-------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


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

             For the fiscal year ended December 31, 2004 Commission
                               File No. 000-33131

                        LEXICON UNITED INCORPORATED, INC.
              ----------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

                         DELAWARE                                06-1625312
                         --------                                ----------
     (State or other jurisdiction of incorporation or        (I.R.S. Employer
                       organization)                        Identification No.)


           4500 Steiner Ranch Blvd.
      Suite # 1708, Austin, Texas 78732                      (512) 266-3507
      ---------------------------------                      --------------
    (Address of Principal Executive Office)               (Issuer Telephone No.
                                                           Including Area Code)


                  54 Pine Street, 4th Floor, New York, NY 10005
--------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001
par value

      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 such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for at least the past 90 days.

YES |X|   NO |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      The issues revenues for its most recent fiscal year were $-0-.

      The aggregate market value of the 1,450,000 shares of common stock of the
registrant held by non-affiliates on December 31, 2003, was not determinable.

      At December 31, 2004, a total of 4,450,000 shares of common stock were
outstanding.

<PAGE>

                                TABLE OF CONTENTS

PART I.........................................................................

Item 1.  Description of Business...............................................

Item 2.  Description of Property...............................................

Item 3.  Legal Proceedings.....................................................

Item 4.  Submission of Matters to a Vote of Security Holders...................

PART II........................................................................

Item 5.  Market for Common Equity and Related Stockholder Matters..............

Item 6.  Management's Discussion and Analysis or Plan of  Operation............

Item 7.  Financial Statements..................................................

Item 8.  Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................................

PART III.......................................................................

Item 9.  Directors and Executive Officers of the Registrant....................

Item 10. Executive Compensation................................................

Item 11. Security Ownership of Certain Beneficial Owners and Management
 and Related Stockholder Matters...............................................

Item 12. Certain Relationships and Related Transactions........................

Item 13. Exhibits, List and Reports on Form 8-K................................

Signatures.....................................................................

Financial Statements...........................................................


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                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements and information relating to
Lexicon United Incorporated, that are based on the beliefs of our management as
well as assumptions made by and information currently available to us. When used
in this report, the words "anticipate", "believe", "estimate", "expect",
"intend", "plan" and similar expressions, as they relate to us or our
management, are intended to identify forward-looking statements. These
statements reflect our current view concerning future events and are subject to
risks, uncertainties and assumptions, including among many others: a general
economic downturn; a downturn in the securities markets; federal or state laws
or regulations having an adverse effect on blank check companies, Securities and
Exchange Commission regulations which affect trading in the securities of "penny
stocks," and other risks and uncertainties. Should any of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this report as
anticipated, estimated or expected. Readers should realize that we have only
very limited assets and that for us to succeed requires that we either originate
a successful business (for which we lack the funds) or acquire a successful
business. The realization of our business aims will depend in the near future
principally on the successful completion of our acquisition of a business, as
discussed below.

                                     PART I

Item 1. DESCRIPTION OF BUSINESS.

Background

Lexicon United Incorporated was incorporated on July 17, 2001 under the laws of
the State of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. Lexicon filed an
Application for Authority to do business in the State of New York on July 24,
2001. Lexicon has no operations to date other than issuing 7,000,000 shares of
common stock, in the aggregate, to Lexicon's three founding stockholders and
issuing 1,450,000 shares of common stock, in the aggregate, in private
placements effected under Regulation S and Regulation D of the Securities Act.

In August 2003, Lexicon cancelled 4,000,000 of the shares that were issued to an
affiliate of Ronald C. H. Lui, one of Lexicon's founders who was also the
Assistant Treasurer of the Company, because the Company discovered that $100,000
placed in the custody of Mr. Lui in order for him to seek business combinations
in Asia was not used for the intended purposes and that he absconded with the
funds and has not returned to the United States. The $100,000 that was placed in
the custody of the Assistant Treasurer was accounted for as an amount due from a
stockholder. On August 4, 2003, when the board of directors cancelled the shares
originally issued to the Assistant Treasurer's affiliate it also wrote off the
$60,000 balance of the amount provided to such officer. At such time, the
Assistant Treasurer was also removed from his position as Assistant Treasurer.

Lexicon is a "blank check" or "shell" company that has no specific business plan
or purpose other than to engage in a merger or acquisition with an unidentified
company or companies. Lexicon will attempt to locate and negotiate with a
business entity for the combination of that target company with Lexicon. The
combination will most likely take the form of a merger, stock-for-stock exchange
or stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

The Securities and Exchange Commission and some states have enacted statutes,
rules and regulations limiting the sale of securities of blank check companies.
These rules and regulations may hinder our ability to issue securities and
create a public market in our stock until we are able to successfully implement
our business plan and we are no longer classified as a blank check company.

The Securities and Exchange Commission has issued an interpretive letter to the
NASD which states in part that promoters or affiliates of a blank check company


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and their transferees would act as "Underwriters" under the Securities Act of
1933 when reselling the securities of a blank check company. The letter also
states that the securities can only be resold through a registered offering
despite technical compliance with Rule 144. The Securities and Exchange
Commission also takes the position that with regard to the securities of blank
check companies acquired by non-affiliates that these securities may not be sold
under Rule 144. Rather their subsequent resale must be registered. As a result
of the foregoing, our stockholders will not be able to rely on the provisions of
Rule 144.

We were formed to provide a method for a foreign or domestic private company to
become a reporting ("public") company with a class of registered securities.

Our principal executive office as is located at 4500 Steiner Ranch Blvd., Suite
# 1708, Austin, Texas 78732. The telephone number at our principal executive
office is (512) 266-3507.

Non-Binding Letter of Intent with ATN Capital & Participacoes Ltda.

On February 28, 2005, we entered into a non-binding letter of intent with ATN
Capital & Participacoes Ltda. relating to the acquisition by us of 80% of the
issued and outstanding capital stock of ATN. The non-binding letter of intent
contemplates that we would pay to certain holders of the 80% interest in ATN, in
the aggregate, $219,230 in cash and issue to such holders, in the aggregate,
such number of shares of our common stock, which will constitute 75% of our
issued and outstanding common stock as of the closing. The letter of intent also
contemplates that we will have at least $107,692 in cash in our bank account at
the closing which will be available to fund ATN's working capital needs after
the closing.

The letter of intent is non-binding and also subject to several conditions,
including due diligence by both parties, the negotiation and execution of a
binding agreement relating to the acquisition, the negotiation of employment
agreements with management of ATN, approval of our board of directors, the
negotiation and the execution of a shareholders agreement among us and the
holders of the remaining 20% in ATN.

Under the terms of the letter of intent, we are responsible for the costs and
expenses incurred by ATN in connection with the audit of ATN's financial
statements for the fiscal years ended December 31, 2004 and 2003 and for any
further interim period.

ATN is based in Brazil and is engaged in the business of credit collection and
credit counseling.

Benefits of Reporting Company Status

There are certain perceived benefits to being a reporting company. These are
commonly thought to include the following:

o  increased visibility in the financial community;

o     provision of information required under Rule 144 for trading of eligible
      securities;

o     compliance with a requirement for admission to quotation on the OTC
      Bulletin Board maintained by the NASD or on the Nasdaq SmallCap Market;

o     the facilitation of borrowing from financial institutions;

o     improved trading efficiency;

o     stockholder liquidity;

o     greater ease in subsequently raising capital;

o     compensation of key employees through stock options for which there may be
      a market valuation;


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<PAGE>

and

o     enhanced corporate image.

Disadvantages of Reporting Company Status

There are also certain perceived disadvantages to being a reporting company.
These are commonly thought to include the following:

o     requirement to prepare and disclose audited financial statements;

o     required publication of corporate information;

o     required filings of periodic and episodic reports with the Securities and
      Exchange Commission and additional costs related to these filings;

o     increased rules and regulations governing management; and

o     increased corporate activities and stockholder relation issues.

Comparison With Initial Public Offering

Certain private companies may find a business combination more attractive than
an initial public offering of their securities. Reasons for this may include the
following:

o     inability to obtain an underwriter;

o     possible higher costs, fees and expenses related to an initial public
      offering;

o     possible delays in the public offering process; and

o     greater dilution of their outstanding securities in the case of an initial
      public offering.

Certain private companies may find a business combination less attractive than
an initial public offering of their securities. Reasons for this may include the
following:

o     no investment capital raised through a business combination, and

o     no underwriter support of after-market trading.

Potential Target Companies

A business entity, if any, which may be interested in a business combination
with Lexicon may include the following:

o     a company whose primary purpose in becoming a public company is the use of
      its securities for the acquisition of assets or businesses;

o     a company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of its securities on terms acceptable to it;

o     a company that wishes to become public with less dilution of its common
      stock than would occur in an underwritten public offering;

o     a company that believes it will be able to obtain investment capital on
      more favorable terms after it has become public;


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<PAGE>

o     a foreign company that desires to enter into the United States securities
      market; or

o     a company seeking one or more of the other perceived benefits of becoming
      a public company.

A business combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of Lexicon, and the substitution by the target company of its own management and
board of directors for our existing management team and board of directors.

We cannot assure you that we will be able to enter into a business combination,
as to the terms of any business combination, or as to the nature of the target
company.

The proposed business activities of Lexicon as described in this registration
statement classify Lexicon as a "blank check" company. A "blank check" company
is a development stage company that has no specific business plan or purpose or
has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies. The Securities and Exchange
Commission and some states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies. These rules and regulations may
hinder Lexicon's ability to issue securities and create a public market in
Lexicon's stock until Lexicon is able to successfully implement its business
plan and it is no longer classified as a blank check company.

The Securities and Exchange Commission has issued an interpretive letter to the
NASD which states in part that promoters or affiliates of a blank check company
and their transferees would act as "Underwriters" under the Securities Act of
1933 when reselling the securities of a blank check company. The letter also
states that the securities can only be resold through a registered offering
despite technical compliance with Rule 144. The Securities and Exchange
Commission also takes the position that with regard to the securities of blank
check companies acquired by non-affiliates that these securities may not be sold
under Rule 144. Rather their subsequent resale must be registered. As a result
of the foregoing, our stockholders will not be able to rely on the provisions of
Rule 144.

No trading market in our securities presently exists. In light of the
restrictions concerning shell companies contained in many state blue sky laws
and regulations, it is not likely that a trading market will be created in our
securities until a successful business combination occurs with a target company.
Furthermore, we cannot give you any assurance that subsequent to a business
combination a trading market in our securities will develop. We presently have
8,240,000 shares of Common Stock outstanding, all of which are deemed to be
"restricted securities", as that term is defined under Rule 144 promulgated
under the Securities Act, in that these shares were issued in private
transactions not involving a public offering. Based on the Commission's current
position regarding shares issued in blank check companies, these shares will not
be available for sale on the basis of Rule 144 even after a period of one year
has elapsed since their issue date. These shares can only be resold through a
registered offering even if technical compliance with Rule 144 is achieved.

We cannot estimate the time that it will take to effectuate a business
combination. It could be time consuming; possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to effectuate
a business combination on favorable terms. We might identify and effectuate a
business combination with a target company that proves to be unsuccessful for
any number of reasons. If this occurs, Lexicon and our stockholders might not
realize any type of profit.

Lexicon voluntarily became a reporting company under the Securities Exchange Act
of 1934 by filing a registration statement on Form 10-SB with the Securities and
Exchange Commission. It was not under any obligation to become a reporting
company under the Securities Exchange Act of 1934. Lexicon intends to
voluntarily continue to file all reports required of it under the Exchange Act
until a business combination has occurred. A business combination would normally


                                       6
<PAGE>

result in a change in control and management of Lexicon. Since the primary
benefit of a business combination with Lexicon would probably be its status as a
reporting company, it is anticipated that Lexicon would continue to file reports
under the Exchange Act following a business combination. We cannot assure you
that this will occur or, if it does occur, for how long.

Employees

Elie Saltoun is our Chief Executive Officer, President and Tresurer and Jeffrey
G. Nunez is our Secretary. Other than Messrs. Nunez and Saltoun, Lexicon does
not have any officers or directors. Lexicon has no employees nor are there any
persons other than Messrs. Nunez and Saltoun who devote any of their time to
Lexicon's affairs. References in this report to management of Lexicon are
intended to be reference only to Messrs. Nunez and Saltoun. The inability at any
time of Messrs. Nunez and Saltoun to devote sufficient attention to Lexicon
could have a material adverse impact on its operations.

Other than its officers named above, who may be considered as employees, Lexicon
does not have any employees.

Use of Consultants and Finders

Although there are no current plans to do so, our management might hire and pay
an outside consultant to assist in the investigation and selection of
candidates, and might pay a finder's fee to a person who introduces a candidate
with which we complete a combination. Since our management has no current plans
to use any outside consultants or finders to assist in the investigation and
selection of candidates, no policies have been adopted regarding use of
consultants or finders, the criteria to be used in selecting such consultants or
finders, the services to be provided, the term of service, or the structure or
amount of fees that may be paid to them. However, because of our limited
resources, it is likely that any such fee we agree to pay would be paid in stock
and not in cash. We have had no discussions, and have entered into no
arrangements or understandings, with any consultant or finder. Our officers and
directors have not in the past used any particular consultant or finder on a
regular basis and have no plan to either use any consultant or recommend that
any particular consultant be engaged by us on any basis.

It is possible that compensation in the form of common stock, options, warrants
or other of our securities, cash or any combination thereof, may be paid to
outside consultants or finders. None of our securities will be paid to our
officers, directors or promoters nor any of their respective affiliates. Any
payments of cash to a consultant or finder would be made by the business
acquired or persons affiliated or associated with it, and not by us. It is
possible that the payment of such compensation may become a factor in any
negotiations for our acquisition of a business opportunity. Any such
negotiations and compensation may present conflicts of interest between the
interests of persons seeking compensation and those of our shareholders, and
there is no assurance that any such conflicts will be resolved in favor of our
shareholders.

Risk Factors

At this time our shares are speculative and involve a high degree of risk, for
the reasons following. We have no operations or revenues, thus there are no
financial results upon which anyone may base an assessment of our potential. No
combination candidate has been identified for acquisition by management, nor has
any determination been made as to any business for us to enter, and shareholders
will have no meaningful voice in any such determinations. There is no assurance
that we will be successful in completing a combination any entity or originating
a business, nor that we will be successful or that our shares will have any
value even if a combination is completed or a business originated.

Our officers and directors, who serve only on a part-time basis, have had
limited experience in the business activities contemplated by us, yet we will be
solely dependent on them. We lack the funds or other incentive to hire full-time
experienced management. Each of our management members has other employment or
business interests to which he devotes his primary attention and will continue
to do so, devoting time to us only on an as-needed basis.


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<PAGE>

After completion of a combination, our current shareholders may experience
severe dilution of their ownership due to the issuance of shares in the
combination. Any combination effected by almost certainly will require our
existing management and board members to resign, thus shareholders have no way
of knowing what persons ultimately will direct us and may not have an effective
voice in their selection.

State Securities Laws and Considerations

Section 18 of the Securities Act of 1933, as amended in 1996, provides that no
law, rule, regulation, order or administrative action of any state may require
registration or qualification of securities or securities transactions that
involve the sale of a "covered security." The term "covered security" is defined
in Section 18 to include among other things transactions by "any person not an
issuer, underwriter or dealer," (in other words, secondary transactions in
securities already outstanding) that are exempted from registration by Section
4(1) of the Securities Act of 1933, provided the issuer of the security is a
"reporting company," meaning that it files reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.

Section 18 as amended preserves the authority of the states to require certain
limited notice filings by issuers and to collect fees as to certain categories
of covered securities, specifically including Section 4(1) secondary
transactions in the securities of reporting companies. Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits states from
requiring registration or qualification of securities of an Exchange Act
reporting company which is current in its filings with the SEC.

The states generally are free to enact legislation or adopt rules that prohibit
secondary trading in the securities of "blank check" companies like us. Section
18 of the Act, however, preempts state law as to covered securities of reporting
companies. Thus, while the states may require certain limited notice filings and
payment of filing fees by us as a precondition to secondary trading of our
shares in those states, they cannot, so long as we are a reporting issuer,
prohibit, limit or condition trading of our securities based on the fact that we
are or ever were a blank check company. We will comply with such state limited
notice filings as may be necessary in regard to secondary trading. At this time,
our stock is not actively traded in any market, and an active market in our
common stock is not expected to arise, if ever, until after completion of a
business combination.

No Investment Company Act Regulation

Prior to completing a combination, we will not engage in the business of
investing or reinvesting in, or owning, holding or trading in securities, or
otherwise engaging in activities which would cause us to be classified as an
"investment company" under the 1940 Act. To avoid becoming an investment
company, not more than 40% of the value of our assets (excluding government
securities and cash and cash equivalents) may consist of "investment
securities," which is defined to include all securities other than U.S.
government securities and securities of majority-owned subsidiaries. Because we
will not own less than a majority of any assets or business acquired, we will
not be regulated as an investment company. We will not pursue any combination
unless it will result in our owning at least a majority interest in the business
acquired.

Competition

We will be in direct competition with many entities in its efforts to locate
suitable business opportunities. Included in the competition will be business
development companies, venture capital partnerships and corporations, small
business investment companies, venture capital affiliates of industrial and
financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which we, with our limited capital, could consider.
Many of these competing entities will also possess significantly greater
experience and contacts than our management. Moreover, we also will be competing
with numerous other blank check companies for such opportunities.


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<PAGE>

Item 2. DESCRIPTION OF PROPERTY.

We neither own nor lease any real estate or other properties. We utilize the
mailing address of one of our officers at no cost to us. The officer that
provides us with the use of such mailing address has indicated that he will
continue to do so until we raise funding to originate a business or complete an
acquisition of an operating business.

Item 3. LEGAL PROCEEDINGS.

There are no legal proceedings which are pending or have been threatened against
us or any officer, director or control person of which management is aware.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

                                     PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

Market Price

There is no trading market for Lexicon's common stock at present and there has
been no trading market to date. There is no assurance that a trading market will
ever develop or, if such a market does develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for purposes relevant to Lexicon, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to specified exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:

*     that a broker or dealer approve a person's account for transactions in
      penny stocks and

*     the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must

*     obtain financial information and investment experience and objectives of
      the person; and

*     make a reasonable determination that the transactions in penny stocks are
      suitable for that person and that person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, specifies

*     the basis on which the broker or dealer made the suitability
      determination; and

*     that the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in


                                       9
<PAGE>

both public offerings and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

Holders

Lexicon has issued an aggregate of 4,450,000 shares of its common stock to 58
people. The issued and outstanding shares of Lexicon's common stock were issued
in accordance with the exemptions from registration afforded by Section 4(2) of
the Securities Act of 1933 and Regulations S and D promulgated under the
Securities Act.

Dividends

Lexicon has not paid any dividends to date, and has no plans to do so in the
immediate future.

Recent Sales of Unregistered Securities

We did not sell any equity securities during the period covered by this report
that were not registered under the Securities Act of 1933, as amended or that
were not otherwise disclosed in a previously filed Current Report on Form 8-K or
in a previously filed Quarterly Report on Form 10-QSB.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Recent Developments

On February 28, 2005, we entered into a non-binding letter of intent with ATN
Capital & Participacoes Ltda. relating to the acquisition by us of 80% of the
issued and outstanding capital stock of ATN. The non-binding letter of intent
contemplates that we would pay to certain holders of the 80% interest in ATN, in
the aggregate, $219,230 in cash and issue to such holders, in the aggregate,
such number of shares of our common stock, which will constitute 75% of our
issued and outstanding common stock as of the closing. The letter of intent also
contemplates that we will have at least $107,692 in cash in our bank account at
the closing which will be available to fund ATN's working capital needs after
the closing.

The letter of intent is non-binding and also subject to several conditions,
including due diligence by both parties, the negotiation and execution of a
binding agreement relating to the acquisition, the negotiation of employment
agreements with management of ATN, approval of our board of directors, the
negotiation and the execution of a shareholders agreement among us and the
holders of the remaining 20% in ATN.

Under the terms of the letter of intent, we are responsible for the costs and
expenses incurred by ATN in connection with the audit of ATN's financial
statements for the fiscal years ended December 31, 2004 and 2003 and for any
further interim period.

ATN is based in Brazil and is engaged in the business of credit collection and
credit counseling.

Plan of Operation

We are a blank check company whose plan of operation over the next twelve months
is to seek and, if possible, acquire an operating business or valuable assets by
entering into a business combination. We will not be restricted in our search
for business combination candidates to any particular geographical area,
industry or industry segment, and may enter into a combination with a private
business engaged in any line of business, including service, finance, mining,
manufacturing, real estate, oil and gas, distribution, transportation, medical,
communications, high technology, biotechnology or any other. Management's


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<PAGE>

discretion is, as a practical matter, unlimited in the selection of a
combination candidate. Our management will seek combination candidates in the
United States and other countries, as available time and resources permit,
through existing associations and by word of mouth. This plan of operation has
been adopted in order to attempt to create value for our shareholders.

We do not intend to do any product research or development. We do not expect to
buy or sell any real estate, plant or equipment except as such a purchase might
occur by way of a business combination that is structured as an asset purchase,
and no such asset purchase currently is anticipated. Similarly, we do not expect
to add additional employees or any full-time employees except as a result of
completing a business combination, and any such employees likely will be persons
already then employed by the company acquired.

Search For Target Company

Lexicon intends to enter into a business combination with a target company in
exchange for Lexicon's securities. Except for recent negotiations with ATN
described above under "Recent Developments," Lexicon has not engaged in any
negotiations with any specific entity regarding the possibility of a business
combination with Lexicon and there is no present potential that Lexicon will
effect a business combination with an entity in which Lexicon's promoters,
management or their affiliates or associates directly or indirectly have an
ownership interest. Messrs. Nunez and Saltoun, our management team, have orally
agreed to supervise the search for target companies as potential candidates for
a business combination. Messrs. Nunez and Saltoun or their respective affiliates
may provide assistance to target companies incident to and following a business
combination, and receive payment for assistance from a target company.

Lexicon may pay a finder's fee or similar compensation to persons (other than
Messrs. Nunez or Saltoun or their respective affiliates) who locate an
acquisition target for the Company if a business combination with that target is
ultimately consummated. Lexicon will not, however, pay a finder's fee or similar
compensation to Messrs. Nunez or Saltoun or to any of their respective
affiliates. If a finder's fee is paid, Lexicon anticipates that the finder's fee
will be either in the form of restricted common stock issued by the Company as
part of the terms of the proposed transaction, warrants to purchase restricted
common stock issued by the Company as part of the terms of the transaction or
cash consideration. Any finder's fee, whether in cash or equity, will be
approved in advance by Lexicon's board of directors and will not be in excess of
customary finder's fees for this type of transaction. Management believes that
finder's fees for blank check business combination transactions range from 1%
and 5% of the size of the transaction value.

Although unlikely, it is possible that management may seek to locate a target
company through solicitation. Solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. No estimate can be made as to the
number of persons who may be contacted or solicited. To date management has not
utilized newspaper, magazine, mailing or other distribution type solicitation,
does not currently anticipate that it will do so, and expects to rely on
referrals from consultants or finders in the business and financial communities
for referrals of potential target companies.

As part of any potential transaction, the target company may require that
Messrs. Nunez or Saltoun may sell all or a portion of their shares to the target
company, or the principals or owners of the target company. The sales price of
these shares may be lower or higher than the anticipated market price, if any,
of Lexicon's common stock at that time. Lexicon's shareholders will not be
provided the opportunity to approve or consent to this type of sale.
Furthermore, any or all of Messrs. Nunez and Saltoun may actively negotiate for
the purchase of their respective common stock as a condition to or in connection
with a proposed business combination with a target company. The terms of this
type of sale will probably not be afforded to other stockholders of the Company.
The opportunity to sell all or a portion of the shares held by these controlling
stockholders in connection with a business combination may influence their
decision to enter into a specific transaction. This description of potential


                                       11
<PAGE>

sales by Lexicon's current controlling stockholders is not the subject of any
agreement, bylaw provision, charter provision or board resolution. Other than
amounts received in connection with the sale of their shares and amounts
received, if any, for services rendered to Lexicon by these controlling
stockholders or their affiliates, management does not expect these controlling
stockholders or their affiliates to receive any additional cash or property in
connection with a business combination with a target company.

General Business Plan

Lexicon's purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation that has a class of securities registered under the
Exchange Act. Lexicon will not restrict its search to any specific business,
industry, or geographical location and Lexicon may participate in a business
venture of virtually any kind or nature. Management anticipates that it will be
able to participate in only one potential business venture because it has
nominal assets and limited financial resources. This lack of diversification
should be considered a substantial risk to the stockholders of Lexicon because
it will not permit Lexicon to offset potential losses from one venture against
gains from another.

Lexicon may seek a business opportunity with entities that have recently
commenced operations, or which entities that want to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other corporate
purposes.

Lexicon anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a reporting corporation. These perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for stockholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of these business opportunities difficult and
complex.

Lexicon currently has no significant capital with which to provide the owners of
business entities with any cash or other assets. However, management believes
Lexicon will be able to offer owners of acquisition candidates the opportunity
to acquire a controlling ownership interest in a reporting company without
incurring the cost and time required to conduct an initial public offering.
Management has not conducted market research and is not aware of statistical
data to support the perceived benefits of a business combination for the owners
of a target company.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of Lexicon, who are not professional
business analysts. In analyzing prospective business opportunities, management
may consider matters like the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of Lexicon; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of Lexicon's virtually unlimited
discretion to search for and enter into potential business opportunities.

Lexicon is subject to all of the reporting requirements included in the Exchange
Act. Included in these requirements is Lexicon's duty to file audited financial
statements as part a current report on Form 8-K which is required to be filed
with the Securities and Exchange Commission following the completion of the
business combination. Lexicon intends to acquire or merge with a company for
which audited financial statements are available or for which it believes


                                       12
<PAGE>

audited financial statements can be obtained within the required period of time.
Lexicon may reserve the right in the documents for the business combination to
void the transaction if the audited financial statements are not timely
available or if the audited financial statements provided do not conform to the
representations made by the target company.

Lexicon will not restrict its search for any specific kind of business entities,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict at this time the status of any business in which
Lexicon may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which Lexicon may offer.

Following a business combination Lexicon may benefit from the services of others
in regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target company, management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

A potential target company may have an agreement with a consultant or advisor
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target company may be presented to Lexicon
only on the condition that the services of a consultant or advisor be continued
after a merger or acquisition. Such preexisting agreements of target companies
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target company.

Terms of a Business Combination

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

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, Lexicon may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after Lexicon has entered into an agreement for a business
combination or has consummated a business combination and Lexicon is no longer
considered a blank check company. The issuance of additional securities and
their potential sale into any trading market which may develop in Lexicon's
securities may depress the market value of Lexicon's securities in the future if
such a market develops, of which there is no assurance.

While the terms of a business transaction to which Lexicon may be a party cannot
be predicted, it is expected that the parties to the business transaction will
desire to avoid the creation of a taxable event and thereby structure the
acquisition in a tax-free reorganization under Sections 351 or 368 of the
Internal Revenue of 1986, as amended.

With respect to negotiations with a target company, management expects to focus
on the percentage of Lexicon which target company stockholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, Lexicon's
stockholders will in all likelihood hold a substantially lesser percentage
ownership interest in Lexicon following any merger or acquisition. The
percentage of ownership may be subject to significant reduction in the event
Lexicon acquires a target company with substantial assets. Any merger or
acquisition effected by Lexicon can be expected to have a significant dilutive
effect on the percentage of shares held by Lexicon's stockholders at such time.

Lexicon will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of these agreements


                                       13
<PAGE>

cannot be predicted, generally these agreements will require the parties to the
agreements to make representations and warranties, will specify events of
default, will detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will include
miscellaneous other terms.

Lexicon does not anticipate expending significant funds locating a target
company. Management will provide services without charge or repayment by Lexicon
after the effective date of this registration statement. Lexicon will not borrow
any funds to make any payments to management, its affiliates or associates. If
management stops or becomes unable to continue to provide services, Lexicon may
not be able to timely make its periodic reports required under the Securities
Exchange Act of 1934 nor to continue to search for an acquisition target. In
such event, Lexicon would seek alternative sources of funds or services,
primarily through the issuance of its securities.

Undertakings and Understandings Required of Target Companies

As part of a business combination agreement, Lexicon intends to obtain certain
representations, warranties and covenants from a target company as to its
conduct following the business combination. These representations, warranties
and covenants may include (i) the agreement of the target company to make all
necessary filings and to take all other steps necessary to remain a reporting
company under the Exchange Act, (ii) imposing certain restrictions on the timing
and amount of the issuance of additional free-trading stock, including stock
registered on Form S-8 or issued pursuant to Regulation S and (iii) giving
assurances of ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange Commission, and
other applicable laws, rules and regulations.

A prospective target company should be aware that the market price and volume of
its securities, when and if listed for secondary trading, may depend in great
measure upon the willingness and efforts of successor management to encourage
interest in Lexicon within the United States financial community. Lexicon does
not have the market support of an underwriter that would normally follow a
public offering of its securities. Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in Lexicon's
securities for their own account or customers without active encouragement and a
basis for doing so. In addition, certain market makers may take short positions
in Lexicon's securities, which may result in a significant pressure on their
market price. Lexicon may consider the ability and commitment of a target
company to actively encourage interest in its securities following a business
combination in deciding whether to enter into a transaction with such company.

A business combination with Lexicon separates the process of becoming a public
company from the raising of investment capital. As a result, unless Lexicon
raises substantial capital prior to a business combination, a business
combination with Lexicon normally will not be a beneficial transaction for a
target company whose primary reason for becoming a public company is the
immediate infusion of capital. Lexicon may require assurances from the target
company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.

Prior to completion of a business combination, Lexicon will generally require
that it be provided with written materials regarding the target company
containing items like a description of products, services and company history;
management resumes; financial information; available projections, with related
assumptions upon which they are based; an explanation of proprietary products
and services; evidence of existing patents, trademarks, or service marks, or
related rights; present and proposed forms of compensation to management; a
description of transactions between such company and its affiliates during
relevant periods; a description of present and required facilities; an analysis
of risks and competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable assurances
that audited financial statements would be able to be produced within a
reasonable period of time not to exceed the time period when such financial
statements must be filed with the Securities and Exchange Commission.


                                       14
<PAGE>

Competition

Lexicon will remain an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than Lexicon. In view of Lexicon's
combined extremely limited financial resources and limited management
availability, Lexicon will continue to be at a significant competitive
disadvantage compared to Lexicon's competitors.
Results of Operations

Fiscal Year 2004 vs. Fiscal Year 2003

Fiscal Year 2004. During the fiscal year ended December 31, 2002, we had no
revenues from our operations. We had interest income of $5,099 resulting from
our cash on deposit at a bank in the amount of $1,000,000, the proceeds from the
issuance by us of a convertible note described below under "Liquidity and
Capital Resources". We incurred a net loss of $55,528 during the period.
Expenses during this period related primarily to accounting, legal and
miscellaneous general and administrative fees.

Fiscal Year 2003. During the fiscal year ended December 31, 2003, we had no
revenues and incurred a net loss of $61,057. Expenses in the during the period
were related to the write off of a $100,000 receivable from a former officer of
the Company and the cancellation of 4,000,000 shares of our common stock held by
such officer having a value of $40,000. The net amount, $60,000, was written off
at the end of the third quarter of 2003. The Company paid no rent or salaries
and had no operations during the fiscal year ended December 31, 2003.


Comparison of Balance Sheet Items

As of December 31, 2004, we had cash of $1,004,554 and no other assets. As of
such date we had total assets of $1,004,554. As of December 31, 2003, we had no
assets.

As of December 31, 2004, we had a note payable to an officer in the amount of
$1,000,000, interest payable to an officer in the amount of $19,300, accounts
payable of $10,957 and accrued expenses of 21,382. We also had at such date
another loan payable to an officer in the amount of $12,000. As of December 31,
2003, we had accounts payable of $957 and accrued expenses of $2,600. Our total
liabilities as of December 31, 2004 were 1,063,639 and at December 31, 2003 our
total liabilities were $3,557.

As of December 31, 2004, we had total Stockholders' Deficit of $59,085. As of
such date we had a total accumulated deficit of $161,585. As of December 31,
2003, our total Stockholders' Deficiency was $3,557. As of such date we had a
total accumulated deficit of $106,057.

Liquidity and Capital Resources

On August 12, 2004, the Company received $1,000,000 from Keyano Corporation upon
the issuance to Keyano of a convertible promissory note in the principal amount
of $1,000,000 with a simple rate of interest of 5% per annum. The principal and
related interest is due on August 12, 2007. The principal and all accrued
interest is convertible into the Company's common stock based upon a share price
of $0.25 per share. Elie Saltoun is affiliated with Keyano as he is the owner of
50% of Keyano's outstanding capital stock.

As of December 31, 2004, we had cash of $1,004,554. As of such date, we had
accumulated a deficit (net loss) of $161,585. We have total current liabilities
of $1,063,639.

Except in connection with the possible acquisition of ATN as described above, we
have no commitment for any capital expenditure and foresee none. However, we


                                       15
<PAGE>

will incur routine fees and expenses incident to our reporting duties as a
public company, and we will incur expenses in finding and investigating possible
acquisitions and other fees and expenses in the event we make an acquisition or
attempts but are unable to complete an acquisition. Our cash requirements for
the next twelve months are relatively modest, principally accounting expenses
and other expenses relating to making filings required under the Securities
Exchange Act of 1934 (the "Exchange Act"), which should not exceed $20,000 in
the fiscal year ending December 31, 2005. Any travel, lodging or other expenses
which may arise related to finding, investigating and attempting to complete a
combination with one or more potential acquisitions could also amount to
thousands of dollars.

Our current management has informally agreed to continue rendering services to
us and to not demand payment of sums owed unless and until we complete an
acquisition. The terms of any such payment will have to be negotiated with the
principals of any business acquired.

We will only be able to pay our future debts and meet operating expenses by
raising additional funds, acquiring a profitable company or otherwise generating
positive cash flow. As a practical matter, we are unlikely to generate positive
cash flow by any means other than acquiring a company with such cash flow. We
believe that management members or shareholders will loan funds to us as needed
for operations prior to completion of an acquisition. Management and the
shareholders are not obligated to provide funds to us, however, and it is not
certain they will always want or be financially able to do so. Our shareholders
and management members who advance money to us to cover operating expenses will
expect to be reimbursed, either by us or by the company acquired, prior to or at
the time of completing a combination. We have no intention of borrowing money to
reimburse or pay salaries to any of our officers, directors or shareholders or
their affiliates. There currently are no plans to sell additional securities to
raise capital, although sales of securities may be necessary to obtain needed
funds. Our current management has agreed to continue their services to us and to
accrue sums owed them for services and expenses and expect payment reimbursement
only.

Should existing management or shareholders refuse to advance needed funds,
however, we would be forced to turn to outside parties to either loan money to
us or buy our securities. There is no assurance whatever that we will be able to
raise necessary funds from outside sources. Such a lack of funds could result in
severe consequences to us, including among others:

      1.    failure to make timely filings with the SEC as required by the
            Exchange Act, which also probably would result in suspension of
            trading or quotation in our stock and could result in fines and
            penalties to us under the Exchange Act;

      2.    curtailing or eliminating our ability to locate and perform suitable
            investigations of potential acquisitions; or

      3.    inability to complete a desirable acquisition due to lack of funds
            to pay legal and accounting fees and acquisition-related expenses.

We hope to require potential candidate companies to deposit funds with us that
we can use to defray professional fees and travel, lodging and other due
diligence expenses incurred by our management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to
make such a deposit.

Item 7. FINANCIAL STATEMENTS.

See the index to our financial statements and our financial statements following
the Signature Page and Certifications at the end of this Annual Report on Form
10-KSB.

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


                                       16
<PAGE>

There have been no disagreements regarding accounting and financial disclosure
matters with our independent certified public accountants.

Item 8A.  CONTROLS AND PROCEDURES.

Within 90 days of the filing of this Form 10-KSB, an evaluation was carried out
under the supervision and with the participation of our management, including
Elie Saltoun, our Chairman, CEO and Treasurer, of the effectiveness of our
disclosure controls and procedures. Disclosure controls and procedures are
procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, such as this Form 10-KSB, is recorded, processed, summarized and
reported within the time period specified in the Securities and Exchange
Commission's rules and forms. Based on that evaluation, Mr. Saltoun concluded
that our disclosure controls and procedures are effective to satisfy the
objectives for which they are intended.

There were no significant changes in our internal controls or in other factors
that could significantly affect these internal controls subsequent to the date
of our most recent evaluation.

                                    PART III

Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Set forth below is the name of the directors and officers of Lexicon, their
ages, all positions and offices that they hold with Lexicon, the period during
which they have served as such, and the business experience during at least the
last five years.

<TABLE>
<CAPTION>
Name               Age    Positions Held        Experience
<S>                <C>    <C>                   <C>
Elie Saltoun       62     Chief Executive       Elie Saltoun was our director and Secretary since inception.
                          Officer, President    On November 4, 2004, he resigned as Secretary and became our
                          and Treasurer since   Chief Executive Officer, President, and Treasurer.  From
                          November 2004         October 1998 until April 2001, he was a director of, and was
                                                (until April 2, 2001) the Chief Executive Officer and
                                                President of, PanAgra International Corporation. PanAgra is
                                                now called Minghua Group International Holdings Limited and
                                                it is a company that develops and manufactures hybrid
                                                vehicles powered by a combination of a combustion diesel
                                                engine and an electric power system. During the period that
                                                Mr. Saltoun was the Chief Executive Officer and President of
                                                PanAgra (from October 1998 through April 2001), it was a
                                                blank check company. He has been an entrepreneur and private
                                                investor since 1972.

Jeffrey G. Nunez   43     Secretary since       During the period from our inception until November 4, 2004,
                          November 2004         Mr. Nunez was our director, Chief Executive Officer,
                                                President and Treasurer. He resigned from all of those
                                                positions (except he remained a director) on November 4,
                                                2004 and on such date he was appointed as our Secretary.
                                                From September 2000 to October 2003, Jeffrey G. Nunez has
                                                served as the Senior Director of Investments and Operations
                                                at Chicago Investment Group, Inc. From October 2003 to
                                                present Mr. Nunez has been self employed acting as a
                                                consultant to public companies.
</TABLE>


                                       17
<PAGE>

There are no agreements or understandings for the officers or directors to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will they act at the direction of any
other person.

Conflicts of Interest

Jeffrey G. Nunez and Elie Saltoun, Lexicon's management team, have organized and
expect to organize other companies of a similar nature and with a similar
purpose as Lexicon. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of Lexicon. In addition, insofar
as Messrs. Nunez and Saltoun are engaged in other business activities, they may
devote only a portion of their time to Lexicon's affairs.

A conflict may arise if another blank check company with which Messrs. Nunez or
Saltoun are affiliated also actively seeks a target company. It is anticipated
that target companies will be located for Lexicon and other blank check
companies in chronological order of the date of formation of such blank check
companies or, in the case of blank check companies formed on the same date,
alphabetically. However, other blank check companies may differ from Lexicon in
items like place of incorporation, number of shares and stockholders, working
capital, types of authorized securities, or other items. It may be that a target
company may be more suitable for or may prefer a blank check company formed
after Lexicon. In that instance, a business combination might be negotiated on
behalf of the more suitable or preferred blank check company regardless of date
of formation.

Messrs. Nunez and Saltoun intend to devote as much time to the activities of
Lexicon as required. However, should such a conflict arise, there is no
assurance that Messrs. Nunez or Saltoun would not attend to other matters prior
to those of Lexicon. Messrs. Nunez and Saltoun estimate that the business plan
of Lexicon can be implemented in theory by devoting approximately 10 to 25 hours
per month over the course of several months but such figure cannot be stated
with precision.

Messrs. Nunez and Mr. Saltoun beneficially own in the aggregate 3,000,000 shares
of Lexicon's common stock constituting 67% of the outstanding capital stock of
Lexicon. At the time of a business combination, some or all of the shares of
common stock beneficially owned by Messrs. Nunez and Saltoun may be purchased by
the target company or redeemed by Lexicon. The amount of common stock sold or
that will be owned by Messrs. Nunez and Saltoun after a business combination
cannot be determined at this time.

The terms of a business combination may include such terms as Messrs. Nunez
and/or Saltoun remaining a director or officer of the company. The terms of a
business combination may provide for a payment by cash or otherwise to Messrs.
Nunez and/or Saltoun for the purchase or retirement of all or part of their
common stock or for services rendered incident to or following a business
combination. Messrs. Nunez and Saltoun would directly benefit from such
employment or payment. Such benefits may influence their choice of a target
company.

There are no binding guidelines or procedures for resolving potential conflicts
of interest. Failure by management to resolve conflicts of interest in favor of
Lexicon could result in liability of management to Lexicon.

Committees and Board Meetings

We do not have a standing audit, nominating or compensation committee or any
committee performing a similar function although we intend to form such
committees in the future after we combine with an operating entity.

No Audit Committee Financial Expert

We do not have any audit committee financial expert serving on our board of
directors. We are currently a blank check company whose plan of operation is to


                                       18
<PAGE>

seek, and if possible, acquire an operating business or assets by entering into
a business combination. As such, we have no capital resources and very little
business or financial activity. Therefore, we could not afford to retain a
qualified audit committee financial expert, nor does our business or financial
activities currently require the retention of such an expert.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act required our executive officers and directors,
and person who beneficially own more than ten percent of our equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. Based on our review of the copies of such forms
received by us, we believe that during the year ended December 31, 2004, Elie
Saltoun and Jeffrey Nunez each failed to make the required filings under Section
16(a). These officers have indicated that they intend to make the required
filings promptly after the filing of this Form 10-KSB.


Item 10. EXECUTIVE COMPENSATION.

Cash and Other Compensation

During the period from inception (July 17, 2001) through December 31, 2003, and
through the date of this report, we have not paid any executive officer or
director any cash or cash equivalent compensation. We have no other agreement or
understanding, express or implied, with any director or executive officer
concerning employment or cash or other compensation for services. We will
undoubtedly pay compensation to officers and other employees should we succeed
in acquiring a business that has funds available to pay such compensation.

Compensation of Directors

We have no standard arrangements in place to compensate our directors for their
service as directors or as members of any committee of directors. In the future,
if we retain non-employee directors, we may decide to compensate them for their
service to us as directors and members of committees.

Employment Contracts

No person has entered into any employment or similar contract with us. It is not
anticipated that we will enter into any employment or similar contract unless in
conjunction with or following completion of a business combination.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth each person known by Lexicon to be the beneficial
owner of five percent or more of Lexicon's common stock, all directors
individually and all directors and officers of Lexicon as a group. Each person
named below has sole voting and investment power with respect to the shares
shown.

<TABLE>
<CAPTION>
       Name and Address of         Amount of Benefical Ownership              Percentage
        Beneficial Owner                                                       of Class
<S>                                <C>                                        <C>
Elie Saltoun                                2,000,000                           44.9%
54 Pine Street, 4th Floor
New York, NY 10005

Jeffrey G. Nunez                            1,000,000                           22.5%%
54 Pine Street, 4th Floor


                                       19
<PAGE>

New York, NY 10005

All Executive Officers and Directors as a   7,000,000                           67.4%
           Group (2 People)
</TABLE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Lexicon has issued a total of 7,000,000 shares of common stock to the following
persons for a total of $70,000 in cash:

Name                                     Number of               Consideration
                                         Total Shares

Jeffrey G. Nunez                         1,000,000               $10,000

Elie Saltoun                             2,000,000               $20,000

C. H. Ventures, Inc.,                    4,000,000               $40,000
an entity owned entirely by Ronald C.
H. Lui


Messrs. Nunez and Saltoun are directors and officers of Lexicon and Mr. Lui was
Lexicon's Assistant Treasurer. In August 2003, Mr. Lui's shares were cancelled
by the board of directors of the Company because Mr. Lui failed to repay to the
Company $100,000 that he was holding in trust for the Company as he looked for
merger opportunities in Asia.

On August 12, 2004, we received $1,000,000 from Keyano Corporation upon the
issuance to Keyano of a convertible promissory note in the principal amount of
$1,000,000 with a simple rate of interest of 5% per annum. The principal and
related interest is due on August 12, 2007. The principal and all accrued
interest is convertible into the Company's common stock based upon a share price
of $0.25 per share. Elie Saltoun is affiliated with Keyano as he is the owner of
50% of Keyano's outstanding capital stock.


Item 13. EXHIBITS.

The following exhibits are filed with this report, except those indicated as
having previously been filed with the Securities and Exchange Commission and are
incorporated by reference to another report, registration statement or form. As
to any shareholder of record requesting a copy of this report, we will furnish
any exhibit indicated in the list below as filed with this report upon payment
to us of our expenses in furnishing the information.


Exhibit
Number      Description

*2.1        Certificate of Incorporation

*2.2        Bylaws

4.1         Convertible Promissory Note, dated August 12, 2004, by the Company
            in favor of Keyano Corporation

**14        Code of Ethics


                                       20
<PAGE>

31          Rule 13a-14(a)/15d-14(a) Certifications


32          Section 1350 Certifications



----------------------------

*     Filed as an Exhibit to Lexicon's Registration Statement on Form 10-SB,
      filed August 28, 2001.
**    Filed as Exhibit 14 to Lexicon's Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2003

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for each of the fiscal year ended December 31, 2004
and 2003 for professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $5,000 and
$10,000, respectively.

Audit Related Fees

The aggregate fees billed in the fiscal year ended December 31, 2004 and 2003
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the registrant's
financial statements and are not reported under the paragraph captioned "Audit
Fees" above are $0 and $0, respectively.

Tax Fees

The aggregate fees billed in the fiscal years ended December 31, 2003 and 2002
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning were $0 and $0, respectively.

All Other Fees

The aggregate fees billed in the fiscal years ended December 31, 2002 and 2001
for products and services provided by the principal accountant, other than the
services reported above under other captions of this Item 14 are $0 and $0,
respectively.

Pre-Approval Policies and Procedures

On December 1, 2004 our board of directors adopted resolutions in accordance
with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all auditing
services and all audit related, tax or other services not prohibited under
Section 10A(g) of the Securities Exchange Act of 1934, as amended to be
performed for us by our independent auditors, subject to the de minimus
exception described in Section 10A(i)(1)(B) of the Exchange Act. These
resolutions authorized our independent auditor to perform audit services
required in connection with the annual audit relating to the fiscal year ended
December 31, 2003 and the quarterly reviews for the subsequent fiscal quarters
of 2004 through the review for the quarter ended September 30, 2004 at which
time additional pre-approvals for any additional services to be performed by our
auditor would be sought from the Board. Our board of directors also appointed
and authorized Elie Saltoun to grant pre-approvals of other audit,
audit-related, tax and other services requiring board approval to be performed
for us by our independent auditor, provided that the designee, following any
such pre-approvals, thereafter reports the pre-approvals of such services at the
next following regular meeting of the Board.

The percentage of audit-related, tax and other services that were approved by
the board of directors is zero (-0-).


                                       21
<PAGE>


                                   SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report on Form 10-KSB to be signed on its behalf by
the undersigned, thereto duly authorized individual.

Date: April 14, 2005

                                            LEXICON UNITED INCORPORATED



                                             By: /s/ Elie Saltoun
                                                 ----------------------------
                                                     Elie Saltoun
                                                     Chief Executive Officer,
                                                     President and Treasurer

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


     Signature                       Title                       Date
     ---------                       -----                       ----

 /s/ Elie Saltoun                                           April 14, 2005
 ----------------
   Elie Saltoun      CEO, President and Treasurer and
                     Director


 /s/ Jeffrey Nunez   Secretary and Director                 April 14, 2005
 -----------------
   Jeffrey Nunez


                                       22
<PAGE>

                          AUDITED FINANCIAL STATEMENTS

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                                DECEMBER 31, 2004

<PAGE>

CONTENTS
-------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm                Page   1

Balance Sheets                                                                2

Statements of Operations                                                      3


Statements of Cash Flows                                                      4

Statement of Stockholders' Deficit                                            5

Notes to Financial Statements                                                 6

<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors
Lexicon United Incorporated
New York, NY

We have audited the accompanying balance sheets of Lexicon United Incorporated
(a Development Stage Company) as of December 31, 2004 and 2003 and the related
statements of operations, stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 2004. These financial statements are
the responsibility of Lexicon United Incorporated's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as at December 31,
2004 and 2003, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 2004 in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has incurred a net loss of $161,585 since
inception and there are existing uncertain conditions the Company faces relative
to its ability to obtain capital and operate successfully. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note B. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.



/s/ Meyler & Company, LLC




Middletown, NJ
March 29, 2005


                                       1
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                      December 31,
                                                              ----------------------------
                                                                  2004            2003
                                                              ------------    ------------
<S>                                                           <C>             <C>
                                     ASSETS

CURRENT ASSETS
   Cash                                                       $  1,004,554
                                                              ------------

     Total Assets                                             $  1,004,554
                                                              ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Interest payable to officer                                $     19,300
   Accounts payable                                                 10,957    $        957
   Accrued expenses                                                 21,382           2,600
   Loans payable to officer                                         12,000
                                                              ------------    ------------
          Total Current Liabilities                                 63,639           3,557
                                                              ------------    ------------

LONG-TERM DEBT - Convertible promissory note-
   related party                                                 1,000,000
                                                              ------------    ------------

          Total Liabilities                                      1,063,639           3,557

STOCKHOLDERS' DEFICIT
   Preferred stock $0.001 par value, 10,000,000
     shares authorized,  issued and outstanding
   Common stock $0.001 par value, 40,000,000
     shares authorized, 4,450,000 in 2004 and
     2003 issued and outstanding                                     4,450           4,450
   Paid-in-capital                                                  98,050          98,050
   Deficit accumulated during development stage                   (161,585)       (106,057)
                                                              ------------    ------------

          Total Stockholders' Deficit                              (59,085)         (3,557)
                                                              ------------    ------------
                                                              $  1,004,554    $
                                                              ============    ============
</TABLE>


                 See accompanying notes to financial statements.


                                       1
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 For the Period
                                                                  July 17, 2001
                                                                  (Inception)
                                            Year Ended                 to
                                           December 31,            December 31,
                                      2004            2003            2004
                                  ------------    ------------    ------------
<S>                               <C>             <C>             <C>
INCOME
   Interest income                $      5,099    $      5,099
                                  ------------    ------------
       Total Income                      5,099           5,099

COSTS AND EXPENSES
   Selling, general and
     administrative                     60,627    $     61,057         166,684
                                  ------------    ------------    ------------

       Total Costs and Expenses         60,627          61,057         166,684
                                  ------------    ------------    ------------

NET LOSS                          $    (55,528)   $    (61,057)   $   (161,585)
                                  ============    ============    ============

NET LOSS PER COMMON
  SHARE                           $      (0.01)   $      (0.01)   $      (0.02)
                                  ============    ============    ============

WEIGHTED AVERAGE
   COMMON SHARES
    OUTSTANDING                      4,450,000       6,817,123       6,707,451
                                  ============    ============    ============

NET LOSS PER COMMON
  SHARE (FULLY DILUTED)           $      (0.01)   $      (0.01)   $      (0.02)
                                  ============    ============    ============

FULLY DILUTED WEIGHTED
   AVERAGE COMMON SHARES
   OUTSTANDING                       7,414,633       6,817,123       7,154,006
                                  ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements.


                                       2
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                         For the Period
                                                                                         July 17, 2001
                                                                                          (Inception)
                                                                  Year Ended                  to
                                                                  December 31,            December 31,
                                                              2004            2003            2004
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                               $    (55,528)   $    (61,057)   $   (161,585)
  Changes in operating assets and liabilities:
   Due from officer                                            100,000
   Accounts payable                                             10,000             957          10,957
   Interest payable to officer                                  19,300          19,300
   Accrued expenses                                             18,782             100          21,382
                                                          ------------    ------------    ------------
              Net Cash Used in Operating Activities             (7,446)         40,000        (109,946)

CASH FLOWS FROM FINANCING ACTIVITIES
   Cancellation of common stock issuances                                      (40,000)        (40,000)
   Sale of common stock                                                                        142,500
   Note payable to officer                                   1,000,000                       1,000,000
   Loans payable to officer                                     12,000                          12,000
                                                          ------------    ------------    ------------
               Net Cash (Used in) Provided by Financing
                   Activities                                1,012,000         (40,000)      1,114,500
                                                          ------------    ------------    ------------

NET (DECREASE) INCREASE IN CASH                              1,004,554                       1,004,554

CASH BEGINNING OF PERIOD
                                                          ------------    ------------    ------------

CASH END OF PERIOD                                        $  1,004,554    $               $  1,004,554
                                                          ============    ============    ============

SUPPLEMENTAL DATA:

   Interest income                                        $      5,099                    $      5,099
</TABLE>


                 See accompanying notes to financial statements.


                                       3
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' DEFICIT
                       July 17, 2001 to December 21, 2004

<TABLE>
<CAPTION>
                                                                           Additional
                                                    Common Stock           Contributed    Accumulated
                                                Shares         Amount        Capital        Deficit         Total
                                             ------------   ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>            <C>
Issuance of common stock @ $0.01 per share      7,000,000   $      7,000   $     63,000                  $     70,000

Issuance of common stock @ $0.05 per share      1,240,000          1,240         60,760                        62,000

Net loss for the period July 17, 2001 to
   December 31, 2001                                                                      $    (35,937)       (35,937)
                                             ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2001                      8,240,000          8,240        123,760        (35,937)        96,063

Issuance of common stock @ $0.05 per share        210,000            210         10,290                        10,500

Net loss for year ended December 31, 2002                                                       (9,063)        (9,063)
                                             ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2002                      8,450,000          8,450        134,050        (45,000)        97,500

Cancellation of previously issued shares       (4,000,000)        (4,000)       (36,000)                      (40,000)

Net loss for year ended December 31, 2003                                                      (61,057)       (61,057)
                                             ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2003                      4,450,000          4,450         98,050       (106,057)        (3,557)

Net loss for year ended December 31, 2004                                                      (55,528)       (55,528)
                                             ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2004                      4,450,000   $      4,450   $     98,050   $   (161,585)  $    (59,085)
                                             ============   ============   ============   ============   ============
</TABLE>


                 See accompanying notes to financial statements.


                                       4
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


NOTE A  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization

         Lexicon United Incorporated was incorporated on July 17, 2001 under the
         laws of the State of Delaware to engage in any lawful corporate
         undertaking, including, but not limited to, selected mergers and
         acquisitions. Lexicon has been in the development stage since its
         inception and has had no operations to date other than issuing of
         shares of its common stock to Lexicon's three founding stockholders.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that effect the amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         Business Combinations and Goodwill

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 141, "Business Combinations". SFAS No. 141 requires the
         purchase method of accounting for business combinations initiated after
         June 30, 2001 and eliminates the pooling-of-interests method.

         In July 2001, the FASB issued SFAS NO. 142, "Goodwill and Other
         Intangible Assets", which the Company adopted during 2004. SFAS No. 142
         requires, among other things, the discontinuance of goodwill
         amortization. In addition, the standard includes provisions for the
         reclassification of certain existing recognized intangibles as
         goodwill, reassessment of the useful lives of existing recognized
         intangibles, reclassification of certain intangibles out of previously
         reported goodwill and the identification of reporting units for
         purposes of assessing potential future impairment of goodwill.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets". SFAS No. 144 changes the
         accounting for long-lived assets to be held and used by eliminating the
         requirement to allocate goodwill to long-lived assets to be tested for
         impairment, by providing a probability weighted cash flow estimation
         approach to deal with situations in which alternative courses of action
         to recover the carrying amount of possible future cash flows and by
         establishing a primary-asset approach to determine the cash flow
         estimation period for a group of assets and liabilities that represents
         the unit of accounting for long-lived assets to be held and used. SFAS
         No. 144 changes the accounting for long-lived assets to be disposed of
         other than by sale by requiring that the depreciable life of a
         long-lived asset to be abandoned be revised to reflect a shortened
         useful life and by requiring the impairment loss to be recognized at
         the date a long-lived asset is exchanged for a similar productive asset
         or distributed to owners in a spin-off if the carrying amount of the
         asset exceeds its fair value. SFAS No 144 changes the accounting for
         long-lived assets to be disposed of by sale by requiring that
         discontinued operations no longer be recognized at a net realizable
         value basis (but at the lower of carrying amount or fair value less
         costs to sell), by eliminating the recognition of future operating
         losses of discontinued components before they occur, and by broadening
         the presentation of discontinued operations in the income statement to
         include a component of an entity rather than a segment of a business. A
         component of an entity comprises operations and cash flows that can be
         clearly distinguished operationally, and for financial reporting
         purposes, from the rest of the entity.

<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Net Loss Per Common Share

         The Company computes per share amounts in accordance with Statement of
         Financial Accounting standards ("SFAS") No. 128, "Earnings per Share."
         SFAS per share ("EPS") requires presentation of basic and diluted EPS.
         Basic EPS is computed by dividing the income (loss) available to Common
         Stockholders by the weighted-average number of common shares
         outstanding for the period. Diluted EPS is based on the
         weighted-average number of shares of Common Stock and Common Stock
         equivalents outstanding during the periods.

NOTE B - GOING CONCERN

         As shown in the accompanying financial statements, the Company has
         incurred cumulative net operating losses of $161,585 since inception
         and is considered a company in the development stage. Management's
         plans are to seek a viable merger candidate which is a going concern
         and reverse merge with it. It also seeks to raise deficit capital for
         working capital and potential capital projects. However, even if the
         Company does find a viable merger candidate to reverse merge, and
         raises deficit capital in the capital markets, there can be no
         assurances that the revenues and profits will be sufficient to enable
         it to continue as a going concern. These matters raise substantial
         doubt about the Company's ability to continue as a going concern.
         However, the accompanying financial statements have been prepared on a
         going concern basis, which contemplates the realization of assets and
         satisfaction of liabilities in the normal course of business. These
         financial statements do not include any adjustments relating to the
         recovery of the recorded assets or the classification of the
         liabilities that might be necessary should the Company be unable to
         continue as a going concern.

NOTE  C -  INCOME TAXES

         The Company has adopted Financial Accounting Statement SFAS No. 109,
         Accounting for Income Taxes. Under this method, the Company recognizes
         a deferred tax liability or asset for temporary differences between the
         tax basis of an asset or liability and the related amount reported on
         the financial statements. The principal types of differences, which are
         measured at the current tax rates, are net operating loss carry
         forwards. At December 31, 2004, these differences resulted in a
         deferred tax asset of approximately $41,000. SFAS No. 109 requires the
         establishment of a valuation allowance to reflect the likelihood of
         realization of deferred tax assets. Since realization is not assured,
         the Company has recorded a valuation allowance for the entire deferred
         tax asset, and the accompanying financial statements do not reflect any
         net asset for deferred taxes at December 31, 2004.

         The Company's net operating loss carry forwards amount to $161,585 and
         expire through 2018.

NOTE D - LONG-TERM DEBT - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY

         On August 12, 2004, the Company issued a convertible promissory note to
         Keyano Corporation, a company 50% owned by the President of the
         Company, in the amount of $1,000,000 with a simple rate of interest of
         5% per annum. The principal and related interest is due on August 12,
         2007. The principal and all accrued interest is convertible into the
         Company's common stock based upon a share price of $0.25 per share. The
         agreement provides for an antidilution provision relating to stock
         splits and recapitalization.

<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004



NOTE E - STOCKHOLDERS' DEFICIT

         In July 2001, the Assistant Treasurer who was also a major shareholder
         of the Company, acquired 4,000,000 shares of the Company's common stock
         for $40,000. The Company, in a separate transaction, allowed the
         Assistant Treasurer to hold $100,000 in custody during his travels to
         Asia in connection with a proposed business venture. It was
         subsequently discovered in August 2004, that the funds were not used
         for the intended purposes and that the Assistant Treasurer absconded
         with the funds and has left the United States. The Board of Directors,
         on August 4, 2004, cancelled the shares originally issued to the
         Assistant Treasurer and wrote off the $100,000 held in custody by the
         Assistant Treasurer.

NOTE F - SUBSEQUENT EVENT

         On February 28, 2005, the Company entered into a non-binding letter of
         intent with ATN Capital & Participacoes Ltda. ("ATN") relating to the
         acquisition of 80% of the issued and outstanding capital stock of ATN.
         This non-binding letter of intent contemplates that the Company could
         pay to certain holders of the 80% interest of ATN, in the aggregate,
         $219,230 in cash and issue to such holders, in the aggregate, such
         number of shares of the Company's common stock, which would constitute
         75% of the Company's issued and outstanding common stock. The letter
         of intent also contemplates that the Company will have at least
         $107,692 in cash at the closing which would be available for ATN's
         working capital needs after the closing.

         The letter of intent is non-binding and also subject to several
         conditions, including due diligence by both parties, negotiation and
         execution of a binding agreement relating to the acquisition,
         negotiation of employment agreements with management of ATN, approval
         by the Company's board of directors, negotiation and execution of a
         shareholder's agreement between the Company and the holders of the
         remaining 20% shareholders of ATN.

         ATN is based in Brazil and is engaged in the business of credit
         collection and credit counseling.

<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number      Exhibit Description
------      -------------------

4.1         Convertible Promissory Note, dated August 12, 2004, by the Company
            in favor of Keyano Corporation.

31          Certification of Principal Executive and Financial Officer

32          Section 1350 Certification