to $0 and $44,363, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to
apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that
includes the enactment date. The realizability of deferred tax assets is evaluated based on a more likely than not standard, and to the extent this threshold is not met, a valuation allowance is recorded. See Note 14 Income Taxes for
more information about the Companys income taxes.

10

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In August 2010, the FASB issued Accounting Standards Update
2010-21, "Accounting for Technical Amendments to Various SEC Rules and
Schedules". This Accounting Standards Update amends various SEC paragraphs
pursuant to the issuance of Release No. 33-9026; Technical Amendments to Rules,
Forms, Schedules and Codifications of Financial Reporting Policies. Management
does not expect this update to have a material effect on the Company's financial
statements.

In February 2010, the FASB issued Accounting Standards Update
2010-09, "Subsequent Events: Amendments to Certain Recognition and Disclosure
Requirements." This FASB retracts the requirement to disclose the date through
which subsequent events have been evaluated and whether that date is the date
the financial statements were issued or were available to be issued. ASU 2010-09
is effective for interim and annual financial periods ending after February 24,
2010, and has been applied with no material impact on the Company's financial
statements.

Note 3 - Inventories

The following table provides the components of inventories as
of March 31, 2011 and December 31, 2010:

|                        |   | March 31, |  |   | December 31, |  
|----------------------- | - | --------- |  | - | ------------ | -
|                        |   | 2011      |  |   | 2010         |  
|Finished goods          | $ | -         |  | $ | 335,084      |  
|Raw materials           |   | -         |  |   | 273,039      |  
|                        |   | -         |  |   | 608,123      |  
|Less: inventory reserve |   | -         |  |   | (34,986      | )
|Total                   | $ | -         |  | $ | 573,137      |  

Overhead allocated to the inventory amounted to $ 0 and $8,667
for the three months ended March 31, 2011 and 2010 , respectively.

Note 4 - Property and Equipment

Property and equipment consist of the following as of March 31,
2011 and December 31, 2010:

|                               |   | March 31, |  |   | December 31, |  
|------------------------------ | - | --------- |  | - | ------------ | -
|                               |   | 2011      |  |   | 2010         |  
|Automobile                     | $ | -         |  | $ | 34,092       |  
|Furniture and fixture          |   | -         |  |   | 53,388       |  
|Leasehold improvement          |   | -         |  |   | 5,060        |  
|Machinery and equipment        |   | -         |  |   | 439,030      |  
|                               |   | -         |  |   | 531,570      |  
|Less: Accumulated depreciation |   | -         |  |   | (471,260     | )
|Net property and equipment     | $ | -         |  | $ | 60,310       |  

Depreciation expense amounted to $0 and $14,560 for the three
months ended March 31, 2011 and 2010, respectively.

11

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Note 5 - Transactions with Related
PartiesDue from related parties

Advances to family members of the stockholder are unsecured,
non-interest bearing and due on demand. The Company has $0 and $138,000 due from
related parties as of March 31, 2011 and December 31, 2010, respectively.

Due to related parties

Interest bearing notes payable to related parties consisting of
the following as of March 31, 2011 and December 31, 2010:

|                                                                                                                                                                                    |   | March 31, |  |   | December 31, | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- |  | - | ------------ | 
|                                                                                                                                                                                    |   | 2011      |  |   | 2010         | 
|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       | 

Note 6 - Line of Credit

The Company has a line of credit with a bank with a maximum
borrowing limit of $450,000. The outstanding balance was $0 and $450,000 as of
March 31, 2011 and December 31, 2010.

The Company incurred interest expenses on this line of credit
of $0 and $6,122 for the three months ended March 31, 2011 and 2010,
respectively.

12

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Note 7 - Notes Payable

The Company has long term notes payable as follows:

|                                                                                                                                                                                                                                                                                                                                                                                                 |   | March 31, |  |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --------- |  | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                                                                                                 |   | 2011      |  |   | 2010         |  
|A note payable to a bank, due in monthly
      installments of $2,931, including interest at the banks prime plus 1.25%
      (4.50% as of March 31, 2010). The note matures in May 2011, and is
      collateralized by substantially all the assets of the Company. The note is
      subject to various restrictive covenants, including maintenance of
      financial ratios at all times. | $ | -         |  | $ | 14,423       |  
|A note payable to a bank, due in monthly installments of
      $4,587, including interest at the banks prime plus 1.50% with minimum
      interest rate of 6.25% (6.25% as of March 31, 2010). The note matures in
      January 2012, and is collateralized by substantially all the assets of the
      Company.                                                                             |   | -         |  |   | 82,539       |  
|Total notes payable                                                                                                                                                                                                                                                                                                                                                                              |   | -         |  |   | 96,962       |  
|Less: Current portion                                                                                                                                                                                                                                                                                                                                                                            |   | -         |  |   | (65,778      | )
|Notes payable, net of current                                                                                                                                                                                                                                                                                                                                                                    | $ | -         |  | $ | 31,203       |  

Total interest expense on the notes payable were $0 and $5,686
for the three months ended March 31, 2011 and 2010, respectively.

Note 8 - Capital Lease Obligations

The Company entered into numerous capital lease agreements with
leasing companies to purchase certain equipment and transportation vehicles. As
of March 31, 2011 and December 31, 2010, these assets are carried as
follows:

|                               |   | **March 31,** |  |   | **December
    31,** |  
|------------------------------ | - | ------------- |  | - | -------------------- | -
|                               |   | **2011**      |  |   | 2010                 |  
|Equipment                      | $ | -             |  | $ | 162,889              |  
|Transportation vehicles        |   | -             |  |   | 32,800               |  
|Less: Accumulated depreciation |   | -             |  |   | (190,340             | )
|                               | $ | -             |  | $ | 5,349                |  

The related future minimum lease payments under the capital
lease obligations are as follows:

|                                                        |   | **March 31,** |  |   | **December
    31,** |  
|------------------------------------------------------- | - | ------------- |  | - | -------------------- | -
|                                                        |   | **2011**      |  |   | 2010                 |  
|Total minimum lease payments                            | $ | -             |  | $ | 34,868               |  
|Less: Amount representing interest                      |   | -             |  |   | (4,558               | )
|Present value of net minimum lease
      payments       |   | -             |  |   | 30,310               |  
|Less: Current portion                                   |   | -             |  |   | (20,447              | )
|Capital lease obligations, net of
      current portion | $ | -             |  | $ | 9,863                |  

Total interest expenses from the capital lease obligations were
$0 and $3,431 for the three months ended March 31, 2011 and 2010, respectively.

13

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Note 9 - Capitalized Website Costs

The Company amortizes its website over the estimated useful
life of three years. Amortizable intangible assets are tested for impairment
when impairment indicators are present, and, if impaired, written down to fair
value based on either discounted cash flows or appraised values. No impairment
of website costs has been identified during the periods presented. The carrying
amount and accumulated amortization related to the website costs as of March 31,
2011 and December 31, 2010, are as follows:

|                               |   | March 31, |   |   | December 31, |  
|------------------------------ | - | --------- | - | - | ------------ | -
|                               |   | 2011      |   |   | 2010         |  
|Gross balance                  | $ | 633,589   |   | $ | 633,589      |  
|Less: Accumulated amortization |   | (306,562  | ) |   | (257,646     | )
|Net balance                    | $ | 327,027   |   | $ | 375,944      |  

Estimated aggregate amortization expense for each of the
succeeding years is as follows:

|Years ending December 31, |  |   | Amount  | 
|------------------------- |  | - | ------- | 
|Remainder of
      2011   |  | $ | 146,750 | 
|2012                      |  |   | 180,277 | 
|Total                     |  | $ | 327,027 | 

Total amortization expenses were $48,916 and $52,799 for the
three months ended March 31, 2011 and 2010, respectively.

Note 10 - Commitments and Contingencies

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 November 9, 2010, judgment was entered
against Lexon Technologies for the amount of 206,547.95. Lexon has already
appealed such decision,. The amount of such loss is reflected in our
financials.

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). On April 1, 2011, after a trial was concluded, judgment was
entered in favor of the Lexon Technologies whereby Lexon was not found liable
for any causes of action brought by the Plaintiff.

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LEXON TECHNOLOGIES, INC.NOTES TO UNAUDITED
FINANCIAL STATEMENTS

Note 11 - Income Taxes

Significant components of deferred tax assets are as follows:

|                              |   | March 31,  |   |   | December 31, |  
|----------------------------- | - | ---------- | - | - | ------------ | -
|                              |   | 2011       |   |   | 2010         |  
|Loss carry forwards           | $ | 2,229,187  |   | $ | 2,179,612    |  
|Other                         |   | 229,720    |   |   | 229,720      |  
|Total deferred tax asset      |   | 2,458,907  |   |   | 2,409,332    |  
|Valuation allowance           |   | (2,458,907 | ) |   | (2,409,332   | )
|Total deferred tax asset, net | $ | -          |   | $ | -            |  

As of March 31, 2011, the Company had approximately $3,000,000
of net operating loss (NOL) carryforwards for U.S. federal income tax purposes
expiring in 2020 through 2030. In addition, the Company has California state NOL
carryforwards of approximately $2,600,000 expiring in 2013 through 2020.

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 $49,575 during the three months ended March 31, 2011.

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.

Note 12  Sales of Paragon Toner Inc.

On December 31, 2010, all of the assets and all of the
liabilities of the Paragon Toner Division of Lexon Technologies Inc. were
exchanged for existing Lexon Technologies Inc. shares specifically 166,300,000
shares held by James Park and 66,700,000 shares held by Young Won.

The internet properties namely 7 inkjet.com, nanoinket.com and
Yourcartridges.com remain with Lexon Technologies Inc., and become the main
operation of the company.

Note 13  Services Contract

On January 1, 2011, Lexon and Paragon have decided to enter
into contractual relationship regarding Lexons internet properties. Lexon has
subcontracted all of the operational activities to Paragon Toner including but
not limited to billing, collection, maintenance of website, advertising and all
other activities related to the operation of the Websites. In return for the
operation of the Websites, Paragon hereby agrees to pay to Lexon the agreed
amount of 15% of all revenues generated from the Websites. This agreement shall
be enforceable between the Parties for a period of 2 years from the date of
agreement. However, it is subject to renegotiation at end of each year.

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

The following discussion and analysis should be read in
conjunction with our financial statements, including the notes thereto,
appearing elsewhere in this Report.

Cautionary Statement Regarding Forward-looking
Statements

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

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Overview

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 Toner Inc, 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 We, representing approximately 67% of the issued and outstanding Common Stock after completion of the merger in October 2009. The effective date of the Merger
was October 22, 2009 (Effective Date). We have decided to maintain the name of our predecessor company.

On December 31, 2010, all of the assets and all of the liabilities of the Paragon Toner Division of Lexon Technologies Inc. were exchanged for existing Lexon Technologies Inc. shares specifically 166,300,000 shares held by James Park and 66,700,000
shares held by Young Won.

The internet properties namely 7 inkjet.com, nanoinket.com and Yourcartridges.com remain with Lexon Technologies Inc., and become the main operation of the company. As these websites are ongoing concerns and revenue generating, we have an operation
in place. We are also anticipating a reverse merger or sale of the company in the near future.

Results of Operation for the Three Months Ended March 31, 2011 as Compared to the Three Months Ended March 31, 2010

Revenues.

Revenues decreased by $1,315,457 to $14,842 for the three months ended March 31, 2011 as compared to $1,330,281 for the three months ended March 31, 2010. This decline was primarily attributed to the disposition of the toner
manufacturing division.

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Cost of Goods Sold.

Cost of Goods Sold decreased by $1,041,550 to 0 for the three months ended March 31, 2011 as compared to $1,041,550 for the three months ended March 31, 2010.

Selling, General and Administrative Expenses.

Selling, General and Administrative Expenses (SG&A) decreased by $486,703 to $64,417 for the three months ended March 31, 2011 as compared to $551,120 for the three months ended March 31, 2010. This decrease of
$486,703 in SG&A was attributed to the disposition of the toner manufacturing division.

Other Income and Expenses.

Other income for the three months ended March 31, 2011 consisted of $0 compared with other expenses of $257,647 for the three months ended March 31, 2010. Interest expenses for the three months ended March 31, 2011 was 0 compared to
$16,963 in interest expenses for the three months ended March 31, 2010.

Net income.

As a result, we recorded a net loss of $49,575 for the three months ended March 31, 2011 compared with a net loss of $4,742 for the three months ended March 31, 2010.

Liquidity and Capital Resources.

At March 31, 2011, we had current assets of $0 and current liabilities of $196,862.

Current liabilities at March 31, 2011, consisted of a bank overdraft of $658, accounts payable of $26,844 and accounts payable due to related parties of $91,960 and accrued expenses of $77,400.

For the three months ended March 31, 2011, net cash provided by operating activities totaled $2,250,763 compared to net cash provided by operating activities of $50,942 in the prior year period. Our operating activities since inception have been
funded primarily by income organically generated by the company and by the limited sale of our common stock.

Net cash provided by investing activities for the three months ended March 31, 2011 amounted to $216,310 compared to net cash used in investment activities of $30,000 for the same previous year period.

Net cash used in financing activities for the three months ended March 31, 2010 was $2,477,291 compared to net cash used in financing activities of $24,213 for the three months ended March 31, 2010.

Net cash and cash equivalents at March 31, 2011 was $0.

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 within 90 days of the date of this report and believes that the Companys disclosure controls and procedures are 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.

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ITEM 4T. CONTROLS AND PROCEDURES

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.

PART II

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, we have one pending legal
proceeding and one recently concluded lawsuit.

kOn 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 November 9, 2010, judgment was entered
against Lexon Technologies for the amount of 206,547.95. Lexon has already
appealed such decision. The amount of such loss is reflected in our
financials.

However, 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). On April 1, 2011, after a trial was concluded, judgment was
entered in favor of the Lexon Technologies whereby Lexon was not found liable
for any causes of action brought by the Plaintiff.

**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.                                                                       

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEXON TECHNOLOGIES, INC.

Date: May 21, 2011

By: /s/ James Park
James Park 
President, Chief Executive Officer

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

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