Social Cube (LEXO) 10-Q 2011 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the fiscal period ended:June 30, 2011

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

For the transition period from ________________ to ________________

Commission File Number:0-24721

LEXON TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)

Delaware	87-0502701
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
14830 Desman Road	90638
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ]        Accelerated filer [   ]        Non-accelerated filer [   ]        Smaller reporting company [X]

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

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

As of August 18, 2011, Lexon had 310,789,721 shares of common stock, par value $0.001 outstanding.

1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements:
Balance Sheets (unaudited)	4
Statements of Operations (unaudited)	6
Statements of Cash Flows (unaudited)	7
Notes to Financial Statements (unaudited)	9

2

LEXON TECHNOLOGIES, INC.
BALANCE SHEETS

ASSETS
		(Unaudited)
		June 30,		December 31,
		2011		2010
Current assets:
Cash and cash equivalents	$	-	$	10,218
Accounts receivable, net		-		276,764
Inventories		-		573,137
Other current assets		-		18,000
Total current assets		-		878,119
Due from related parties		-		138,000
Property and equipment, net		-		60,310
Other assets:
Intangibles, net of amortization		278,111		375,944
Security deposits		-		20,748
Goodwill		-		3,214,289
Total other assets		278,111		3,610,981
Total assets	$	278,111	$	4,687,410

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

3

LEXON TECHNOLOGIES, INC.
BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY
		(Unaudited)
		June 30,			December 31,
		2011			2010
Current liabilities:
Accounts payable	$	56,844		$	616,637
Due to related parties		91,960			91,960
Line of credit		-			450,000
Bank overdraft		16,146			20,454
Current portion of notes payable		-			65,778
Current portion of capital lease obligations		-			20,447
Accrued expenses		77,400			317,694
Total current liabilities		242,350			1,582,970
Long-term liabilities:
Notes payable, net of current portion		-			31,203
Capital lease obligations, net of current portion		-			9,863
Deferred rent		-			42,900
Settlement payable		206,548			206,548
Total long-term liabilities		206,548			290,514
Total liabilities		448,898			1,873,484
Stockholders’ equity:
Common stock - $0.001 par value;            2,000,000,000 shares authorized,            310,789,721 and 510,789,721 shares issued and outstanding            as of June 30, 2011 and December 31, 2010, respectively		310,790			510,790
Additional paid-in capital		1,388,905			3,088,905
Stock subscription receivable		(100,000	)		(100,000	)
Accumulated deficit		(1,770,482	)		(685,769	)
Total stockholders’ equity		(170,787	)		2,813,926
Total liabilities and stockholders’ equity	$	278,111		$	4,687,410

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

4

LEXON TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011			2010
Net sales	$	10,319		$	884,295		$	25,161		$	2,214,577
Cost of goods sold		-			934,004			-			1,975,554
Gross profits		10,319			(49,709	)		25,161			239,023
Selling, general and administrative expenses		104,724			459,955			169,140			1,011,076
Loss from operations		(94,405	)		(509,664	)		(143,979	)		(772,053	)
Other income (expenses):
Gain on forgiveness of debt		-			-						274,610
Loss on goodwill impairment		(940,733	)		-			(940,733	)
Interest expense		-			(12,983	)		-			(29,946	)
Net other income (expense)		(940,733	)		(12,983	)		(940,733	)		244,664
Loss before income tax provision		(1,035,138	)		(522,647	)		(1,084,712	)		(527,389	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,035,138	)	$	(522,647	)	$	(1,084,712	)	$	(527,389	)
Earnings per share of common stock – Basic		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Earnings per share of common stock - Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average shares of common stock outstanding		421,038,208			546,340,664			421,038,208			546,340,664

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

5

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

		For The Six Months Ended
		June 30,
		2011			2010
Cash flows from operating activities:
Net loss	$	(1,084,712	)	$	(527,389	)
Adjustments to reconcile net income (loss) to net cash provided by               (used in) operating activities:
Bad debt expense		-			32,772
Depreciation and amortization		97,833			134,672
Loss on goodwill impairment		940,733			-
Gain on forgiveness of debt		-			(274,610	)
Noncash professional services		-			30,000
Changes in assets and liabilities:
Accounts receivable		276,764			93,366
Inventories		573,137			321,388
Security deposit		20,748
Goodwill		2,273,555
Accounts payable		(559,793	)		(8,356	)
Accrued expenses		(240,294	)		115,513
Bank overdraft		(4,308	)
Deferred rent		(42,900	)		(10,517	)
Other current liabilities		-			31,213
Total adjustments		3,335,475			465,441
Net cash provided by (used in) operating activities		2,250,763			(61,948	)
Cash flows from investing activities:
Property and equipment		60,310			-
Note receivable		18,000			-
Due from related parties		138,000			60,000
Net cash provided by investing activities		216,310			60,000
Cash flows from financing activities:
Payments on notes payable		(546,981	)		(40,339	)
Payments on capital lease obligations		(30,310	)		(11,841	)
Issuance of common stock		(1,900,000	)		11,001
Distributions to stockholder		-			(8,000	)
Net cash used in financing activities		(2,477,291	)		(49,179	)
Net decrease in cash		(10,218	)		(51,127	)
Cash and cash equivalents, at the beginning of period		10,218			61,661
Cash and cash equivalents, at the end of period	$	-		$	10,534

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

6

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

		Six Months Ended
		June 30,
		2011		2010
Supplemental disclosures:
Cash paid during the period:
Income taxes	$	-	$	-
Interest expense	$	-	$	20,012
Noncash investing and financing activities:
Common stock issued for acquisition of intangibles	$	-	$	310,000

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

7

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 - Nature of Business

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

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

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

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

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

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

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

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

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

Note 2 - Summary of Significant Accounting Policies

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

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are primarily used for depreciation of property and equipment, amortization of intangible assets, allowances for doubtful accounts and inventory valuation. Actual results could differ from those estimates.

8

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Revenue Recognition

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

Cash and Cash Equivalents

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

Allowance for Doubtful Accounts

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

Inventories

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

Property and Equipment

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

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

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

Impairment of Long-lived Assets

The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in accounting guidance now codified as FASB ASC Topic 360,“Property, Plant and Equipment.”The Company also reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. In management’s opinion, no such impairment existed as of June 30, 2011 and December 31, 2010.

Goodwill - The Company accounts for intangible assets in accordance with the ASC 350, Intangibles - Goodwill and Other. ASC 350 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, ASC 350 requires that recognized intangible assets be amortized over their respective estimated lives and reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment. Any recognized intangible assets determined to have an indefinite useful lives will not be amortized, but instead tested for impairment until its life is determined to no longer be indefinite. ASC 350 requires that the values of intangible assets be tested for impairment on at least an annual basis, by comparing the fair value of the assets to their carrying amounts. As a result of the impairment testing, the Company determined that goodwill was significantly impaired due to sales of Paragon Toner division. Goodwill amount was $0 and $3,214,289 as of June 30, 2011 and December 31, 2010, respectively.

9

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Accrued Expenses

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

Deferred Rent

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

Shipping and Handling

Certain shipping and handling fees are charged to customers and these are classified as revenue. The costs associated with all shipping to customers are recorded as operating expenses. Shipping expenses for the six months ended June 30, 2011 and 2010 amounted to $0 and $89,002, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated based on a “more likely than not” standard, and to the extent this threshold is not met, a valuation allowance is recorded. See Note 13 Income Taxes for more information about the Company’s income taxes.

Recent Accounting Pronouncements

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

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

Note 3 - Inventories

The following table provides the components of inventories as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Finished goods	$	-	$	335,084
Raw materials		-		273,039
		-		608,123
Less: Inventory reserve		-		(34,986	)
Total	$	-	$	573,137

Overhead allocated to the inventory amounted to $0 and $31,353 for the six months ended June 30, 2011 and 2010, respectively.

10

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 4- Property and Equipment

Property and equipment consist of the following as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Automobile	$	-	$	34,092
Furniture and fixture		-		53,388
Leasehold improvement		-		5,060
Machinery and equipment		-		439,030
		-		531,570
Less: Accumulated depreciation		-		(471,260	)
Net property and equipment	$	-	$	60,310

.

Depreciation expense amounted to $0 and $29,074 for the six months ended June 30, 2011 and 2010, respectively.

Note 5 - Capitalized Website Costs

The Company amortizes its website over the estimated useful life of three years. Amortizable intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. No impairment of website costs has been identified during the periods presented. The carrying amount and accumulated amortization related to the website costs as of June 30, 2011 and December 31, 2010, are as follows:

		June 30,			December 31,
		2011			2010
Gross balance	$	633,589		$	633,589
Less: Accumulated amortization		(355,478	)		(257,645	)
Net balance	$	278,111		$	375,944

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

Years ending December 31,		Amount
Remainder of 2011	$	97,834
2012		180,277
Total	$	278,111

Total amortization expenses were $97,833 and $105,598 for the six months ended June 30, 2011 and 2010, respectively.

Note 6 - Transactions with Related Parties

Due from Related Parties

Advances to family members of the stockholder are unsecured, non-interest bearing and due on demand. The Company has $0 and $138,000 due from related parties as of June 30, 2011 and December 31, 2010, respectively.

11

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Due to Related Parties

Interest bearing notes payable to related parties consisting of the following as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Unsecured note payable to a shareholder, with interest at 7.5% per annum. Note is in default and is payable on demand.	$	5,000	$	5,000
Expired convertible debt issued to a former employee, with interest at 7.5% per annum. The conversion maturity date was in October 2004. The note is payable on demand.		30,000		30,000
Expired convertible debt issued to a Director, with interest at 7.5% per annum. The conversion maturity date was in October 2005. The note is payable on demand.		56,960		56,960
Total notes payable	$	91,960	$	91,960

Note 7- Line of Credit

The Company has a line of credit with a bank with a maximum borrowing limit of $450,000. The outstanding balance was $0 and $450,000 as of June 30, 2011 and December 31, 2010.

The Company incurred interest expenses on this line of credit of $0 and $11,098 for the six months ended June 30, 2011 and 2010, respectively.

Note 8 - Notes Payable

The Company has long term notes payable as follows:

		June 30,		December 31,
		2011		2010
A note payable to a bank, due in monthly installments of $2,931, including interest at the bank’s prime plus 1.25% (4.50% as of March 31, 2010). The note matures in May 2011, and is collateralized by substantially all the assets of the Company. The note is subject to various restrictive covenants, including maintenance of financial ratios at all times.	$	-	$	14,423
A note payable to a bank, due in monthly installments of $4,587, including interest at the bank’s prime plus 1.50% with minimum interest rate of 6.25% (6.25% as of March 31, 2010). The note matures in January 2012, and is collateralized by substantially all the assets of the Company.		-		82,558
Total notes payable		-		96,981
Less: Current portion		-		(65,778	)
Notes payable, net of current	$	-	$	31,203

Total interest expense on the notes payable were $0 and $4,655 for the six months ended June 30, 2011and 2010, respectively.

12

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 9 - Capital Lease Obligations

The Company entered into numerous capital lease agreements with leasing companies to purchase certain equipment and transportation vehicles. As of June 30, 2011 and December 31, 2010, these assets are carried as follows:

		June 30,		December 31,
		2011		2010
Equipment	$	-	$	162,889
Transportation vehicles		-		32,800
Less: Accumulated depreciation		-		(190,340	)
	$	-	$	5,349

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

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

Total interest expenses from the capital lease obligations were $0 and $4,259 for the six months ended June 30, 2011 and 2010, respectively.

Note 10 - Commitments and Contingencies

Legal Proceedings

On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On November 9, 2010, judgment was entered against Lexon Technologies for the amount of $206,547.95. Lexon has already appealed such decision. The amount of such loss is reflected in our financials.

13

LEXON TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 11 – Sales of Paragon Toner Inc.

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

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

Note 12 – Services Contract

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

Note 13 - Income Taxes

Significant components of deferred tax assets are as follows:

		June 30,			December 31,
		2011			2010
Loss carry forwards	$	3,264,324		$	2,179,612
Other		229,720			229,720
Total deferred tax asset		3,494,044			2,409,332
Valuation allowance		(3,494,044	)		(2,409,332	)
Total deferred tax asset, net	$	-		$	-

As of June 30, 2011, the Company had approximately $3,000,000 of net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes expiring in 2020 through 2030. In addition, the Company has California state NOL carryforwards of approximately $2,600,000 expiring in 2013 through 2020.

The ability to realize the tax benefits associated with deferred tax assets, which includes benefits related to NOL’s, is principally dependent upon the Company’s ability to generate future taxable income from operations. The Company has provided a full valuation allowance for its net deferred tax assets due to the Company’s net operating losses. The valuation allowance has increased by $1,084,712 during the six months ended June 30, 2011.

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

Note 14 - Subsequent Events

The Company has evaluated all subsequent events to the balance sheet date of June 30, 2011 through the date that the financial statements were issued on August 15, 2011, and has determined that there are no subsequent events that require disclosure under FASB Accounting Standards Codification Topic 855,Subsequent Events.

14

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

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

Cautionary Statement Regarding Forward-looking Statements

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

Results of Operation for the Three Months Ended June 30, 2011 as Compared to the Three Months Ended June 30, 2010

Revenues.

Revenues decreased by $873,976 to $10,319 for the three months ended June 30, 2011 as compared to $884,295 for the three months ended June 30, 2010. This decline was primarily attributed to the restructuring of the Company, whereby only the internet properties remain.

Cost of Goods Sold.

Cost of Goods Sold decreased by $ 934,004 to $0 for the three months ended June 30, 2011 as compared to $934,004 for the three months ended June 30, 2010.

Selling, General and Administrative Expenses.

Selling, General and Administrative Expenses (“SG&A”) decreased by $355,231 to $104,724 for the three months ended June 30, 2011 as compared to $459,955 for the three months ended June 30, 2010. This decrease of $355,231 in SG&A was attributed to the restructuring whereby only internet properties remain and overhead has been significantly reduced.

Other Income and Expenses.

Other expenses for the three months ended June 30, 2011 was $940,733 as compared to $12,983 for the three months ended June 30, 2010. Interest expenses for the three months ended June 30, 2011 was $0 compared to $12,983 in interest expenses for the three months ended June 30, 2010.

Net income.

As a result, we recorded a net loss of $1,035,138 for the three months ended June 30, 2011 compared with a net loss of $522,647 for the three months ended June 30, 2010.

Results of Operation for the Six Months Ended June 30, 2011 as Compared to the Six Months Ended June 30, 2010

Revenues.

Revenues decreased by $2,189,416 to $25,161 for the six months ended June 30, 2011 as compared to $2,214,577 for the six months ended June 30, 2010. This decline was primarily attributed to a sharp decrease in sales because of the restructuring of Lexon as well as a reduced budget for internet marketing.

Cost of Goods Sold.

Cost of Goods Sold decreased by $ 1,975,554 to $0 for the six months ended June 30, 2011 as compared to $1,975,554 for the six months ended June 30, 2010.

Selling, General and Administrative Expenses.

Selling, General and Administrative Expenses (“SG&A”) decreased by $841,936 to $169,140 for the six months ended June 30, 2011 as compared to $1,011,076 for the six months ended June 30, 2010. This decrease of $841,936 in SG&A occurred as result of reduced overhead expenses post restructuring.

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Other Income and Expenses.

Other expenses for the six months ended June 30, 2011 was $940,733 compared with other income of $244,664 for the six months ended June 30, 2010. Interest expenses for the six months ended June 30, 2010 was $0 compared to $29,946 in interest expenses for the six months ended June 30, 2010.

Net income.

As a result, we recorded a net loss of $1,084,712 for the six months ended June 30, 2011 compared with a net loss of $527,389 for the six months ended June 30, 2010.

Liquidity and Capital Resources.

At June 30, 2011, we had current assets of $0 and current liabilities of $242,350.

Current liabilities at June 30, 2011 was 242,350, consisted of accounts payable of $56,844, accounts payable due to related parties of $91,960, bank overdraft of 16,146 and accrued expenses of $77,400.

For the six months ended June 30, 2010, net cashprovided by operating activities totaled $2,250,763 compared to net cash used in operating activities of $61,948 in the prior year period. Our operating activities since inception have been funded primarily by income organically generated by the company and by the limited sale of our common stock.

Net cash provided by investing activities for the six months ended June 30, 2011 amounted to $216,310 compared to net provided by in investment activities of $60,000 for the same previous year period.

Net cash used in financing activities for the six months ended June 30, 2011 was $2,477,291 compared to net cash used in financing activities of $49,179 for the six months ended June 30, 2010.

Net cash and cash equivalents at June 30, 2011 was $0.

None.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.           CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the “Certifying Officer”) is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared. The Certifying Officer has evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believes that the Company’s disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 4T.        CONTROLS AND PROCEDURES

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

PART II

ITEM 1.           LEGAL PROCEEDINGS

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

On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company. The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment. The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On November 9, 2010, judgment was entered against Lexon Technologies for the amount of $206,547.95. Lexon has already appealed such decision. The amount of such loss is reflected in our financials.

However, on September 5, 2008, Vivien and David Bollenberg, a current shareholder (the “Bollenbergs”), filed a claim against Lexon and other third parties, including Byung Hwee Hwang (also referred to as "Ben Hwang") and other financial agents and institutions involved in the alleged fraudulent transaction. The lawsuit is currently pending in the Orange County Superior Court in Santa Ana, California. The filed complaint alleges that Ben Hwang together with his representatives, including his accountant, escrow agent and real estate agent/broker, made certain representations to and solicited the Bollenbergs to make an investment in several companies and ventures including Lexon with the intent to misappropriate the solicited funds for personal use. The Bollenbergs allege that they invested a total of $1,500,000 among and between the various companies and ventures recommended by Ben Hwang, of which investment amount approximately $550,000 was invested in Lexon ($150,000 for 600,000 shares at $0.25 per share and $400,000 initially invested in Lexon Korea and later converted into 1,150,000 shares in Lexon for a total of 1,750,000 shares in Lexon). On April 1, 2011, after a trial was concluded, judgment was entered in favor of the Lexon Technologies whereby Lexon was not found liable for any causes of action brought by the Plaintiff.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULT UPON SENIOR SECURITIES

ITEM 3.

None.

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

None.

ITEM 5.           OTHER INFORMATION

None.

ITEM 6.           EXHIBITS

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

SIGNATURES

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

LEXON TECHNOLOGIES, INC.

Date: August 18, 2011	By:	/s/ James Park
		James Park
		President, Chief Executive Officer

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

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