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**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
        10-KSB/A**








(Mark
      One)


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


For
      the
      fiscal year ended: December
      31, 2005





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


For
      the
      fiscal year from __________________ to __________________





**Commission
      File No. 000-33131**





**LEXICON
      UNITED INCORPORATED, INC.**


(Name
      of
      Small Business Issuer in Its Charter)





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





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




Securities
      registered under Section 12(b) of the Exchange Act: NONE




Securities
      registered under Section 12(g) of the Exchange Act: Common stock, $.001 par
      value




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




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




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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o 
No
x




The
      issuer’s revenues for its most recent fiscal year are $26,258.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates on December 31, 2005 was not determinable.




The
        number of shares outstanding of the issuer's common stock as of April 14,
        2006
        is 8,456,250.









**TABLE
      OF CONTENTS**




**PART
                I**
            3Item
                1. Description of Business
            3Item
                2. Description of Property
            12Item
                3. Legal Proceedings
            13Item
                4. Submission of Matters to a Vote of Security
                Holders
            13**PART
                II**
            13Item
                5. Market for Common Equity, Related Stockholder
                Matters and Small Business Issuer Purchases of Equity
                Securities
            13Item
                6. Management’s Discussion and Analysis or Plan of
                Operation
            14Item
                7. Financial Statements
            15Item
                8. Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure
            16Item
                8A. Controls and Procedures
            16Item
                8B. Other Information
            16**PART
                III**
            16Item
                9. Directors and Executive Officers, Promoters and
                Control Persons; Compliance with Section 16(a) of the Exchange
                Act
            16Item
                10. Executive Compensation
            18Item
                11. Security Ownership of Certain Beneficial Owners
                and Management and Related Stockholder Matters
            19Item
                12. Certain Relationships and Related
                Transactions
            20Item
                13. Exhibits
            20Item
                14. Principal Accountant Fees and
                Services
            21Signatures
            22Financial
                Statements
            F-1






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**EXPLANATORY
      NOTE**


This
          annual report is for Lexicon’s fiscal year ended December 31, 2005. On February
          27, 2006, shortly after the end of Lexicon’s 2005 fiscal year, Lexicon acquired ATN
          Capital & Participações Ltda. ,
          or ATN,
          a Brazilian-based accounts receivable servicing company. Prior to such
          acquisition, including the entirety of Lexicon’s 2005 fiscal year, Lexicon was a
          shell company. Although Lexicon was a shell company during 2005, the disclosures
          in this Form 10-KSB describe Lexicon’s new business, i.e., the business of ATN,
          because management believes that disclosure regarding Lexicon’s new business
          will be more meaningful than shell company disclosure. However, since the
          financial statements provided are those of Lexicon prior to the acquisition
          of
          ATN, Management’s Discussion and Analysis of Financial Condition and Results of
          Operations relates to Lexicon’s operations as a shell company prior to the ATN
          acquisition. Please refer to the Current Report on Form 8-K of Lexicon
          filed
          with the SEC on February 27, 2006 for the audited Financial Statements
          of ATN
          for the fiscal years ended December 31, 2004 and December 31, 2003 and
          for the
          nine (9) month period ended September 30, 2005.




**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.





When
      used
      in this report, the terms “Lexicon,” “Company,” “we,” “our,” and “us” refer to
      Lexicon United Incorporated and its consolidated subsidiaries, including, after
      February 27, 2006, ATN.





**PART
      I**





**Item
      1. DESCRIPTION OF BUSINESS.**





***Background***




Our
      corporate name is Lexicon United Incorporated. We were incorporated on July
      17,
      2001 in the state of Delaware. We were a “blank check” company and had no
      operations other than organizational matters and conducting a search for an
      appropriate acquisition target until February 27, 2006 when we completed an
      acquisition transaction with ATN, a Brazilian limited company, that had
      commenced business in April 1997. ATN is engaged in the business of managing
      and
      servicing accounts receivables for large financial institutions in Brazil.





On
      April
      29, 2005, our stockholders approved a four for one reverse stock split which
      became effective on June 28, 2005.





***Acquisition
      of ATN Capital & Participações Ltda***




On
      February 27, 2006, we completed an acquisition transaction with ATN whereby
      we acquired 400,000 shares of ATN common stock, constituting 80% of ATN’s issued
      and outstanding capital stock, from the two stockholders of ATN in exchange
      for
      2,000,000 shares our common stock. Upon the consummation of such share exchange,
      the two stockholders of ATN became holders of approximately 23.72% of our
      outstanding common stock in the aggregate and ATN became our majority-owned
      subsidiary.




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When
      we
      refer in this report to business for periods prior to the consummation of the
      acquisition, we are referring to the business of ATN.





***Our
      Business Generally***




We
      have
      been in the collection business for over 8 years. We provide a wide range of
      accounts receivable management services to our clients. Our focus is on the
      recovery of delinquent accounts (generally, accounts that are 60 days or more
      past due). We generate revenue from the recovery of delinquent accounts
      receivable on a contingency fee basis. Our contingent fees typically are around
      15 percent of the amounts recovered on behalf of our clients. We do not acquire
      accounts receivable for our own account. Our services are limited to managing
      the recovery of accounts receivable for our third-party clients.





The
      types
      of receivables that we generally manage include charged-off receivables, which
      are accounts receivable that have been written-off by the originators and may
      have been previously serviced by collection agencies and semi-performing
      receivables, which are accounts receivable where the debtor is currently making
      partial or irregular monthly payments, but the accounts may have been
      written-off by the originators.





***An
      Overview of Our Industry***





The
      servicing and collection of charged-off and semi-performing consumer receivables
      in Brazil is a growing industry that is driven by:





·
            increasing
                levels of consumer debt;


·
            increasing
                defaults of the underlying receivables;
                and


·
            increasing
                utilization of third-party providers to collect such
                receivables.





According
      to financial bulletins, consumer credit in Brazil has been increasing at an
      annual rate of 15 percent on average and the credit card market will be steadily
      growing.





We
      believe that as a result of the difficulty in collecting these receivables
      and
      the desire of originating institutions to focus on their core businesses and
      to
      generate revenue from these receivables, originating institutions are
      increasingly electing to outsource the servicing of these
      receivables.





***Strategy***





Our
      primary objective is to utilize our management's experience and expertise to
      effectively grow our business by identifying, evaluating and servicing consumer
      receivable portfolios and maximizing collections of such receivables in a cost
      efficient manner.





Our
      strategy includes utilizing the systemization of our operations to reduce
      overhead costs and to provide intensive training to our call center
      representatives to increase our percentage of successful account receivable
      collections.





Our
      management team also includes statisticians that have developed models that
      guide our collection efforts and assist us in deciding the extent to which
      we
      believe we can successfully recover a charged-off or semi-performing receivable.





***Our
      Services***





Engagement
      Planning . ****





Our
      approach to accounts receivable management and collection for each client is
      determined by a number of factors, including account size and demographics,
      the
      client’s specific requirements and management’s estimate of the collectibility
      of the account. We have standard accounts receivable management and collection
      methods that we employ to collect accounts receivable. These methods were
      developed based on our 8 years of experience in this industry. In order to
      properly serve our customers we carefully study our customer’s account
      receivable needs and employ the proper collection method for each particular
      client. In most cases, our approach to accounts receivable collection changes
      over time as the relationship with the client develops and both parties evaluate
      the most effective means of recovering accounts receivable. Our standard
      approach, which may be tailored to the specialized requirements of each client,
      defines and controls the steps that will be undertaken by us on behalf of the
      client and the manner in which we will report data to the client. Through our
      systematic approach to accounts receivable management and collection, we remove
      most decision making from the recovery staff and ensure uniform, cost-effective
      performance.




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Once
      the
      approach has been defined, we transfer pertinent client data into our
      information system. When the client’s records have been established in our
      system, we begin the recovery process.





Account
      Notification .





We
      initiate the recovery process by forwarding a preliminary letter that is
      designed to seek payment of the amount due or open a dialogue with client’s
      customers who cannot afford to pay at the current time. Telephone
      representatives remind the client’s customer of their obligation, inform them
      that their account has been placed for collection with us and begin a dialogue
      to develop a friendly payment program.





Determination
      of Obligor Contact Data .





In
      cases
      where the client’s customer’s contact information is unknown, we conduct
      research through the “CreditLink” system to determine a means of contacting the
      customer debtor. “CreditLink” is a paid service that assists with investigations
      into customer contact information, and costs approximately $300 per month.
      Once
      we have located the client’s customer, the notification process can
      begin.





Payment
      Process .





After
      we
      receive payment from the client’s customer, depending on the terms of our
      contract with the client, we can either remit the amount received minus our
      fee
      to the client or remit the entire amount received to the client and subsequently
      bill the client for our collection services.





Activity
      Reports .





Clients
      are provided with a system-generated set of customized reports that fully
      describe all account activity and current status. These reports are typically
      generated daily; however, the information included in the report and the
      frequency that the reports are generated can be modified to meet the needs
      of
      the client.





Quality
      Tracking .





We
      emphasize quality control throughout all phases of the accounts receivable
      management and collection process. Some clients may specify an enhanced level
      of
      supervisory review and others may request customized quality reports. Large
      financial services organizations will typically have exacting performance
      standards which require sophisticated capabilities, such as documented complaint
      tracking.





***Collection
      Strategy***





At
      the
      outset of each engagement, we perform a collectibility analysis utilizing
      information prepared by our statisticians. This analysis is the basis for our
      collection efforts and dictates our strategy for any particular receivable
      or
      group of receivables. We continuously refine this analysis to determine the
      most
      effective collection strategy to pursue for each account.





Our
      collection strategies consist of:





·
            Call
                Centers.
                We maintain an inbound and outbound collection call center at ATN’s
                executive offices in Rio De Janeiro in Brazil. Our collections department
                is divided into two client teams, each team consisting of a collection
                manager and six or seven collection supervisors, each assigned to
                an
                individual client. Each collection supervisor is in charge of anywhere
                from 4 to 15 collectors. Collectors are trained to use a friendly
                but firm
                approach to assess the willingness of the customer to pay. They attempt
                to
                work with customers to evaluate sources and means of repayment to
                achieve
                a full or negotiated lump sum settlement or develop payment programs
                customized to the individual's ability to pay. In cases where a payment
                plan is developed, collectors encourage debtors to pay through automatic
                payment arrangements, if available.






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·
            Legal
                Action.
                We generally outsource those accounts where it appears the debtor
                is able
                but unwilling to pay. We utilize lawyers that are independent from
                us, but
                who are located on our premises. These lawyers specialize in collection
                matters and we pay them a contingency fee on amounts collected. The
                name
                of the firm that we use is Andrada & Negreiros Associates. Prior to
                sending accounts to the law firm, our collectors communicate to the
                debtor
                our intention to have a lawyer evaluate the suitability of the account
                for
                litigation if payment arrangements cannot be
                established.





·
            Direct
                Mail.
                We have an in-house marketing team that develops mail campaigns.
                The mail
                campaigns generally offer debtors targeted discounts on their balance
                owed
                to encourage settlement of their accounts and provide us with a low
                cost
                recovery method.





·
            Removal
                from Restricted Lists.
                There are two restrictions imposed upon debtors in Brazil that fail
                to pay
                their debts when they come due. The first is called “Serasa”, which is a
                restriction imposed by every Brazilian bank. Such debtor’s names are put
                on the Serasa restricted list and no Brazilian Bank will provide
                them
                credit. The second restricted list is called “SPC”, which is a restriction
                imposed by Brazilian merchants. Once a debtor’s name is put on the SPC
                list, merchants will no longer provide the debtor with credit. Once
                we
                agree with the debtor on a payment program and the debtor makes the
                first
                installment towards such program, we notify our client that a payment
                has
                been made. The client then causes such debtor’s name to be removed from
                such lists. The removal of a debtor’s name from such lists is very
                beneficial to the debtor, who may then be able to obtain limited
                credit
                and who no longer has to suffer the other negative social effects
                of being
                on such lists.





***Technology
      and Infrastructure***





Our
      customer contact center utilizes the NEO system. Our Information Technology
      staff is comprised of approximately four employees. We provide our services
      through the operation of our main call center, located in Rio de Janeiro,
      Brazil, which utilizes 140 **** persons,
      and two smaller call centers: one located in Vitoria, Brazil, using about 15
      people, and the other located in Niteroi, using about two people.





We
      maintain disaster recovery contingency plans and have implemented procedures
      to
      protect against the loss of data resulting from power outages, fire and other
      casualties. We believe fast recovery and continuous operation are
      ensured.





We
      spent
      approximately $33,000 and
      $30,000 on research and development activities during fiscal years ended
      December 31, 2005 and 2004, respectively.





***Quality
      Assurance and Client Service***





In
      the
      accounts receivable management industry, a company’s reputation for quality
      service is of the utmost importance. We regularly measure the quality of our
      services by capturing and reviewing such information as the amount of time
      spent
      talking with clients’ customers, level of customer complaints and operating
      performance. In order to provide ongoing improvement to our telephone
      representatives’ performance and to ensure compliance with our policies and
      standards, quality assurance personnel supervise each telephone representative
      on a frequent basis and provide ongoing training to the representative based
      on
      this review.





We
      maintain a client service department to promptly address client issues and
      questions and alert senior executives of potential problems that require their
      attention. In addition to addressing specific issues, a team of client service
      representatives contacts clients on a regular basis in order to establish a
      close rapport, determine clients’ overall level of satisfaction, and identify
      practical methods of improving their satisfaction.




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***Major
      Customers***





We
      have
      approximately 15 clients. Unibanco accounts for approximately 40% of our
      revenues.





***Personnel
      and Training***





All
      of
      our call center personnel receive comprehensive training that instructs in
      each
      of the following topics:





·
            how
                to use the system;


·
            how
                to communicate with the client;


·
            scripts;
                and


·
            role
                playing.





These
      programs are conducted through a combination of classroom and role-playing
      sessions. New employees receive training on how to use our operating systems
      and
      on how to approach clients. Special orientations are also given out to employees
      on the respect of customer’s codes and how to respect creditors’ rights. Various
      upgrades and incentives are closely monitored by our human resource supervisor,
      including an upscale gradual commission that is awarded to each employee reaches
      at least 70% of the targeted performance.





As
      of
      April 14, 2006, we had a total of approximately 113 full-time employees and
      41
      trainees and 24 cooperatives. Our employees are not represented by a labor
      union. We believe that our relations with our employees are
      satisfactory.





***Sales
      and Marketing***





Our
      sales
      force is comprised of ATN’s senior management team, which markets our accounts
      receivable services to potential clients.





***Competition***





The
      accounts receivable management and collection industry in Brazil is highly
      competitive. We compete with a large number account receivable management
      providers, including Sincred, Mastercob and Easycob. Some of our competitors
      may
      offer more diversified services and/or operate in broader geographic areas
      than
      we do. In addition, many companies perform accounts receivable management
      services through their own in-house staff. Moreover, many larger clients retain
      multiple outsourcing providers, which exposes us to continuous competition
      in
      order to remain a preferred vendor. We believe that the primary competitive
      factors in obtaining and retaining clients are the ability to provide customized
      solutions to a client’s requirements, personalized quality service,
      sophisticated call and information systems, and price.





***Regulation***





The
      accounts receivable management industry in Brazil is regulated by Brazil
      Consumer Defense Code (Law 8078 of September 11, 1990). The Consumer Defense
      Code is a regulatory entity designed to maintain a standard procedure to protect
      the privacy and rights of the debtors. It is intended to limit and outline
      the
      collection procedure so that such procedure remains within acceptable commercial
      practice. No pressure or harassment is permitted. We believe that we are in
      compliance in all material respects with all applicable
      regulations.





***Risk
      Factors***





*Investing
      in our common stock involves a high degree of risk. You should carefully
      consider the risks and uncertainties described below before you purchase any
      of
      our common stock. If any of these risks or uncertainties actually occurs, our
      business, financial condition or results of operations could be materially
      adversely affected. In this event you could lose all or part of your
      investment.*




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*Financial
      Risks*





*We
      only have approximately $940,000 in cash and if we are unable to raise more
      money we will be required to delay, scale back or eliminate our marketing and
      development programs*





As
      of
      December 31, 2005, we had approximately $940,000 in cash available to fund
      our
      operations, which includes cash held by both Lexicon and ATN on a consolidated
      basis. The amounts and timing of our expenditures will depend primarily on
      our
      ability to raise additional capital. We may seek to satisfy our future funding
      requirements through new offerings of securities or from other sources,
      including loans from our controlling stockholders. Additional financing may
      not
      be available when needed or on terms acceptable to us. We have no current
      commitment for additional financing. Unavailability of financing may require
      us
      to delay, scale back or eliminate some or all of our marketing and development
      programs. To the extent we raise additional capital by issuing equity
      securities, your ownership interest would be diluted.





*Risks
      Relating To Our Business*




*Our
      business is dependent on our ability to grow internally*





Our
      business is dependent on our ability to grow internally, which is dependent
      upon:


·
            Our
                ability to retain existing clients and expand our existing client
                relationships; and


·
            Our
                ability to attract new clients.





Our
      ability to retain existing clients and expand those relationships is subject
      to
      a number of risks, including the risk that:


·
            We
                fail to maintain the quality of services we provide to our
                clients;


·
            We
                fail to maintain the level of attention expected by our
                clients;


·
            We
                fail to successfully leverage our existing client relationships to
                sell
                additional services; and


·
            We
                fail to provide competitively priced services to our
                clients.





Our
      ability to attract new clients is subject to a number of risks,
      including:


·
            The
                market acceptance of our service
                offerings;


·
            The
                quality and effectiveness of our sales personnel;
                and


·
            The
                competitive factors within the accounts receivable management industry
                in
                Brazil.





If
      our
      efforts to retain and expand our client relationships and to attract new clients
      do not prove effective, it could have a materially adverse effect on our
      business, results of operations and financial condition.





*If
      we
      are not able to respond to technological changes in telecommunications and
      computer systems in a timely manner, we may not be able to remain
      competitive*





Our
      success depends in large part on our sophisticated telecommunications and
      computer systems. We use these systems to identify and contact large numbers
      of
      debtors and record the results of our collection efforts. If we are not able
      to
      respond to technological changes in telecommunications and computer systems
      in a
      timely manner, we may not be able to remain competitive. We anticipate that
      it
      will be necessary to invest in technology in the future to remain competitive.
      During the fiscal years ended December 31, 2005 and 2004, we invested
      approximately $44,000 and
      $40,000 in technology, respectively. We expect that in future years we will
      have
      to invest similar amounts in technology. Telecommunications and computer
      technologies are changing rapidly and are characterized by short product life
      cycles, so we must anticipate technological developments. If we are not
      successful in anticipating, managing, or adopting technological changes on
      a
      timely basis or if we do not have the capital resources available to invest
      in
      new technologies, our business could be materially adversely
      affected.





*We
      are highly dependent on our telecommunications and computer
      systems*





As
      noted
      above, our business is highly dependent on our telecommunications and computer
      systems. These systems could be interrupted by terrorist acts, natural
      disasters, power losses, or similar events. Our business is also materially
      dependent on services provided by various local telephone companies. If our
      equipment or systems cease to work or become unavailable, or if there is any
      significant interruption in telephone services, we may be prevented from
      providing services. Because we generally recognize revenue only as accounts
      receivables are collected, any failure or interruption of services would mean
      that we would continue to incur payroll and other expenses without any
      corresponding income.




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*An
      increase in communication rates or a significant interruption in communication
      service could harm our business*





Our
      ability to offer services at competitive rates is highly dependent upon the
      cost
      of communication services provided by various local telephone companies. Any
      change in the telecommunications market that would affect our ability to obtain
      favorable rates on communication services could harm our business. Moreover,
      any
      significant interruption in communication service or developments that could
      limit the ability of telephone companies to provide us with increased capacity
      in the future could harm existing operations and prospects for future
      growth.





*We
      compete with a large number of providers in the accounts receivable and
      collection industry in Brazil. This competition could have a materially adverse
      effect on our future financial results*





In
      the
      accounts receivable management and service industry in Brazil, we compete with
      sizable corporations, as well as many regional and local firms. We may lose
      business to competitors that offer more diversified services and/or operate
      in
      broader geographic areas than we do. We may also lose business to regional
      or
      local firms who are able to use their proximity to or contacts with local
      clients as a marketing advantage. In addition, many companies perform the
      accounts receivable management services offered by us in-house. Many larger
      clients retain multiple accounts receivable service providers, which exposes
      us
      to continuous competition in order to remain a preferred provider. Because
      of
      this competition, in the future we may have to reduce our fees to remain
      competitive and this competition could have a materially adverse effect on
      our
      future financial results.





*Many
      of our clients are concentrated in the financial services sector. If this sector
      performs poorly or if there are any adverse trends in this sector it could
      materially adversely affect us*





For
      the
      years ended December 31, 2005 and 2004, we derived approximately 100 percent
      of
      our revenue from clients in the financial services sector. If this sector
      performs poorly, clients in this sector may do less business with us, or they
      may elect to perform the services provided by us in-house. If there are any
      trends in this sector to reduce or eliminate the use of third-party accounts
      receivable service providers, it could harm our business.





*All
      of our operations take place in Brazil. Various factors relating to our
      Brazilian operations could affect our performance, including fluctuations in
      currency exchange rates*





All
      of
      our revenues are derived from Brazil. Political or economic instability in
      Brazil could have an adverse impact on our results of operations due to
      diminished revenues. Our future revenue, costs of operations and profit results
      could also be affected by a number of other factors related to our Brazilian
      operations, including changes in economic conditions in Brazil, changes in
      a
      country’s political condition, trade protection measures, licensing and other
      legal requirements, and local tax issues.





Unanticipated
      currency fluctuations in the Brazilian Real could lead to lower reported
      consolidated results of operations due to the translation of these currencies
      into U.S. dollars when we consolidate our financial results.





We
      provide accounts receivable collection and management services to our Brazilian
      clients utilizing Brazilian labor sources. A decrease in the value of the U.S.
      dollar in relation to the Brazilian Real could increase our cost of doing
      business in Brazil.





*Our
      success depends on our senior management team and the senior management team
      of
      our operating subsidiary, ATN, and if we are not able to retain them, it could
      have a materially adverse effect on us*





We
      are
      highly dependent upon the continued services and experience of our senior
      management team. We depend on the services of our senior management team to,
      among other things, continue the development and implementation of our growth
      strategies, and maintain and develop our client relationships.




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*We
      are dependent on our employees and a higher turnover rate would have a material
      adverse effect on us*





We
      are
      dependent on our ability to attract, hire and retain qualified employees. The
      Brazilian accounts receivable service and management industry, by its nature,
      is
      labor intensive and experiences a high employee turnover rate. Many of our
      employees receive modest hourly wages and some of these employees are employed
      on a part-time basis. A higher turnover rate among our employees would increase
      our recruiting and training costs and could materially adversely impact the
      quality of services we provide to our clients. If we were unable to recruit
      and
      retain a sufficient number of employees, we would be forced to limit our growth
      or possibly curtail our operations. Growth in our business will require us
      to
      recruit and train qualified personnel at an accelerated rate from time to time.
      We cannot assure you that we will be able to continue to hire, train and retain
      a sufficient number of qualified employees to meet the needs of our business
      or
      to support our growth. If we are unable to do so, our results of operations
      could be harmed. Any increase in hourly wages, costs of employee benefits or
      employment taxes in Brazil could also have a materially adverse
      affect.





*We
      may experience variations from quarter to quarter in operating results and
      net
      income that could adversely affect the price of our common
      stock*





Factors
      that could cause quarterly fluctuations include, among other things, the
      following:





·
            The
                timing of our clients’ accounts receivable collection programs and the
                commencement of new contracts and termination of existing
                contracts;


·
            Customer
                contracts that require us to incur costs in periods prior to recognizing
                revenue under those contracts;


·
            The
                effects of a change of business mix on profit
                margins;


·
            The
                timing of additional selling, general and administrative expenses
                to
                support new business;


·
            Fluctuations
                in foreign currency exchange rates;


·
            The
                amount and timing of new business;
                and


·
            That
                our business tends to be slower during summer and holiday
                seasons.





*Most
      of our accounts receivable management contracts do not require clients to place
      accounts with us, may be terminated on 30 or 60 days notice and are on a
      contingent fee basis. We cannot guarantee that existing clients will continue
      to
      use our services at historical levels, if at all*





Under
      the
      terms of most of our accounts receivable management contracts, clients are
      not
      required to give accounts to us for collection and usually have the right to
      terminate our services on 30 or 60 days notice. Accordingly, we cannot guarantee
      that existing clients will continue to use our services at historical levels,
      if
      at all. In addition, most of these contracts provide that we are entitled to
      be
      paid only when we collect accounts. Therefore, under applicable accounting
      principles, we can recognize revenues only upon the collection of funds on
      behalf of clients.





*We
      rely on our client Unibanco for a significant portion of our revenues. The
      loss
      of Unibanco as our client or its failure to pay us could reduce revenues and
      adversely affect results of our operations*





We
      receive approximately 35 percent of our revenues from our client Unibanco.
      We
      are exposed to customer concentration and Unibanco is not contractually
      obligated to continue to use our services at historic levels or at all, subject
      only to notice periods for termination. If Unibanco were to significantly reduce
      the amount of service, fail to pay, or terminate the relationship altogether,
      our business could be harmed.





*We
      have engaged in transactions with members of our Board of Directors, significant
      stockholders, and entities affiliated with them; future transactions with
      related parties could pose conflicts of interest*





In
      the
      past, we have engaged in transactions with members of our Board of Directors,
      significant stockholders, and entities affiliated with them, which inherently
      give rise to conflicts of interest. For example, certain of these parties have
      previously provided debt financing to us and have received additional equity
      interests, such as shares of our stock upon the conversion of such debt
      financing. Transactions with related parties such as these pose a risk that
      such
      transactions are on terms that are not as beneficial to us as those that may
      be
      arranged with third parties.




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*Concentrated
      Control Risk*





*The
      management team collectively has the power to make all major decisions regarding
      the company without the need to get consent from any stockholder or other
      person*





Our
      management team, including the management of our subsidiary, ATN, collectively
      owns 95.70% of the outstanding common stock. Management, therefore, has the
      power to make all major decisions regarding our affairs, including decisions
      regarding whether or not to issue stock and for what consideration, whether
      or
      not to sell all or substantially all of our assets and for what consideration
      and whether or not to authorize more stock for issuance or otherwise amend
      our
      charter or bylaws. The management team is in a position to elect all of our
      directors and to dictate all of our policies.





*Market
      Risks*





*There
      has been no established public trading market for our common stock. If a market
      in our stock is ever developed, our stock price may become highly
      volatile*





Since
      we are relatively thinly capitalized and our stock is a penny stock, if a market
      in our stock is ever developed, our stock price may become highly volatile. There
      has
      been no established public trading market for our common stock and, none of
      our
      shares are currently eligible for sale in a public trading market. The
      likely market for our stock would be the Over-the-Counter Bulletin Board or
      the
      Pink Sheets. As
      a
      result, investors may find it difficult to dispose of our securities, or to
      obtain accurate quotations of the price of our securities This lack of
      information limits the liquidity of our common stock, and likely will have
      an
      adverse effect on the market price of our common stock and on our ability to
      raise additional capital.





If
      an
      active trading market does develop, the market price of our common stock is
      likely to be highly volatile due to, among other things, the relatively low
      revenue nature of our business and because we are a thinly capitalized company.
      Further, even if a public market develops, the volume of trading in our common
      stock will presumably be limited and likely be dominated by a few individual
      stockholders. The limited volume, if any, will make the price of our common
      stock subject to manipulation by one or more stockholders and will significantly
      limit the number of shares that one can purchase or sell in a short period
      of
      time.





The
      equity markets have, on occasion, experienced significant price and volume
      fluctuations that have affected the market prices for many companies’ securities
      that have often been unrelated to the operating performance of these companies.
      Any such fluctuations may adversely affect the market price of our common stock,
      regardless of our actual operating performance. As a result, stockholders may
      be
      unable to sell their shares, or may be forced to sell them at a
      loss.





*We
      do
      not intend to pay dividends to our stockholders, so you will not receive any
      return on your investment in our company prior to selling your interest in
      us.* **





We
      have
      never paid any dividends to our stockholders. We currently intend to retain
      any
      future earnings for funding growth and, therefore, do not expect to pay any
      dividends in the foreseeable future. If we determine that we will pay dividends
      to the holders of our common stock, we cannot assure that such dividends will
      be
      paid on a timely basis. As a result, you will not receive any return on your
      investment prior to selling your shares in our company and, for the other
      reasons discussed in this “Risk Factors” section, you may not receive any return
      on your investment even when you sell your shares in our company and your shares
      may become worthless.





*A
      significant number of our shares will be eligible for sale and their sale or
      potential sale may depress the market price of our common
      stock.* **


Sales
          of
          a significant number of shares of our common stock in the public market
          could
          harm the market price of our common stock. We
          have
          authorized 40,000,000 shares of common stock. As of April 14, 2006, we
          had
          outstanding 8,456,250 shares
          of common stock. Accordingly, we have 31,543,750 shares
          of common stock available for future sale.




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*Because
      our stock is considered a penny stock, any investment in our stock is considered
      to be a high-risk investment and is subject to restrictions on
      marketability.* **





Our
      common stock is a "penny stock" within the meaning of Rule 15g-9 to the
      Securities Exchange Act of 1934, which is generally an equity security with
      a
      price of less than $5.00. Our common stock is subject to rules that impose
      sales
      practice and disclosure requirements on certain broker-dealers who engage in
      certain transactions involving a penny stock. Under the penny stock regulations,
      a broker-dealer selling penny stock to anyone other than an established customer
      or "accredited investor" must make a special suitability determination for
      the
      purchaser and must receive the purchaser's written consent to the transaction
      prior to the sale, unless the broker-dealer is otherwise exempt. Generally,
      an
      individual with a net worth in excess of $1,000,000 or annual income exceeding
      $200,000 individually or $300,000 together with his or her spouse is considered
      an accredited investor.





In
      addition, the penny stock regulations require the broker-dealer to:


·
            deliver,
                prior to any transaction involving a penny stock, a disclosure schedule
                prepared by the Securities and Exchange Commission relating to the
                penny
                stock market, unless the broker-dealer or the transaction is otherwise
                exempt;


·
            disclose
                commissions payable to the broker-dealer and the Registered Representative
                and current bid and offer quotations for the securities;
                and


·
            send
                monthly statements disclosing recent price information with respect
                to the
                penny stock held in a customer's account, the account's value and
                information regarding the limited market in penny
                stocks.





Because
      of these regulations, broker-dealers may encounter difficulties in their attempt
      to sell shares of our common stock, which may affect the ability of holders
      of
      our capital stock to sell their shares in the secondary market and have the
      effect of reducing the level of trading activity in the secondary market. These
      additional sales practice and disclosure requirements could impede the sale
      of
      our securities. In addition, the liquidity of our securities may be decreased,
      with a corresponding decrease in the price of our securities. Our common stock
      in all probability will be subject to such penny stock rules and our
      stockholders will, in all likelihood, find it difficult to sell their
      securities.





*Certain
      provisions of our Certificate of Incorporation and Delaware law may make it
      more
      difficult for a third party to effect a change- in-control.* **





Our
      Certificate of Incorporation authorizes the Board of Directors to issue up
      to
      10,000,000 shares of preferred stock. The preferred stock may be issued in
      one
      or more series, the terms of which may be determined at the time of issuance
      by
      the Board of Directors without further action by the stockholders. These terms
      may include voting rights including the right to vote as a series on particular
      matters, preferences as to dividends and liquidation, conversion rights,
      redemption rights and sinking fund provisions. The issuance of any preferred
      stock could diminish the rights of holders of our common stock, and therefore
      could reduce the value of such common stock. In addition, specific rights
      granted to future holders of preferred stock could be used to restrict our
      ability to merge with, or sell assets to, a third party. The ability of the
      Board of Directors to issue preferred stock could make it more difficult, delay,
      discourage, prevent or make it more costly to acquire or effect a
      change-in-control.





In
      addition, we are also subject to Section 203 of the Delaware General
      Corporation Law that, subject to certain exceptions, prohibits a Delaware
      corporation from engaging in any business combination with any interested
      stockholder for a period of three years following the date that the stockholder
      became an interested stockholder. The preceding provisions of our Certificate
      of
      Incorporation, as well as Section 203 of the Delaware General Corporation
      Law, could discourage potential acquisition proposals, delay or prevent a
      change-in-control and prevent changes in our management, even if such things
      would be in the best interests of our stockholders.





**Item
      2. DESCRIPTION OF PROPERTY.**





Our
      executive offices in the U.S.A. are located at 4500 Steiner Ranch Boulevard,
      Suite 1708, Austin, Texas 78732. This space is the residence of our Secretary
      and we utilize the space on a rent-free basis pursuant to a verbal understanding
      with our Secretary.




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ATN’s
      executive offices are located at 177 Av. Rio Branco, 7 th and 8 th Floors, Rio de Janeiro, Brazil 20040-007 **.** ATN’s office space consists of approximately 500 square meters of space on two
      floors of a 22-story building in downtown Rio de Janeiro. ATN occupies the
      entire 7 th and 8 th floor of this building. ATN’s space consists of 500 square meters which is used as a call center, 100 square
      meters of administrative offices, consisting of 5 offices
      in total; and one conference rooms consisting of 18 square meters of space.




ATN
      has the right to use this property pursuant to a lease agreement with Santa
      Casa
      de Misericordia do Rio de Janeiro. The rent payment is R$
      7,600.00 (seventy thousand six hundred reais) and the lease expires on April 30, 2010.




ATN
      also has a second office in Vitoria, Brazil with a space of 100 square meters
      and 15 employees. This office engages primarily in recovering delinquent
      accounts in the state of Espirito Santo.




ATN
      has a third office is in Niteroi, Brazil with a space of 35 square meters and
      3
      employees. This office engages primarily in selecting recovered account for
      possible new credit card issuance as well as in public relation for
      ATN.




**Item
      3. LEGAL PROCEEDINGS.**





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





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





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





**PART
      II**





**Item
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES.**





***Market
      Price***





There
      has been no established public trading market for our common stock and, none
      of
      our shares of our common stock are eligible for sale in a public trading market.
      There is no current price quoted for our common stock.





None
      of
      our common stock or preferred stock is subject to outstanding options or
      warrants and we have no outstanding securities that are convertible into our
      common stock or preferred stock. None of our stock is eligible to be sold
      pursuant to Rule 144 under the Securities Act.





***Holders***





As
      of
      April 14, 2006, our common stock was held by 79 stockholders of record. 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.





***Transfer
      Agent***





Continental
      Stock Transfer and Trust Company is currently acting as our transfer agent.
      Contact information for Continental Stock Transfer and Trust Company is as
      follows: 17 Battery Place, New York, New York 10004, telephone (212)
      509-4000.




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***Recent
      Sales of Unregistered Securities***





On
      November 22, 2005, we entered into a Debt Conversion Agreement with Keyano
      Invest Inc. or Keyano, the holder of our convertible promissory note having
      a
      principal amount plus accrued interest of $1,063,750. Under the Debt Conversion
      Agreement, we converted Keyano’s note and any accrued interest into our common
      stock at a rate of $0.20 per share. 5,318,750 shares of our common stock were
      delivered to Keyano and the note was cancelled. The shares were offered and
      sold
      in reliance upon an exemption from registration requirements of the Securities
      Act afforded by Section 4(2) of the Securities Act for offers and sales of
      securities that do not involve a public offering.





On
      February 27, 2006, we issued 2,000,000 shares of our common stock to the two
      stockholders of ATN, Omar Malheiro Silva Araújo and Manuel da Costa Fraguas. The
      shares were offered and sold in reliance upon an exemption from registration
      requirements of the Securities Act afforded by Section 4(2) of the Securities
      Act for offers and sales of securities that do not involve a public offering.





In
      issuing securities in reliance on Section 4(2) of the Securities Act as
      specified above, our reliance was based upon the following factors: (a) the
      issuance of the securities was an isolated private transaction by us which
      did
      not involve a public offering; (b) there were only a limited number of offerees;
      (c) there were no subsequent or contemporaneous public offerings of the
      securities by us; (d) the securities were not broken down into smaller
      denominations; and (e) the negotiations for the sale of the stock took place
      directly between the offeree and us.





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





***Overview***




*General*




Our
      corporate name is Lexicon United Incorporated. We were incorporated on July
      17,
      2001 in the state of Delaware. We were a “blank check” company and had no
      operations other than organizational matters and conducting a search for an
      appropriate acquisition target until February 27, 2006 when we completed an
      acquisition transaction with ATN, a Brazilian limited company, that had
      commenced business in April 1997. ATN is engaged in the business of managing
      and
      servicing accounts receivables for large financial institutions in Brazil.





On
      April
      29, 2005, our stockholders approved a four for one reverse stock split which
      became effective on June 28, 2005.





*Recent
      Development*




On
      February 27, 2006, we completed an acquisition transaction with ATN whereby
      we
      acquired 400,000 shares of ATN common stock, constituting 80% of ATN’s issued
      and outstanding capital stock, from the two stockholders of ATN in exchange
      for
      2,000,000 shares our common stock. Upon the consummation of such share exchange,
      the two stockholders of ATN became holders of approximately 23.72% of our
      outstanding common stock in the aggregate and ATN became our majority-owned
      subsidiary.





Because
      the acquisition of ATN was completed after December 31, 2005, the financial
      statements included in this annual report for the year ended December 31, 2005
      are those of Lexicon United Incorporated only during that period. During the
      entire period covered by this report, Lexicon was a shell company.





***Results
      of Operations***




*Fiscal
      Year 2005 v. Fiscal Year 2004*





Fiscal
      Year 2005. During the fiscal year ended December 31, 2005, we had no revenues
      from our operations. We had interest income of $26,258 resulting from our cash
      on deposit at a bank. We incurred a net loss of $463,902 during the period.
      The
      loss is mainly attributable to a debt conversion expense of $340,400 incurred
      in
      November 2005 where we converted certain convertible promissory note held by
      Keyano Invest Inc. into our common stock at a price of $0.20 per share. We
      reduced the conversion price from $1.00 per share to $0.20 per share as an
      incentive for Keyano to convert the loan. Other expenses during this period
      related primarily to interest expenses, accounting, legal and miscellaneous
      general and administrative fees.




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





***Comparison
      of Balance Sheet Items***




As
      of
      December 31, 2005, we had cash of $940,809 and recorded a depreciation of
      $2,559. As of such date, we had a total asset of $943,368. As of December 31,
      2004, we had cash of $1,004,554 and no other assets.





As
      of
      December 31, 2005, we had accrued expenses of $1,738 and a loan payable to
      an
      officer in the amount of $55,467. As of December 31, 2004, we had a note payable
      to an officer in the amount of $1,000,000, interest payable to an officer in
      the
      amount of $19,300, accounts payable of $10,957 and accrued expenses of 21,382.
      We also had at such date another loan payable to an officer in the amount of
      $12,000. The note in the amount of $1,000,000 was converted into our common
      stock at a conversion price of $0.20 per share in November 2005. On December
      31,
      2005, our total liabilities were $57,205 and our total liabilities as of
      December 31, 2004 were 1,063,639.





As
      of
      December 31, 2005, our total Stockholders’ Equity was $886,163. As of such date,
      we had a total accumulated deficit of $625,487. As of December 31, 2004, we
      had
      total Stockholders’ Deficit of $59,085. As of such date, we had a total
      accumulated deficit of $161,585.





***Liquidity
      and Capital Resources***




Operations
      to date have been primarily financed by debt and equity transactions. As a
      result, our future operations will continue to be dependent upon the successful
      completion of additional equity financing and the timing and terms thereof,
      as
      well as support of principal stockholders. Implementation of our business
      acquisition and growth strategies has increased our need for working capital
      if
      we are to be able to seek out and capitalize on available business opportunities
      and attain our intended growth. Additionally, even if we continue to raise
      working capital, there can be no assurance that the net proceeds will be
      sufficient to enable us to develop our business to a level where we will be
      able
      to generate profits and positive cash flows. Our financial statements do not
      include any adjustments relating to the recoverability and classification of
      recorded asset amounts nor to amounts and classification of liabilities that
      may
      be necessary should we be unable to continue as a going concern.




We
      had total current assets of $943,368 as of December 31, 2005, all of which
      were
      cash. We had total current liabilities of $57,205 as of December 31, 2005.
      Our
      total stockholders’ equity as of December 31, 2005 was $886,163.




We
      believe that our current working capital will be sufficient to sustain our
      operations at our current levels for the next twelve months. We will require
      additional working capital to operate beyond such period.




Our
      financial statements have been prepared on the basis that we will continue
      as a
      going concern, which contemplates the realization and satisfaction of our
      liabilities and commitments in the normal course of business.




***Off-Balance
      Sheet Arrangements***




We
      do not have any off-balance sheet arrangements.




**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.




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**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.





**Item
      8A. CONTROLS AND PROCEDURES.**


As
          required by Rule 13a-15 under the Exchange Act, we
          carried out an evaluation of the effectiveness of the design and operation
          of
          our disclosure controls and procedures, as of the end of the period covered
          by
          this report on Form 10-KSB. Disclosure controls and procedures are procedures
          that are designed with the objective of ensuring that information required
          to be
          disclosed in our reports filed under the Securities Exchange Act of 1934,
          such
          as this Form 10-KSB, is recorded, processed, summarized and reported, within
          the
          time period specified in the Securities and Exchange Commission’s rules and
          forms, and that such information is accumulated and is communicated to
          our
          management, including our principal executive and principal financial officer,
          or persons performing similar functions, as appropriate, to allow timely
          decisions regarding required disclosure. This evaluation of the effectiveness
          of
          our disclosure controls and procedures was
          carried out under the supervision and with the participation of our management,
          including Elie Saltoun, our Chairman, CEO and Treasurer .
          Based
          upon that evaluation, Mr. Saltoun concluded that ,
          as of
          December 31, 2005, and as of the date that the evaluation of the effectiveness
          of our disclosure controls and procedures was completed, our disclosure
          controls
          and procedures were effective to satisfy the objectives for which they
          are
          intended .
 
 There
          were no changes in our internal control over financial reporting identified
          in
          connection with the evaluation performed that occurred during the period
          covered
          by this report that has materially affected or is reasonably likely to
          materially affect, our internal control over financial
          reporting.





**Item
      8B. OTHER INFORMATION.**





None.





**PART
      III**





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





***Directors
      and Executive Officers***




Set
      forth
      below are the names of our directors, officers and significant employees, their
      ages, all positions and offices that they hold with us, the period during which
      they have served as such, and their business experience during
      at
      least the last five years.




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**Name**
            **Age**
            **Positions
                Held**
            **Experience**Elie
                Saltoun
            67
            Chief
                Executive Officer, President and Treasurer since November
                2004
            Elie
                Saltoun was our director and Secretary since inception. On November
                4,
                2004, he resigned as Secretary and became our Chief Executive Officer,
                President and Treasurer. From October 1998 until April 2001, he was
                a
                director of, and was (until April 2, 2001) the Chief Executive Officer
                and
                President of, PanAgra International Corporation. PanAgra is now called
                Minghua Group International Holdings Limited and it is a company
                that
                develops and manufactures hybrid vehicles powered by a combination
                of a
                combustion diesel engine and an electric power system. During the
                period
                that Mr. Saltoun was the Chief Executive Officer and President of
                PanAgra
                (from October 1998 through April 2001), it was a blank check company.
                Since May 2005****through
                present, Mr. Saltoun has acted as a principal of Keyano Invest Inc.,
                a
                corporate consulting firm based in Brazil.Jeffrey
                Nunez
            45
            Secretary
                since November 2004
            During
                the period from our inception until November 4, 2004, Mr. Nunez was
                our
                director, Chief Executive Officer, President and Treasurer. He resigned
                from all of those positions (except he remained a director) on November
                4,
                2004 and on such date he was appointed as our Secretary. From September
                2000 to October 2003, Jeffrey G. Nunez has served as the Senior Director
                of Investments and Operations at Chicago Investment Group, Inc. From
                October 2003 to present Mr. Nunez has been self employed acting as
                a
                consultant to public companies under the name Broad Street
                Capital.Omar
                Malheiro Silva Araújo
            52
            President,
                Chief Executive Officer and director of ATN since April
                1997
            Mr.
                Araújo has been the President, Chief Executive Officer and director of
                our
                subsidiary ATN since April 1997. Mr. Araújo is the co-founder of ATN. From
                1991 to 1997, Mr. Araújo served as the Chief Financial Officer and
                director of Cartao Unibanco Visa where he supervised the cash flow
                of the
                credit card division. Mr. Araújo has a MBA in Finance.Manuel
                da Costa Fraguas
            59
            General
                Manager and director of ATN since April 1997
            Mr.
                Fraguas has been the General Manager and director of our subsidiary
                ATN
                since its inception on April 1997. Mr. Fraguas is the co-founder
                of ATN.
                Mr. Fraguas has a master in Production
                Engineering.





There
      are
      no agreements or understandings for any of our executive officers or directors
      to resign at the request of another person and no officer or director is acting
      on behalf of nor will any of them act at the direction of any other
      person.





Directors
      are elected until their successors are duly elected and qualified.





Mr.
      Saltoun devotes approximately 25% of his business time to our affairs with
      the
      remaining time being spent on the affairs of Keyano Invest Inc. Mr. Nunez
      devotes approximately 25% of his time to our affairs with the remaining time
      being spent on the affairs of Broad Street Capital. Each of Mr. Araújo and
      Fraguas devotes 100% of his business time to the operation and business of
      our
      subsidiary ATN.





To
      the
      best of our knowledge, except as set forth herein, none of our directors,
      director nominees or executive officers has been involved in any transactions
      with us or any of our directors, executive officers, affiliates or associates
      which are required to be disclosed pursuant to the rules and regulations of
      the
      SEC. None of the directors, director designees or executive officers to our
      knowledge has been convicted in a criminal proceeding, excluding traffic
      violations or similar misdemeanors, or has been a party to any judicial or
      administrative proceeding during the past five years that resulted in a
      judgment, decree or final order enjoining the person from future violations
      of,
      or prohibiting activities subject to, federal or state securities laws, or
      a
      finding of any violation of federal or state securities laws, except for matters
      that were dismissed without sanction or settlement.





***Committees
      and Board Meetings***





We
      do not
      have a standing audit, nominating or compensation committee or any committee
      performing a similar function although we intend to form such committees in
      the
      near future.




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***Audit
      Committee and Audit Committee Financial Expert***





We
      do not
      currently have an audit committee financial expert, nor do we have an audit
      committee. Our entire board of directors, which currently consists of Mr.
      Saltoun and Mr. Nunez, handles the functions that would otherwise be handled
      by
      an audit committee. We do not currently have the capital resources to pay
      director fees to a qualified independent expert who would be willing to serve
      on
      our board and who would be willing to act as an audit committee financial
      expert. As our business expands and as we appoint others to our board of
      directors we expect that we will seek a qualified independent expert to become
      a
      member of our board of directors. Before retaining any such expert, our board
      would make a determination as to whether such person is
      independent.





***Director
      Compensation***




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.





***Family
      Relationships***




There
      are
      no family relationships among our directors or officers.





***Code
      of Ethics***





Our
      board
      of directors has adopted a code of ethics that our principal financial officer,
      principal accounting officer or controller and any person who may perform
      similar functions are subject to. Currently Elie Saltoun, our Chief Executive
      Officer, President and Treasurer, Jeffrey G. Nunez, our Secretary, **** Omar
      Malheiro Silva Araújo, the Chief Executive Officer and President of ATN, and
      Manuel da Costa Fraguas, the General Manager of ATN, are our and ATN’s only
      officers and directors, therefore, they are the only persons subject to the
      Code
      of Ethics. If we retain additional officers in the future to act as our
      principal financial officer, principal accounting officer, controller or persons
      serving similar functions, they would become subject to the Code of Ethics.
      The
      Code of Ethics does not indicate the consequences of a breach of the code.
      If
      there is a breach, our board of directors would review the facts and
      circumstances surrounding the breach and take action that it deems appropriate,
      which action may include dismissal of the employee who breached the code.
      Currently, since Messrs Saltoun and Nunez serve as directors and are also our
      officers, they are largely responsible for reviewing their own conduct under
      the
      Code of Ethics and determining what action to take in the event of their own
      breach of the Code of Ethics.




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





Section
      16(a) of the Exchange Act required our executive officers and directors, and
      person who beneficially own more than ten percent of our equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission. Officers, directors and greater than ten percent
      shareholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file. Based on our review of the copies of such forms
      received by us, we believe that during the year ended December 31, 2005, Elie
      Saltoun and Jeffrey Nunez each failed to make the required filings under Section
      16(a). These officers have indicated that they intend to make the required
      filings promptly after the filing of this Form 10-KSB.





**Item
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth information concerning all cash and non-cash
      compensation awarded to, earned by or paid to our Chief Executive Officer,
      for
      services during the last three fiscal years in all capacities to us, our
      subsidiaries and predecessors. No executive officer received compensation of
      $100,000 or more in any of the last three fiscal years.




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**SUMMARY
      COMPENSATION TABLE**


**Annual
                    Compensation**
                
                **Long-Term
                    Compensation****Awards**
                
                
                
                **Payouts****Name
                    And Principal Position**
                
                **Year**
                
                **Salary
                    ($)**
                
                **Bonus
                    ($)**
                
                **Other
                    Annual Compensation**
                  **($)**
                
                **Restricted
                    Stock Awards ($)**
                
                **Securities
                    Underlying Options/ SARs (#)**
                
                **LTIP
                    Payouts ($)**
                
                **All
                    Other Compensation ($)**Elie
                    Saltoun
                
                
                2005
                
                
                
                
                
                
                
                
                
                
                
                0
                
                
                0
                
                
                0
                
                $
                0Chief
                    Executive Officer
                
                
                2004
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                $
                02003
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                $
                0





***Bonuses
      and Deferred Compensation***




We
      do not
      have any bonus, deferred compensation or retirement plan. We do not have a
      compensation committee; all decisions regarding compensation are determined
      by
      our Board of Directors.





***Options
      and Stock Appreciation Rights***




We
      do not
      currently have a stock option or other equity incentive plan.





***Employment
      Contracts***




All
      of
      our employees, including our executive officers, are employed at will and none
      of our employees has entered into an employment agreement with us.





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




The
      following table sets forth information regarding beneficial ownership of our
      common stock as of April 14, 2006 (i) by each person who is known by us to
      beneficially own more than 5% of our common stock; (ii) by each of our officers
      and directors; and (iii) by all of our officers and directors as a
      group:





Title
                of Class
            Name
                & Address of
              Beneficial
                Owner
            *Office,
                If Any*
            Amount
                & Nature of Beneficial
              Ownership1
            Percent
                of
              Class2Common
                Stock
              $0.001
                par value
            Omar
                Malheiro Silva Araújo
              177
                Av. Rio Branco, 7thFloor
              Rio
                de Janeiro, Brazil
              20040-007
            President,
                Chief Executive Officer and director of ATN
            1,400,000
            16.56%Common
                Stock
              $0.001
                par value
            Manuel
                da Costa Fraguas
              177
                Av. Rio Branco, 7thFloor
              Rio
                de Janeiro, Brazil
              20040-007
            General
                Manager and director of ATN
            600,000
            7.10%Common
                Stock
              $0.001
                par value
            Keyano
                Invest Inc.
              C/o
                VP Bank attention Mr. Diego Piccoli
              Bleicherweg
                50 CH 8039
              Zurich
                Switzerland
            
            5,818,7503
            68.81%Common
                Stock
              $0.001
                par value
            Elie
                Saltoun
              4500
                Steiner Ranch Blvd.
              Suite
                1708
              Austin,
                Texas 78732
            President,
                CEO, Treasurer and Director
            5,818,7503
            68.81%Common
                Stock
              $0.001
                par value
            Jeffrey
                Nunez
              4500
                Steiner Ranch Blvd.
              Suite
                1708
              Austin,
                Texas 78732
            Secretary
                and Director
            250,000
            2.96%Common
                Stock
              $0.001
                par value
            All
                officers and directors as a group (2 persons named above)
            
            6,068,751
            71.77%







1
            Beneficial
                Ownership is determined in accordance with the rules of the Securities
                and
                Exchange Commission and generally includes voting or investment power
                with
                respect to securities. Each of the beneficial owners listed above
                has
                direct ownership of and sole voting power and investment power with
                respect to the shares of our common stock.


2
            A
                total of 8,456,250 shares of our Common Stock are considered to be
                outstanding pursuant to SEC Rule 13d-3(d)(1).  For each Beneficial
                Owner above, any options exercisable within 60 days have been included
                in
                the denominator.


3
            Our
                president, CEO, Treasurer and director, Elie Saltoun, owns fifty
                percent
                of Keyano Invest Inc. Accordingly, Mr. Saltoun and Keyano are deemed
                to be
                affiliates. Mr. Saltoun is deemed to be the beneficial owner of any
                securities owned by Keyano, and vice versa. Therefore, the 5,818,750
                shares of our common stock owned by Keyano include the 500,000 shares
                of
                common stock held by Mr. Saltoun. Conversely, the 5,818,750 shares
                of our
                common stock owned by Mr. Saltoun include the 5,318,750 shares held
                by
                Keyano. Mr. Saltoun disclaims beneficial ownership of the shares
                held by
                Keyano and Keyano disclaims beneficial ownership of the shares held
                by Mr.
                Saltoun.






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**Item
      12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.**





On
      November 22, 2005, we entered into a Debt Conversion Agreement with Keyano,
      the
      holder of our convertible promissory note having a principal amount plus accrued
      interest of $1,063,750. Under the Debt Conversion Agreement, we converted
      Keyano’s note and any accrued interest into our common stock at a rate of $0.20
      per share. 5,318,750 shares of our common stock were delivered to Keyano and
      the
      note was cancelled. Keyano is an affiliate of our director and current Chief
      Executive Officer, President and Treasurer, Elie Saltoun, who is the owner
      of a
      50% interest in Keyano.




On
      February 27, 2006, we consummated the transactions contemplated by a share
      exchange agreement among us, ATN, Omar Malheiro Silva Araújo and Manuel da Costa
      Fraguas, both directors and officers of ATN. Pursuant to the share exchange
      agreement, we acquired 80% of the outstanding capital stock of ATN in exchange
      for 2,000,000 shares of our common stock, in the aggregate. As a result of
      this
      transaction, Messrs. Araújo and Fraguas became the owners of 23.72% of our
      outstanding capital stock.




**Item
      13. EXHIBITS.**





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




Exhibit
                  No.
              
              ***Description***2.1
              
              Share
                  Exchange Agreement, dated December 12, 2005, among the registrant,
                  ATN
                  Capital & Participações Ltda, Omar Malheiro Silva Araújo and Manuel da
                  Costa Fraguas (incorporated by reference to Exhibit 10.1 in the
                  registrant’s current report on Form 8-K filed on December 16,
                  2005)2.2
              
              Amendment
                  No. 1 to Share Exchange Agreement, dated January 18, 2006, among
                  the
                  registrant, ATN Capital & Participações Ltda, Omar Malheiro Silva
                  Araújo and Manuel da Costa Fraguas (incorporated by reference to Exhibit
                  10.1 in the registrant’s current report on Form 8-K filed on January 23,
                  2006)3.1
              
              Certificate
                  of Incorporation of the registrant as filed with the Secretary
                  of State of
                  the State of Delaware on July 17, 2001 (incorporated by reference
                  to
                  Exhibit 2.1 in the registrant’s Form 10-SB filed on August 28,
                  2001)3.2
              
              Bylaws
                  of the registrant adopted on July 17, 2001 (incorporated by reference
                  to
                  Exhibit 2.2 in the registrant’s Form 10-SB filed on August 28,
                  2001)10.2
              
              Debt
                  Conversion Agreement, dated November 22, 2005, between the registrant
                  and
                  Keyano Invest Inc. (incorporated by reference to Exhibit 10.1 in
                  the
                  registrant’s current report on Form 8-K filed on November 28,
                  2005)10.3
              
              Lease
                  Agreement between the Company and SANTA CASA DA MISERCÓRDIA
                  DO RIO
                  DE JANEIROdated
                  May 2, 2005 (incorporated by reference to Exhibit 10.2 in the registrant’s
                  current report on Form 8-K filed on February 27, 2006)10.4
              
              Lease
                  Agreement between the Company and SANTA CASA DA MISERCÓRDIA
                  DO RIO
                  DE JANEIRO Adated
                  May 2, 2005 (incorporated by reference to Exhibit 10.2 in the registrant’s
                  current report on Form 8-K filed on February 27, 2006)14
              
              Code
                  of ethics (incorporated by reference to Exhibit 14 in the registrant’s
                  annual report for the fiscal year of 2003 filed on February 15,
                  2005)31
              
              Rule
                  13a-14(a)/15d-14(a) Certification32
              
              Section
                  1350 Certification






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**Item
      14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES.**





***Audit
      Fees***





The
      aggregate fees billed for each of the fiscal year ended December 31, 2005 and
      2004 for professional services rendered by the principal accountant for the
      audit of the registrant’s annual financial statements and review of the
      financial statements included in the registrant’s Form 10-QSB or services that
      are normally provided by the accountant in connection with statutory and
      regulatory filings or engagements for those fiscal years were
      $10,900 and
      $5,000 ,
      respectively.





***Audit
      Related Fees***





The
      aggregate fees billed in the fiscal year ended December 31, 2005 and 2004 for
      assurance and related services by the principal accountant that are reasonably
      related to the performance of the audit or review of the registrant’s financial
      statements and are not reported under the paragraph captioned “Audit Fees” above
      are $8,573 and
      $0.00 ,
      respectively.





***Tax
      Fees***





The
      aggregate fees billed in the fiscal years ended December 31, 2005 and 2004
      for
      professional services rendered by the principal accountant for tax compliance,
      tax advice and tax planning were $0 and
      $0 ,
      respectively.





***All
      Other Fees***





The
      aggregate fees billed in the fiscal years ended December 31, 2005 and 2004
      for
      products and services provided by the principal accountant, other than the
      services reported above under other captions of this Item 14 are $0 and
      $0 ,
      respectively.





***Pre-Approval
      Policies and Procedures***





Our
      board
      of directors adopted resolutions in accordance with the Sarbanes-Oxley Act
      of
      2002 requiring pre-approval of all auditing services and all audit related,
      tax
      or other services not prohibited under Section 10A(g) of the Securities Exchange
      Act of 1934, as amended to be performed for us by our independent auditors,
      subject to the *de
      minimus* exception described in Section 10A(i)(1)(B) of the Exchange Act. These
      resolutions authorized our independent auditor to perform audit services
      required in connection with the annual audit relating to the fiscal year ended
      December 31, 2005 and the quarterly reviews for the subsequent fiscal quarters
      of 2006 through the review for the quarter ended September 30, 2006 at which
      time additional pre-approvals for any additional services to be performed by
      our
      auditor would be sought from the Board. Our board of directors also appointed
      and authorized Elie Saltoun to grant pre-approvals of other audit,
      audit-related, tax and other services requiring board approval to be performed
      for us by our independent auditor, provided that the designee, following any
      such pre-approvals, thereafter reports the pre-approvals of such services at
      the
      next following regular meeting of the Board.





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




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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:
        November 20, 2006





LEXICON
      UNITED INCORPORATED






By: 
      /s/ Elie Saltoun


Elie
      Saltoun


Chief
      Executive Officer, President
      and Treasurer





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








Signature
              
              Title
              
              Date/s/
                  Elie Saltoun
              
              CEO,
                  President and Treasurer and Director
              
              November
                  20, 2006Elie
                  Saltoun/s/
                  Jeffrey Nunez
              
              Secretary
                  and Director
              
              November
                  20, 2006Jeffrey
                  Nunez







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LEXICON
      UNITED INCORPORATED


(A
      Development Stage Company)





FINANCIAL
      STATEMENTS


DECEMBER
      31, 2005 AND 2004






CONTENTS


PageReport
                  of Independent Registered Public Accounting
                  Firm
              F-1Balance
                  Sheets
              F-2Statements
                  of Operations
              F-3Statements
                  of Cash Flows
              F-4Statement
                  of Stockholders’ Deficit
              F-5Notes
                  to Financial Statements
              F-6







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          to Table of Contents**


MEYLER
          & COMPANY, LLC
 Certified
          Public Accountants
 1715
          Highway 35
 Middletown,
          NJ 07748
 
 
 
 Report
        of
        Independent Registered Public Accounting Firm
 
 
 To
        the
        Board of Directors
 Lexicon
        United Incorporated
 New
        York,
        NY
 
 We
          have
          audited the accompanying balance sheets of Lexicon United Incorporated
          (a
          Development Stage Company) as of December 31, 2005 and 2004 and the related
          statements of operations, stockholders’ deficit and cash flows for each of the
          two years in the period ended December
          31, 2005 and for the cumulative development stage period July 17, 2001
          (Inception) to December
          31, 2005. 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, 2005
          and 2004, and the results of its operations and its cash flows for each
          of the
          two years in the period ended December 31, 2005 and from
          July 17, 2001 (Inception) to December 31, 2005, 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 $ 625,487 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
 April
          3, 2006,
          except Notes J & L
 which
          is
          October 26, 2006


F-1
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LEXICON
      UNITED INCORPORATED


(A
      Development Stage Company)





BALANCE
      SHEETS


December
                  31,2005
              
              2004(Restated)ASSETSCURRENT
                  ASSETCash
                  and cash equivalents
              
              $
              940,809
              
              $
              1,004,554FIXED
                  ASSETSComputer
                  equipment net of $284 accumulated depreciation
              
              
              2,559Total
                  Assets
              
              $
              943,368
              
              $
              1,004,554LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCURRENT
                  LIABILITIESInterest
                  payable to officer
              
              
              
              
              $
              19,300Accounts
                  payable
              
              
              
              
              
              10,957Accrued
                  expenses
              
              $
              1,738
              
              
              21,382Loans
                  payable to officer
              
              
              55,467
              
              
              12,000Total
                  Current Liabilities
              
              
              57,205
              
              
              63,639LONG-TERM
                  DEBT - Convertible promissory note-related party
              
              
              
              
              
              1,000,000Total
                  Liabilities
              
              
              57,205
              
              
              1,063,639STOCKHOLDERS’
                  EQUITYPreferred
                  stock $0.001 par value, 10,000,000 shares authorized, issued and
                  outstandingCommon
                  stock $0.001 par value, 40,000,000 shares authorized, 6,456,250
                  and
                  1,112,500 issued and outstanding in 2005 and 2004, respectively
              
              
              6,456
              
              
              1,112Paid-in-capital
              
              
              1,505,194
              
              
              101,388Deficit
                  accumulated during development stage
              
              
              (625,487
              )
              
              (161,585
              )Total
                  Stockholders’ Equity
              
              
              886,163
              
              
              (59,085
              )$
              943,368
              
              $
              1,004,554








See
      accompanying notes to financial statements




F-2
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LEXICON
      UNITED INCORPORATED


(A
      Development Stage Company)





STATEMENTS
      OF OPERATIONS


For
                  the PeriodJuly
                  17, 2001(Inception)Year
                  EndedDecember
                  31,
              
              December
                  31,2005
              
              2004
              
              2005(Restated)INCOMEInterest
                  income
              
              $
              26,258
              
              $
              5,099
              
              $
              31,357Total
                  Income
              
              
              26,258
              
              
              5,099
              
              
              31,357COSTS
                  AND EXPENSESDebt
                  conversion expense
              
              
              340,400
              
              
              
              
              
              340,400Selling,
                  general and administrative
              
              
              100,026
              
              
              60,627
              
              
              266,710Interest
                  expense
              
              
              44,450
              
              
              
              
              
              44,450Stock
                  based compensation
              
              
              5,000
              
              
              
              
              
              5,000Depreciation
              
              
              284
              
              
              
              
              
              284Total
                  Costs and Expenses
              
              
              490,160
              
              
              60,627
              
              
              656,844NET
                  LOSS
              
              $
              (463,902
              )
              $
              (55,528
              )
              $
              (625,487
              )NET
                  LOSS PER COMMON SHARE
              
              $
              (0.27
              )
              $
              (0.05
              )
              $
              (0.37
              )WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING
              
              
              1,695,445
              
              
              1,112,500
              
              
              1,681,029





See
      accompanying notes to financial statements.




F-3
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LEXICON
      UNITED INCORPORATED


(A
      Development Stage Company)





STATEMENTS
      OF CASH FLOWS


For
                the PeriodJuly
                17, 2001(Inception)Year
                Ended
            
            toDecember
                31,
            
            December
                31,2005
            
            2004
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (463,902
            )
            $
            (55,528
            )
            $
            (625,487
            )Adjustments
                to reconcile net loss to cash flows used in operating
                activities:Depreciation
            
            
            284
            
            
            
            
            
            284Stock
                based compensation
            
            
            5,000
            
            
            
            
            
            5,000Debt
                conversion expense
            
            
            340,400
            
            
            
            
            
            340,400Changes
                in operating assets and liabilities:Accounts
                payable
            
            
            (10,957
            )
            
            10,000Accrued
                expenses
            
            
            (19,644
            )
            
            18,782
            
            
            1,738Net
                Cash Used in Operating Activities
            
            
            (148,819
            )
            
            (26,746
            )
            
            (278,065
            )CASH
                FLOW FROM INVESTING ACTIVITIESPurchase
                of fixed assets
            
            
            (2,843
            )
            
            
            
            
            (2,843
            )Net
                Cash Used in Investing Activities
            
            
            (2,843
            )
            
            
            
            
            (2,843
            )CASH
                FLOWS FROM FINANCING ACTIVITIESCancellation
                of common stock issuances
            
            
            
            
            
            
            
            
            (40,000
            )Proceeds
                from convertible promissory note conversion
            
            
            1,063,750
            
            
            
            
            
            1,063,750Sale
                of common stock
            
            
            
            
            
            
            
            
            142,500Note
                payable to officer
            
            
            (1,000,000
            )
            
            1,000,000Loans
                payable to officer
            
            
            43,467
            
            
            12,000
            
            
            55,467Interest
                payable to officer
            
            
            (19,300
            )
            
            19,300Net
                Cash Provided by Financing Activities
            
            
            87,917
            
            
            1,031,300
            
            
            1,221,717NET
                (DECREASE) INCREASE IN CASH
            
            
            (63,745
            )
            
            1,004,554
            
            
            940,809CASH
                BEGINNING OF YEAR
            
            
            1,004,554CASH
                END OF YEAR
            
            $
            940,809
            
            $
            1,004,554
            
            $
            940,809SUPPLEMENTAL
                DATA:Cash
                paid for interest
            
            $
            26,258
            
            $
            5,099
            
            $
            31,357





See
      accompanying notes to financial statements.




F-4
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          to Table of Contents**





LEXICON
      UNITED INCORPORATED


(A
      Development Stage Company)





STATEMENT
      OF STOCKHOLDERS’ EQUITY


July
      17,
      2001 (Inception) to December 31, 2005 (Restated)





AdditionalCommon
                Stock
            
            Contributed
            
            AccumulatedShares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalIssuance
                of common stock @ $0.01 per share
            
            
            1,750,000
            
            $
            1,750
            
            $
            68,250
            
            
            
            
            $
            70,000Issuance
                of common stock @ $0.05 per share
            
            
            310,000
            
            
            310
            
            
            61,690
            
            
            
            
            
            62,000Net
                loss for the period July 17, 2001 to December 31, 2001
            
            
            
            
            
            
            
            
            
            
            $
            (35,937
            )
            
            (35,937
            )Balance,
                December 31, 2001
            
            
            2,060,000
            
            
            2,060
            
            
            129,940
            
            
            (35,937
            )
            
            96,063Issuance
                of common stock @ $0.05 per share
            
            
            52,500
            
            
            52
            
            
            10,448
            
            
            
            
            
            10,500Net
                loss for year ended December 31, 2002
            
            
            
            
            
            
            
            
            
            
            
            (9,063
            )
            
            (9,063
            )Balance,
                December 31, 2002
            
            
            2,112,500
            
            
            2,112
            
            
            140,388
            
            
            (45,000
            )
            
            97,500Cancellation
                of previously issued shares
            
            
            (1,000,000
            )
            
            (1,000
            )
            
            (39,000
            )
            
            
            
            
            (40,000
            )Net
                loss for year ended December 31, 2003
            
            
            
            
            
            
            
            
            
            
            
            (61,057
            )
            
            (61,057
            )Balance,
                December 31, 2003
            
            
            1,112,500
            
            
            1,112
            
            
            101,388
            
            
            (106,057
            )
            
            (3,557
            )Net
                loss for year ended December 31, 2004
            
            
            
            
            
            
            
            
            
            
            
            (55,528
            )
            
            (55,528
            )Balance,
                December 31, 2004
            
            
            1,112,500
            
            
            1,112
            
            
            101,388
            
            
            (161,585
            )
            
            (59,085
            )Conversion
                of promissory note (effective November 22, 2005)
            
            
            5,318,750
            
            
            5,319
            
            
            1,398,831
            
            
            
            
            
            1,404,150Stock
                based compensation (effective October 31, 2005)
            
            
            25,000
            
            
            25
            
            
            4,975
            
            
            
            
            
            5,000Net
                loss for year ended December 31, 2005
            
            
            
            
            
            
            
            
            
            
            
            (463,902
            )
            
            (463,902
            )Balance,
                December 31, 2005
            
            
            6,456,250
            
            $
            6,456
            
            $
            1,505,194
            
            $
            (625,487
            )
            $
            886,163





See
      accompanying notes to financial statements.




F-5
 **Back
          to Table of Contents**




LEXICON
        UNITED INCORPORATED
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005








NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization





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





Use
      of
      Estimates





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





Cash
      and Cash Equivalents




For
      purposes of the statement of cash flows, the Company considers all short-term
      investments with an original maturity of three months or less to be cash
      equivalents.




Fair
      Values of Financial Instruments




The
      Company uses financial instruments in the normal course of business. The
      carrying values of cash and cash equivalents, interest payable, accounts
      payable, accrued expenses and loans payable approximate their fair value due
      to
      the short-term maturities of these assets and liabilities.




Fixed
      Assets




Fixed
      assets consist of computers which are stated at cost and depreciated on a
      straight line basis over a useful life of 5 years utilizing the half-year
      convention.





Recent
      Accounting Pronouncements





In
      December 2004, the FASB issued Statement of Financial Accounting Standards
      No.
      153 (SFAS 153), “Exchanges of Non-monetary Assets.” SFAS 153 amends the guidance
      in APB No. 29, “Accounting for Non-monetary Assets.” APB No.29 was based on the
      principle that exchanges of non-monetary assets should be measured on the fair
      value of the assets exchanged. SFAS 153 amends APB No. 29 to eliminate the
      exception for non-monetary exchanges of similar productive assets and replaces
      it with a general exception for exchanges of non-monetary assets that do not
      have commercial substance if the future cash flows of the entity


are
      expected to change significantly as a result of the exchange. SFAS 151 is
      effective for financial statements issued for fiscal years beginning after
      June
      15, 2005. The adoption of SFAS 153 is not expected to have a material effect
      on
      the Company’s financial position or results of operations.





In
      December 2004, the FASB revised Statement of Financial Accounting Standards
      No.
      123 (SFAS 123(R)), “Accounting for Stock-Based Compensation.” The SFAS 123(R)
      revision established standards for the accounting for transactions in which
      an
      entity exchanges its equity instruments for goods or services and focuses
      primarily on accounting for transactions in which an entity obtains employee
      services in share-based payment transactions. It does not change the accounting
      guidance for share-based payment transactions with




F-6
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          to Table of Contents**


LEXICON
          UNITED INCORPORATED
 (A
          Development Stage Company)
 
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005








NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent
      Accounting Pronouncements (Continued)





parties
      other than employees. For public entities that do not file as small business
      issuers, the revisions to SFAS 123 are effective as of the beginning of the
      first interim or annual reporting period that begins after June 15, 2005. For
      public entities that file as small business issuers, the revisions to SFAS
      123(R) are effective as of the beginning of the first interim or annual
      reporting period that begins after December 15, 2005. Implementation of SFAS
      123(R) is not expected to have a material impact on the Company’s financial
      position or results of operations as the Company does not have any stock based
      compensation plans at the present time.





In
      May
      2005, the FASB issued SFAS no. 154, “Accounting Changes and Error Corrections
      (“SFAS No. 154”) which replaces APB Opinion No. 20, “Accounting Changes” and
      SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An
      Amendment of ABP Opinion No. 28. SFAS No. 154 provides guidance on the
      accounting for and reporting of accounting changes and error corrections.
      Specifically, this statement requires “retrospective application” of the direct
      effect for a voluntary change in accounting principle to prior periods’
financial statements, if it is practical to do so. SFAS No. 154 also strictly
      defines the term “restatement” to mean the correction of an error revising
      previously issued financial statements. SFAS No. 154 is effective for accounting
      changes and corrections of errors made in fiscal years beginning after December
      15, 2005 and are required to be adopted by the Company in the first quarter
      of
      fiscal year 2007. Although we will continue to evaluate the application of
      SFAS
      No. 154, management does not currently believe adoption will have a material
      impact on our results of operations, financial position or cash
      flows.





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, however, no potential common
      shares are included in the computation of any diluted per share amounts when
      a
      loss from continuing operations exists.





NOTE
      B -
      GOING CONCERN





As
      shown
      in the accompanying financial statements, the Company has incurred cumulative
      net operating losses of $625,487 since inception and is considered a company
      in
      the development stage. As noted in Note H, the company will acquire a majority
      ownership in ATN Capital E Participacoes Ltda. It also seeks to raise capital
      for working capital and potential capital projects. However, even if the Company
      does raise 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.




F-7
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          to Table of Contents**


LEXICON
              UNITED INCORPORATED
 (A
              Development Stage Company)
 
 NOTES
              TO
              FINANCIAL STATEMENTS
 December
              31, 2005








NOTE
      C -
      CONCENTRATION OF CREDIT RISK





Cash
      and
      cash equivalents consists of money market funds held at a single financial
      institution.





NOTE
      D -
      FIXED ASSETS





At
      December 31, 2005, the fixed assets consist of:


Computer
                equipment
            
            $
            2,843Less:
                Accumulated depreciation
            
            
            (284
            )Computer
                equipment, net
            
            $
            2,559





NOTE
      E -
      INCOME TAXES





The
      Company follows 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, 2005, these differences resulted in a deferred tax
      asset of approximately $212,666. 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,
      2005.





The
      Company’s net operating loss carry forwards amount to $625,487 and expire
      through 2020.





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





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





On
      November 22, 2005, the Company entered into a Debt Conversion Agreement with
      Keyano to convert the convertible promissory note in the amount of $1,000,000
      plus accrued interest of $63,750 into common stock of Lexicon United
      Incorporated. The conversion price was adjusted from $1.00 (after a 4 for 1
      stock split in June, 2005) per share to $0.20 per share as an incentive to
      convert the loan. As a result of the conversion, Keyano received 5,318,750
      shares of restricted common stock and the note was cancelled. Consistent with
      SFAS No. 84, *Induced
      Conversions of Convertible Debt* ,
      the
      Company recorded $340,400 as Debt conversion expense in the Statement of
      Operations related to this induced conversion. The Debt conversion expense
      represents the fair value, as determined by Management, of the securities issued
      in excess of the fair value of the securities issued under the initial
      conversion agreement.





NOTE
      G -
      DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE





In
        July
        2001, the Assistant Treasurer who was also a major shareholder of the Company,
        acquired 4,000,000 shares of the Company’s common stock for $40,000. The
        Company, in a separate transaction, allowed the Assistant Treasurer to hold
        $100,000 in custody during his travels to Asia in connection with a proposed
        business venture. It was subsequently discovered in August 2003, that the
        funds
        were not used for the intended purposes and that the Assistant Treasurer
        had
        absconded with the funds and has left the United States. The Board of Directors,
        on August 4, 2003, cancelled the shares originally issued to the Assistant
        Treasurer and wrote off the $100,000 held in custody by the Assistant
        Treasurer.




F-8
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          to Table of Contents**


LEXICON
            UNITED INCORPORATED
 (A
            Development Stage Company)
 
 NOTES
            TO
            FINANCIAL STATEMENTS
 December
            31, 2005







NOTE
      H -
      LOANS PAYABLE TO OFFICER





The
      loans
      payable to officer are primarily for expenses incurred by the President for
      travel and due diligence related to seeking a viable merger candidate. The
      loan
      is non-interest bearing and payable upon demand.





NOTE
      I -
      COMMITMENTS AND CONTINGENCIES





The
      Company has indicated its intention to compensate a member of its administrative
      staff with 30,000 shares of stock for services rendered, as soon as possible.
      These shares have not yet been issued and as such no compensation is reflected
      in the financial statements.





NOTE
      J -
      REVERSE STOCK SPLIT


On
          April
          29, 2005, the stockholders of the Company approved a 4 for 1 reverse split.
          This
          split became effective on June 28, 2005. All share and per share information
          in
          the financial statements and notes to the financial statements have been
          restated to give effect to the 4 for 1 reverse stock split .


NOTE
      K -
      SUBSEQUENT EVENT





On
      December 12, 2005, (amended January 18, 2006) Lexicon United Incorporated (the
      “Company”) entered into a Share Exchange Agreement (the “Share Exchange
      Agreement”) with ATN Capital E Participacoes Ltda., a Brazilian limited company
      (“ATN”), Omar Malheiro Silva Araiyo, and Manuel da Costa Froguas, each
      shareholders of ATN (the “ATN Shareholders”) pursuant to which the Company
      agreed to acquire 400,000 shares of outstanding capital stock of ATN (“ATN
      Shares”) from the ATN shareholders, in exchange for 2,000,000 shares of the
      Company’s common stock, in the aggregate. ATN is in the business of credit
      collection and credit counseling. The ATN Shares constitute 80% of ATN’s issued
      and outstanding shares. The acquisition of ATN closed on February 26,
      2006.




In
      connection with the share exchange agreement, the Company has valued the
      2,000,000 shares issued at $0.20 per share for an aggregate value of
      $400,000.




F-9
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          to Table of Contents**





LEXICON
            UNITED INCORPORATED
 (A
            Development Stage Company)
 
 NOTES
            TO
            FINANCIAL STATEMENTS
 December
            31, 2005




The
      fair
      value of the net assets acquired in US dollars is as follows at September 30,
      2005:


Cash
            
            $
            94,370Accounts
                receivable
            
            
            119,187Other
                receivables
            
            
            92,332Prepaid
                expenses
            
            
            2,902Fixed
                assets
            
            
            327,436Liabilities
                assumed
            
            
            (931,545
            )$
            (295,318
            )





80%
                acquisition
            
            $
            (236,254
            )Purchase
                price
            
            
            400,000Goodwill
            
            
            636,254Less:
                20% minority interest in common stock of ATN
            
            
            (76,584
            )Net
                Goodwill
            
            $
            559,670





Pro-Forma
      statement of operations US dollars for the nine months ended September 30,
      2005
      is as follows:


Revenues
            
            $
            1,554,087Costs
                and expenses
            
            
            (1,473,146
            )Net
                income
            
            $
            80,941Net
                income per share
            
            $
            0.16




NOTE
          L -
          RESTATEMENT
 
 The
          Statement of Stockholders’ Equity has been restated to reflect the 4 for 1
          reverse split retroactive to inception. The effect of the restatement for
          the
          year ended December 31, 2004 is as follows:
  As
                      Reported
                  
                  As
                      RestatedCommon
                      Stock
                  
                  
                  4,450
                  
                  
                  1,112Additional
                      Paid in Capital
                  
                  
                  98,050
                  
                  
                  101,388Earnings
                      (loss) per share
                  
                  $
                  (.01
                  )
                  $
                  (.05
                  )






F-10




EXHIBITS




Exhibit
                    No.
                
                ***Description***2.1
                
                Share
                    Exchange Agreement, dated December 12, 2005, among the registrant,
                    ATN
                    Capital & Participações Ltda, Omar Malheiro Silva Araújo and Manuel da
                    Costa Fraguas (incorporated by reference to Exhibit 10.1 in the
                    registrant’s current report on Form 8-K filed on December 16,
                    2005)2.2
                
                Amendment
                    No. 1 to Share Exchange Agreement, dated January 18, 2006, among
                    the
                    registrant, ATN Capital & Participações Ltda, Omar Malheiro Silva
                    Araújo and Manuel da Costa Fraguas (incorporated by reference to
                    Exhibit
                    10.1 in the registrant’s current report on Form 8-K filed on January 23,
                    2006)3.1
                
                Certificate
                    of Incorporation of the registrant as filed with the Secretary
                    of State of
                    the State of Delaware on July 17, 2001 (incorporated by reference
                    to
                    Exhibit 2.1 in the registrant’s Form 10-SB filed on August 28,
                    2001)3.2
                
                Bylaws
                    of the registrant adopted on July 17, 2001 (incorporated by reference
                    to
                    Exhibit 2.2 in the registrant’s Form 10-SB filed on August 28,
                    2001)10.2
                
                Debt
                    Conversion Agreement, dated November 22, 2005, between the registrant
                    and
                    Keyano Invest Inc. (incorporated by reference to Exhibit 10.1
                    in the
                    registrant’s current report on Form 8-K filed on November 28,
                    2005)10.3
                
                Lease
                    Agreement between the Company and SANTA CASA DA MISERCÓRDIA
                    DO RIO
                    DE JANEIROdated
                    May 2, 2005 (incorporated by reference to Exhibit 10.2 in the
                    registrant’s
                    current report on Form 8-K filed on February 27, 2006)10.4
                
                Lease
                    Agreement between the Company and SANTA CASA DA MISERCÓRDIA
                    DO RIO
                    DE JANEIRO Adated
                    May 2, 2005 (incorporated by reference to Exhibit 10.2 in the
                    registrant’s
                    current report on Form 8-K filed on February 27, 2006)14
                
                Code
                    of ethics (incorporated by reference to Exhibit 14 in the registrant’s
                    annual report for the fiscal year of 2003 filed on February 15,
                    2005)31
                
                Rule
                    13a-14(a)/15d-14(a) Certification32
                
                Section
                    1350 Certification