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

                     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, 2002        Commission File No. 000-33131

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

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

           54 Pine Street
              4th Floor
         New York, NY 10005                              (212) 809 - 8009
(Address of Principal Executive Office)                 (Issuer Telephone No.
                                                        Including Area Code)

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. [ ]

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

      The aggregate market value of the 1,240,000 shares of common stock of the
registrant held by non-affiliates on December 31, 2002, was not determinable.

      At December 31, 2002, a total of 8,240,000 shares of common stock were
outstanding.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
PART I....................................................................................................4

Item 1.  Description of Business..........................................................................4

Item 2.  Description of Property..........................................................................9

Item 3.  Legal Proceedings................................................................................9

Item 4.  Submission of Matters to a Vote of Security Holders..............................................9

PART II...................................................................................................10

Item 5.  Market for Common Equity and Related Stockholder Matters.........................................10

Item 6.  Management's Discussion and Analysis or Plan of  Operation.......................................11

Item 7.  Financial Statements.............................................................................17

Item 8.  Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................................................................17

PART III..................................................................................................17

Item 9.  Directors and Executive Officers of the Registrant...............................................17

Item 10. Executive Compensation...........................................................................19

Item 11. Security Ownership of Certain Beneficial Owners and Management
 and Related Stockholder Matters..........................................................................20

Item 12. Certain Relationships and Related Transactions...................................................20

Item 13. Exhibits, List and Reports on Form 8-K...........................................................21

Signatures................................................................................................22

Financial Statements......................................................................................F-1
</TABLE>

                                       2
<PAGE>


                    EXPLANATORY NOTE AND RECENT DEVELOPMENTS

This Annual Report of Lexicon United Incorporated for the fiscal year ended
December 31, 2002 is delinquent. It is being filed on February 15, 2005. Lexicon
has not filed any of the reports required to have been filed by it with the
Securities and Exchange Commission since becoming a reporting company. It is now
filing all of its delinquent reports in order to comply with its obligations
under the Securities Exchange Act of 1934.

Since this report is delinquent, several subsequent events have occurred
following the period covered by this report that make much of the disclosure in
this report outdated. Following is a summary of the recent developments that
occurred since the period covered by this report. Readers of this report are
advised that they should carefully review the reports filed by Lexicon that
cover more recent periods in order to ensure that they have reviewed the most up
to date disclosure.

TRANSACTIONS WITH AN OFFICER

In July 2001, the Assistant Treasurer and 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, placed $100,000 in the custody of the
Assistant Treasurer of the Company so that the Assistant Treasurer could seek
potential business ventures in Asia during his travels to Asia. In August 2003,
the Company discovered that the funds placed in the custody of the Assistant
Treasurer in order for him to seek business combinations in Asia were not used
for the intended purposes and that the Assistant Treasurer absconded with the
funds and has not returned to the United States.

On August 4, 2003, the board of directors cancelled the shares originally issued
to the Assistant Treasurer and wrote off the balance of the amount provided to
such officer.

The Assistant Treasurer was also removed from his position as Assistant
Treasurer on August 4, 2003.

ISSUANCE OF CONVERTIBLE NOTE TO RELATED PARTY

On August 12, 2004, Lexicon issued a convertible promissory note to Keyano
Corporation in the amount of $1,000,000 with a simple rate of interest of 5% per
annum in exchange for the cash investment by Keyano of $1,000,000. The principal
and related interest is due on August 12, 2007. The principal and all accrued
interest is convertible into Lexicon's common stock based upon a conversion
price of $0.25.

Keyano Corporation is an affiliate of Lexicon's Director and current President,
Chief Executive Officer and Treasurer, Elie Saltoun. Mr. Saltoun is the owner of
a 50% interest in Keyano Corporation.

CHANGE OF OFFICERS

In November 2004, Mr. Nunez resigned from his positions as Chief Executive
Officer, President and Treasurer and Elie Saltoun resigned from his position as
Secretary. At the same time, the Board of Directors appointed Mr. Saltoun as the
Chief Executive Officer, President and Treasurer and the Board of Directors
appointed Mr. Nunez as the Secretary of the Company. Both Mr. Nunez and Mr.
Saltoun remain the sole directors of Lexicon.

CHANGE OF EXECUTIVE OFFICES

During the period covered by this report, the principal executive offices of the
Company were located at 54 Pine Street, 4th Floor, New York, NY 10005 and its
telephone number at such address was (212) 809-8009. On November 1, 2004, the
Company relocated its principal executive offices to the residence of its
Secretary, Jeffrey G. Nunez. Its new offices are located at 4500 Steiner Ranch
Blvd., Suite#1708 Austin, Texas 78732. Mr. Nunez voluntarily provides use of
such office space at no cost to Lexicon.


                                       3
<PAGE>

                           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.

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
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.


                                       4
<PAGE>

None of our officers, directors, promoters, their affiliates or associates have
had any preliminary contact or discussions with, and there are no present plans,
proposals, arrangements or understandings with, any representatives of the
owners of any business or company regarding the possibility of an acquisition,
merger or similar transaction contemplated in this registration statement. We
cannot give any assurances that we will be successful in locating or negotiating
with any target company.

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 of December 31, 2002 was located at 54 Pine
Street, 4th Floor, New York, New York 10005. The telephone number at our
principal executive office is (212) 809-8009. The facsimile number is (212)
809-8016.

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; 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.


                                       5
<PAGE>

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;

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.


                                       6
<PAGE>

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
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

Jeffrey G. Nunez is the President and Treasurer of Lexicon and a member of
Lexicon's Board of Directors. Elie Saltoun is the Vice President and Secretary
of Lexicon and a member of Lexicon's Board of Directors. Ronald C. H. Lui is
Lexicon's Assistant Treasurer. Other than Messrs. Nunez, Saltoun and Lui,
Lexicon does not have any officers or directors. Lexicon has no employees nor
are there any persons other than Messrs. Nunez, Saltoun and Lui 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 and not
to Mr. Lui. 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.


                                       7
<PAGE>


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.

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.


                                       8
<PAGE>

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.

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.


                                       9
<PAGE>

                                     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
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 8,450,000 shares of its common stock to 59
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.


                                       10
<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

As noted above, in connection with organizing Lexicon, on July 17, 2001, Lexicon
issued a total of 7,000,000 unregistered shares of common stock at a value of
$.001 per share to Jeffrey G. Nunez, Elie Saltoun and C. H. Ventures, Inc. for
an aggregate cash payment of $70,000. Lexicon relied upon Section 4(2) of the
Securities Act of 1933 in issuing this stock. Lexicon relied on the following
factors in making this offering: (a) the issuance was an isolated private
transaction by Lexicon which did not involve a public offering; (b) there were
only three offerees who were officers and directors of the Company; (c) there
were no subsequent or contemporaneous public offerings of the stock; (d) the
stock was not broken down into smaller denominations; (e) the negotiations for
the sale of the stock took place directly between the offerees and the Company;
and (f) each of the offerees represented to Lexicon that he or it is an
Accredited Investor as defined in Regulation D promulgated under the Securities
Act.

During the period from September 24, 2001 through November 11, 2001, Lexicon
consummated the private placement of 1,240,000 shares of its Common Stock at a
price per share equal to $.05 or gross proceeds from the placement of $62,000.
Lexicon relied on Regulation D and Regulation S promulgated under the Securities
Act of 1933 in effecting the offering.

In February 2002, Lexicon issued 210,000 shares of common stock at a price per
share of $0.05 for total gross proceeds of $10,500. Lexicon relied on Regulation
D and Regulation S promulgated under the Securities Act of 1933 in effecting the
offering.

In instances where Lexicon relied on Regulation S, (a) the subscriber was
neither a U.S. person nor acquiring the shares for the account or benefit of any
U.S. person, (b) the subscriber agreed not to offer or sell the shares
(including any pre-arrangement for a purchase by a U.S. person or other person
in the U.S.) directly or indirectly, in the United States or to any natural
person who is a resident of the United States or to any other U.S. person as
defined in Regulation S unless registered under the Securities Act and all
applicable state laws or an exemption from the registration requirements of the
Securities Act and similar state laws is available, (c) the subscriber made his,
her or its subscription from the subscriber's residence or offices at an address
outside of the U.S. and (d) the subscriber or the subscriber's advisor has such
knowledge and experience in financial and business matters that the subscriber
is capable of evaluating the merits and risks of, and protecting his interests
in connection with an investment in Lexicon. In instances where Lexicon relied
on Regulation D, it relied upon Rule 506 and (a) the subscriber was an
Accredited Investor (as defined in Regulation D), (b) the subscriber invested in
Lexicon for his own account for investment and not for the account of any other
person and not with a view to or for distribution, assignment or resale in
connection with any distribution within the meaning of the Securities Act, (c)
the subscriber agreed not to sell or otherwise transfer the purchased shares
unless they are registered under the Securities Act and any applicable state
securities laws, or an exemption or exemptions from such registration are
available, (d) the subscriber represented that he had knowledge and experience
in financial and business matters such that he is capable of evaluating the
merits and risks of an investment in Lexicon, (e) the subscriber had access to
all documents, records, and books of Lexicon pertaining to the investment and
was provided the opportunity ask questions and receive answers regarding the
terms and conditions of the offering and to obtain any additional information
which Lexicon possessed or was able to acquire without unreasonable effort and
expense, and (f) the subscriber had no need for the liquidity in his investment
in Lexicon and could afford the complete loss of such investment.

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

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
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.


                                       11
<PAGE>


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. 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, Saltoun or Lui 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, Saltoun or Lui 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 or CH Ventures 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 and CH Ventures 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 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.


                                       12
<PAGE>


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
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.


                                       13
<PAGE>


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.


                                       14
<PAGE>

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


                                       15
<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

During the fiscal year ended December 31, 2002, we had no revenues and incurred
a net loss of $9,063. Expenses during this period related primarily to
accounting, legal and miscellaneous general and administrative fees.

As of December 31, 2002, we had no cash and we had a loan due from an officer in
the amount of $100,000. As of such date we had total assets of $100,000.

As of December 31, 2002, we also accrued expenses of $2,500. Our total
liabilities were $2,500.

As of December 31, 2002, our total Stockholders' Equity was $97,500. As of such
date we had a total accumulated deficit of $45,000.

LIQUIDITY AND CAPITAL RESOURCES

We had no cash and a loan due from an officer in the amount of $100,000 at
December 31, 2002. These are the only assets that we have to meet ongoing
expenses or debts that may accumulate. As of such date, we had accumulated a
deficit (net loss) of $45,000. We have accrued expenses of $2,500.

We have no commitment for any capital expenditure and foresee none. However, we
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, 2003. 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.


                                       16
<PAGE>

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.

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

                                    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>
Jeffrey G. Nunez          42     President,            From September 2000 to present, Jeffrey G. Nunez has served
                                 Treasurer and         as the Senior Director of Investments and Operations at
                                 Director since        Chicago Investment Group, Inc.  Mr. Nunez is also the owner
                                 inception             of Broad Street Capital, Inc.  Through Broad Street Capital,
                                                       Mr. Nunez opened up the office of supervisory jurisdiction of
                                                       Chicago Investment Group. From October 1995 to January 1997,
                                                       Mr. Nunez worked at Commonwealth Associates, Inc. as the
                                                       Senior Vice President of Investments. From January 1997 to
                                                       August 1999, Mr. Nunez worked at Fordham Financial Management,
                                                       Inc. as the Senior Vice President of Investments. From August
                                                       1999 to September 2000, Mr. Nunez, served as the Senior Vice
                                                       President of Investments for Providential Securities Inc. and
                                                       through Broad Street Capital, Mr. Nunez opened the office of
                                                       supervisory jurisdiction for Providential.
</TABLE>


                                                         17
<PAGE>

<TABLE>
<CAPTION>

NAME                      AGE    POSITIONS HELD        EXPERIENCE
<S>                       <C>    <C>                   <C>

Elie Saltoun              61     Vice President,       Elie Saltoun is a director of, and was (until April 2, 2001)
                                 Secretary and         the Chief Executive Officer and President of, PanAgra
                                 Director since        International Corporation.  PanAgra is now called Minghua
                                 inception             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. Mr. Saltoun
                                                       is a Managing Director of First Pacific Capital Ltd., and has
                                                       extensive experience in Brazil and the Middle East in export
                                                       securitization, cross currency transactions, and pre-export
                                                       financing transactions essential to commodities production and
                                                       distribution.

Ronald C. H. Lui          51     Assistant Treasurer   Ronald C. H. Lui became the Chief Executive Officer and
                                                       President of Minghua Group International Holdings Limited, a
                                                       company that develops and manufactures hybrid vehicles
                                                       powered by a combination of a combustion diesel engine and an
                                                       electric power system, on April 2, 2001.  During the five
                                                       years prior to that, Mr. Lui worked for Fuller International
                                                       Development Ltd., an international real estate development
                                                       firm, as the Southeast Asia Regional Director.  Mr. Lui is
                                                       also the President and sole director of CH Ventures, Inc.
</TABLE>

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.


                                       18
<PAGE>

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, Saltoun and Lui beneficially own in the aggregate 7,000,000
shares of Lexicon's common stock constituting 84.95% 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, Saltoun and Lui 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, Saltoun and Lui 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.

ITEM 10. EXECUTIVE COMPENSATION.

CASH AND OTHER COMPENSATION

During the period from inception (July 17, 2001) through December 31, 2002, 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.


                                       19
<PAGE>

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>
C. H. Ventures, Inc.(1)                     4,000,000                           48.54%
54 Pine Street, 4th Floor
New York, NY 10005

Ronald C. H. Lui (2)                        4,000,000                           48.54%
54 Pine Street, 4th Floor
New York, New York  10005

Elie Saltoun                                2,000,000                           24.27%
54 Pine Street, 4th Floor
New York, NY 10005

Jeffrey G. Nunez                            1,000,000                           12.14%
54 Pine Street, 4th Floor
New York, NY 10005

All Executive Officers and Directors as a   7,000,000                           84.95%
           Group (3 People)
</TABLE>

      (1) Mr. Lui is the sole stockholder, sole director and officer of CH
      Ventures, Inc. CH Ventures is a holding company that was formed by Mr. Lui
      on March 13, 2001 to exploit various investment opportunities and other
      projects in the U.S. and Asia.

      (2) As the sole stockholder, director and officer of CH Ventures, Mr. Lui
      is deemed to be the beneficial owner of the common stock of Lexicon owned
      by CH Ventures.

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:

<TABLE>
<CAPTION>

NAME                                     NUMBER OF                              CONSIDERATION
                                         TOTAL SHARES
<S>                                      <C>                                    <C>
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
</TABLE>


                                       20
<PAGE>


      Messrs. Nunez and Saltoun are directors and officers of Lexicon and Mr.
Lui is Lexicon's Assistant Treasurer.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(A) 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

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

* Filed as an Exhibit to Lexicon's Registration Statement on Form 10-SB, filed
August 28, 2001.

(B) REPORTS ON FORM 8-K.

      No current reports on Form 8-K were filed during the last quarter of the
period covered by this report.


                                       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: February 15, 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.

<TABLE>
<CAPTION>
              Signature                                 Title                                  Date
              ---------                                 -----                                  ----
<S>                                      <C>                                              <C>
           /s/ Elie Saltoun                                                               February 15, 2005
           ----------------
             Elie Saltoun                CEO, President and Treasurer

           /s/ Jeffrey Nunez             Secretary and Director                           February 15, 2005
           -----------------
             Jeffrey Nunez
</TABLE>


                                       22
<PAGE>

                          AUDITED FINANCIAL STATEMENTS

                           LEXICON UNITED INCORPORATED

                          (A Development Stage Company)

                                DECEMBER 31, 2002

<PAGE>

CONTENTS

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

Report of Independent Registered Public Accounting Firm         Page   1

Balance Sheets                                                         2

Statements of Operations                                               3

Statements of Cash Flows                                               4

Statements of Stockholders' Equity                                     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 sheet of Lexicon United Incorporated (A
Development Stage Company) as of December 31, 2002 and 2001 and the related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 2002 and for the period July 17, 2001 to December 31, 2001. 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 of December 31,
2002 and 2001, and the results of its operations and its cash flows for the year
ended December 31, 2002 and for the period July 17, 2001 to December 31, 2001 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 $45,000 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
December 29, 2004


                                      F-1
<PAGE>

                           LEXICON UNITED INCORPORATED

                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                 --------------------------

                                                                    2002             2001
                                                                 ---------        ---------
<S>                                                              <C>              <C>
                                     ASSETS

CURRENT ASSETS
   Cash                                                                           $   5,181
   Due from officer                                              $ 100,000          100,000
                                                                 ---------        ---------

     Total Assets                                                $ 100,000        $ 105,181
                                                                 =========        =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                               $   6,518
   Accrued expenses                                              $   2,500            2,600
                                                                 ---------        ---------
         Total Liabilities                                           2,500            9,118

STOCKHOLDERS' EQUITY
   Preferred stock $0.001 par value, 10,000,000
      shares authorized, none  issued and
      outstanding
   Common stock $0.001 par value, 40,000,000
      shares authorized, 8,450,000 in 2002 and
     8,240,000 in 2001 issued and  outstanding                       8,450            8,240
   Paid-in-capital                                                 134,050          123,760
   Deficit accumulated during development stage                    (45,000)         (35,937)
                                                                 ---------        ---------
     Total Stockholders' Equity                                     97,500           96,063
                                                                 ---------        ---------

                                                                 $ 100,000        $ 105,181
                                                                 =========        =========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-2
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           For the Period
                                                         For the Period      July 17, 2001
                                                         July 17, 2001      (Inception)
                                       Year Ended             to                to
                                      December 31,       December 31,       December 31,
                                         2002               2001                2002
                                      -----------        -----------        -----------
<S>                                   <C>                <C>                <C>
COSTS AND EXPENSES
   Selling, general and
     administrative                   $     9,063        $    35,937        $    45,000
                                      -----------        -----------        -----------

       Total Costs and Expenses             9,063             35,937             45,000
                                      -----------        -----------        -----------

NET  (LOSS)                           $    (9,063)       $   (35,937)       $   (45,000)
                                      ===========        ===========        ===========

NET LOSS PER COMMON
  SHARE (Basic and diluted)           $     (0.00)       $     (0.00)       $     (0.00)
                                      ===========        ===========        ===========

WEIGHTED AVERAGE
   COMMON SHARES
    OUTSTANDING                         8,440,384          7,627,665          8,185,263
                                      ===========        ===========        ===========

SUPPLEMENTAL DATA:

  None
</TABLE>

                 See accompanying notes to financial statements.

                                      F-3
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               For the Period
                                                                              For the Period    July 17, 2001
                                                                               July 17, 2001    (Inception)
                                                               Year Ended          to                to
                                                              December 31,      December 31,    December 31,
                                                                  2002            2001              2002
                                                               ---------        ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>              <C>              <C>
   Net loss                                                    $  (9,063)       $ (35,937)       $ (45,000)
  Changes in operating assets and liabilities:
     Due from officer                                                            (100,000)        (100,000)
     Accounts payable                                             (6,518)           6,518
     Accrued expenses                                               (100)           2,600            2,500
                                                               ---------        ---------        ---------
              Net Cash Used in Operating Activities              (15,681)        (126,819)        (142,500)

CASH FLOWS FROM FINANCING ACTIVITIES
 Sale of common stock                                             10,500          132,000          142,500
                                                               ---------        ---------        ---------
               Net Cash Provided by Financing Activities          10,500          132,000          142,500
                                                               ---------        ---------        ---------

NET (DECREASE) INCREASE IN CASH                                   (5,181)           5,181

CASH BEGINNING OF PERIOD                                           5,181
                                                               ---------        ---------        ---------

CASH END OF PERIOD                                             $                $   5,181        $
                                                               =========        =========        =========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-4

<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                       July 17, 2001 to December 21, 2002

<TABLE>
<CAPTION>

                                                        Common Stock               Additional
                                                -----------------------------      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           35,967            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
                                                ===========       ===========       ===========      ===========       ===========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

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 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 2003. 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.


                                      F-6
<PAGE>

                           LEXICON UNITED INCORPORATED
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2002

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 $45,000 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 equity capital for working capital and
      potential capital projects. However, even if the Company does find a
      viable merger candidate to reverse merge, and raises equity 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, 2001, these differences resulted in a deferred tax asset
      of approximately $9,000. 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, 2002.

      The Company's net operating loss carry forward amounted to $45,000 which
      will expire through 2017.

NOTE D- STOCKHOLDERS' EQUITY

      Issuance of Common Stock

      In February 2002, the Company issued 210,000 shares of its common stock to
      a shareholder @ $0.05 per share.


                                      F-7
<PAGE>

                           LEXICON UNITED INCORPORATED
                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2002

NOTE E - SUBSEQUENT EVENTS

      In July 2001, the Assistant Treasurer and 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, placed $100,000 in the
      custody of the Assistant Treasurer, so that the Assistant Treasurer could
      seek potential business ventures in Asia during his travels to Asia. In
      August 2003, the Company discovered that the funds loaned to the Assistant
      Treasurer in order for him to seek business combinations in Asia were not
      used for the intended purposes and that the Assistant Treasurer absconded
      with the funds and has not returned to the United States. The Board of
      Directors, on August 4, 2003, cancelled the shares originally issued to
      the Assistant Treasurer and wrote off the loan balance.

      On August 12, 2004, the Company issued a convertible promissory note to
      Keyano Corporation 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. Keyano Corporation is an affiliate of
      Lexicon's Director and current President, Chief Executive Officer and
      Treasurer, Elie Saltoun. Mr. Saltoun is the owner of a 50% interest in
      Keyano Corporation.


                                      F-8