1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 29, 2002
-------------------------------------------------
(Date of Report: Date of earliest event reported)
LEXON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24721 87-0502701
- ---------------------------- ----------------------- --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
2691 Richter Avenue, #124, Irvine, California 92623
---------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (949)757-0888
--------------
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Audited financial statements for Lexon Technologies, Inc. and Phacon
Corporation, respectively, at December 31, 2001, and proforma consolidated
balance sheet and statement of operations for the combined entity at December
31, 2001 were included in the original filing on May 29, 2002.
Attached hereto are interim unaudited financial statements for Lexon
Technologies, Inc. and Phacon Corporation, respectively, at March 31, 2002,
and proforma consolidated balance sheet and statement of operations for the
combined entity at March 31, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LEXON TECHNOLOGIES, INC.
Date: June 27, 2002
/S/Kenneth J. Eaken, C.E.O., President and Principal Accounting Officer
3
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2002 2001
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ - $ 555
Cash held in trust 31,785 -
----------- -----------
Total Current Assets 31,785 555
----------- -----------
TOTAL ASSETS $ 31,785 $ 555
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 302,101 $ 673,321
Accrued interest 1,687 42,067
Accrued wages 347,136 324,386
Other accrued expenses 7,266 7,279
Notes payable, related parties - 265,000
Convertible note payable 150,000 -
----------- -----------
Total Current Liabilities 808,190 1,312,053
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.001 per share;
authorized 100,000,000 shares; 16,486,831
and 15,872,561 shares issued and outstanding
respectively 16,487 15,873
Additional paid-in capital 1,313,719 1,309,133
Accumulated deficit (2,106,611) (2,636,504)
----------- -----------
Total Stockholders' Equity (Deficit) (776,405) (1,311,498)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 31,785 $ 555
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From Inception of
the Development
For the Stage(January 1,
Three Months Ended 2002) Through
March 31, March 31,
2002 2001 2002
----------- ----------- -----------
NET SALES $ - $ 84,617 $ -
COST OF SALES - 217 -
----------- ----------- -----------
GROSS MARGIN - 84,400 -
----------- ----------- -----------
EXPENSES
Selling, general and administrative 108,906 221,830 108,906
Depreciation and amortization - 5,112 -
----------- ----------- -----------
Total Expenses 108,906 226,942 108,906
----------- ----------- -----------
(LOSS) FROM OPERATIONS (108,906) (142,542) (108,906)
----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (1,687) (14,920) (1,687)
----------- ----------- -----------
Total Other Income (Expense) (1,687) (14,920) (1,687)
----------- ----------- -----------
NET LOSS BEFORE EXTRAORDINARY ITEMS (110,593) (157,462) (110,593)
EXTRAORDINARY ITEMS
Debt forgiveness 640,486 - 640,486
----------- ----------- -----------
Total Extraordinary Items 640,486 - 640,486
----------- ----------- -----------
NET INCOME (LOSS) $ 529,893 $ (157,462) $ 529,893
=========== =========== ===========
BASIC INCOME (LOSS) PER COMMON SHARE
Before extraordinary items $ (0.01) $ (0.01)
Extraordinary items 0.04 0.00
----------- -----------
Basic Income (Loss) Per Common Share $ 0.03 $ (0.01)
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 16,356,129 15,872,561
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
5
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From Inception of
the Development
For the Stage(January 1,
Three Months Ended 2002) Through
March 31, March 31,
2002 2001 2002
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 529,893 $ (157,462) 529,893
Adjustments to reconcile net income (loss)
to net cash(used in) operating activities:
Depreciation and amortization - 5,112 -
Debt forgiveness (640,486) - (640,486)
Changes in operating assets and liabilities:
Decrease in accounts receivable - 6,256 -
Increase (decrease) in accounts payable and
accrued expenses (3,077) 143,149 (3,077)
----------- ----------- -----------
Net Cash (Used in) Operating Activities (113,670) (2,945) (113,670)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft - 1,072 -
Proceeds from notes payable 150,000 - 150,000
Principal payments under notes payable (5,100) (5,000) (5,100)
----------- ----------- -----------
Net Cash Provided by (Used in) Financing
Activities 144,900 (3,928) 144,900
----------- ----------- -----------
NET INCREASE(DECREASE) IN CASH 31,230 (6,873) 31,230
CASH AT BEGINNING OF YEAR 555 6,873 555
----------- ----------- -----------
CASH AT END OF YEAR $ 31,785 $ - $ 31,785
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
The accompanying notes are an integral part of these consolidated financial
statements.
6
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2002 and December 31,2001
NOTE 1 -BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance
with such rules and regulations. The information furnished in the interim
condensed financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary
for a fair presentation of such financial statements. Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the Company's audited
financial statements and notes thereto included in its December 31, 2001
Annual Report on Form 10-KSB. Operating results for the three months ended
March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has historically incurred significant
losses which have resulted in an accumulated deficit of $2,636,504 at December
31, 2001, a working capital deficit of approximately $1,312,000 and limited
internal financial resources. These factors combined, raise substantial doubt
about the Company's ability to continue as a going concern. The Company's
assets were entirely seized in August 2001. Through some additional funding
in early 2002, the Company has been able to settle a large majority of its
outstanding debt. The accompanying consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty.
7
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2002 and December 31,2001
NOTE 3 - MATERIAL EVENTS
During the three months ended March 31, 2002, the following significant events
occurred:
1. Settlement agreements were entered into with various creditors as follows:
Original
Amount
Description of Debt Settlement Amount
----------- --------- -----------------
Notes payable - related parties
and accrued interest $ 307,067 $5,100 plus 250,000 shares
of common stock valued at
$2,000
Accrued wages $ 8,500 $850
Accounts payable $ 395,064 $58,995 plus 400,000 shares
of common stock valued at
$3,200
These settlement agreements resulted in a gain on forgiveness of debt totaling
$640,486 for the three months ended March 31, 2002.
2. Pursuant to the settlement agreement described above, the Company issued a
total of 650,000 shares of common stock valued at $5,200. In addition, the
Company canceled 35,730 shares of common stock as part of a settlement
agreement with a creditor.
3. The Company entered into a Bridge Loan with a corporation for a total of
$200,000, which was convertible into 25,000,000 shares of the Company's
outstanding common stock. The Company received $150,000 of the $200,000
during the three months ended March 31, 2002 with the remaining $50,000
received on April 12, 2002. Interest accrues on the loan at 4.5% per annum.
Accrued interest at March 31, 2002 totaled $1,687.
On April 14, 2002, the Company entered into a merger agreement with the Bridge
Loan creditor to acquire 100% of their outstanding common stock (see Note 4).
NOTE 4 - SUBSEQUENT EVENTS
On April 14, 2002, the Company entered into a merger agreement with Phacon
Corporation (Phacon) to acquire 100% of the outstanding common stock of Phacon
by issuing 17,500,000 (post-split) shares of common stock. As part of the
agreement, the Company is to effect a 1 for 10 reverse stock split. The
acquired shares of Phacon will be entirely canceled leaving the Company as the
surviving entity. As part of the agreement, the $200,000 note will be
canceled.
The Company entered into two additional settlement agreements effective April
5, 2002 with two former employees. The Company paid a total of $200 to settle
unpaid wages totaling $108,222 resulting in a gain on debt settlement of
$108,022.
8
PHACON CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash in checking $ 162,519 $ 36,134
Cash in escrow - 150,000
Advances to shareholder 40,805 -
Note receivable 150,000 -
Interest receivable 1,687 -
Note receivable - related party 31,769 30,769
------------ ------------
Total Current Assets 386,780 216,903
------------ ------------
PROPERTY AND EQUIPMENT, NET 6,486 7,075
------------ ------------
TOTAL ASSETS $ 393,266 $ 223,978
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 4,000 $ 4,851
Accounts payable - 2,587
------------ ------------
Total Current Liabilities 4,000 7,438
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, authorized
20,000,000 shares of $0.001 par value,
issued and outstanding 17,500,000 17,500 17,500
Additional paid-in capital 941,220 941,220
Subscription receivable - (220,000)
Deficit accumulated during the
development stage (569,454) (522,180)
------------ ------------
Total Stockholders' Equity 389,266 216,540
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 393,266 $ 223,978
============ ============
The accompanying notes are an integral part of these financial statements.
9
PHACON CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
For the Inception on
Three Months July 18,
Ended 2001 Through
March 31, March 31,
2002 2002
------------ ------------
REVENUES $ - $ -
------------ ------------
EXPENSES
Research and development - 405,000
General and administrative expenses 48,961 166,141
------------ ------------
Total Expenses 48,961 571,141
------------ ------------
(LOSS) FROM OPERATIONS (48,961) (571,141)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 1,687 1,687
------------ ------------
Total Other Income (Expense) 1,687 1,687
------------ ------------
NET LOSS $ (47,274) $ (569,454)
============ ============
NET LOSS PER SHARE $ (0.00)
============
WEIGHTED AVERAGE SHARES OUTSTANDING 17,500,000
============
The accompanying notes are an integral part of these financial statements.
10
PHACON CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage
------------ ------------ ------------ ------------ ------------
Balances at July 18, 2001 - $ - $ - $ - $ -
July 2001 - stock issued for
services at $0.001 per share 13,720,000 13,720 - - -
August 2001 - stock issued for
cash at $0.25 per share 2,280,000 2,280 567,720 (220,000) -
October 2001 - stock issued for
technology at $0.25 per share 1,500,000 1,500 373,500 - -
Net loss for the period ended
December 31, 2001 - - - - (522,180)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2001 17,500,000 17,500 941,220 (220,000) (522,180)
Receipt of subscription
receivable (unaudited) - - - 220,000 -
Net loss for the three months
ended March 31, 2002 (unaudited) - - - - (47,274)
------------ ------------ ------------ ------------ ------------
Balance, March 31, 2002
(unaudited) 17,500,000 $ 17,500 $ 941,220 $ - $ (569,454)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statement.
11
PHACON CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
For the Inception on
Three Months July 18,
Ended 2001 Through
March 31, March 31,
2002 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (47,274) $ (569,454)
Adjustments to reconcile net loss to
net cash used by operations:
Stock for services - 13,720
Depreciation expense 589 812
Stock for technology - 375,000
Change in current assets/liabilities:
Increase in interest receivable (1,687) (1,687)
Increase (decrease) in payables (3,438) 4,000
------------ ------------
Net Cash (Used) by Operating Activities (51,810) (177,609)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property and equipment - (7,298)
Cash paid for related party notes receivable (1,000) (41,769)
Advance to shareholder (40,805) (40,805)
Note receivable advanced (150,000) (150,000)
Cash placed into escrow 150,000 -
Cash received from related party
notes receivable - 10,000
------------ ------------
Net Cash (Used) by Investing Activities (41,805) (229,872)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Receipt of subscription receivable 220,000 220,000
Cash received from issuance of common stock - 350,000
------------ ------------
Net Cash Provided by Financing Activities 220,000 570,000
------------ ------------
NET INCREASE IN CASH 126,385 162,519
CASH, BEGINNING OF PERIOD 36,134 -
------------ ------------
CASH, END OF PERIOD $ 162,519 $ 162,519
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest $ - $ -
Income taxes $ - $ -
NON-CASH ACTIVITIES
Stock issued for technology $ - $ 375,000
Stock issued for services $ - $ 13,720
Stock issued for subscription receivable $ - $ 220,000
The accompanying notes are an integral part of these financial statements.
12
PHACON CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002 and December 31, 2001
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Phacon Corporation (the Company) is a private company organized under the laws
of the State of California on July 18, 2001. The Company is involved in the
development of fluorescent dimming technology and is currently in the
development stage.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of accounting.
c. Earnings (Loss) Per Share
Earnings per share were computed by dividing net income (loss) by the total
weighted average common shares outstanding during the period. Fully dilutive
earnings per share has not been presented because it equals primary earnings
per share.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $569,454 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2021. No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carryforward will
expire unused.
Deferred tax assets and the valuation account is as follows at March 31, 2002
and December 31, 2001.
Deferred tax asset:
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
NOL carryforward $ 142,363 $ 130,545
Valuation allowances (142,363) (130,545)
------------ ------------
Total $ - $ -
============ ============
13
PHACON CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002 and December 31, 2001
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period. In these financial statements, assets,
liabilities and expenses involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
NOTE 2 -GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has no operations, has
an operating loss and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to merge with a public
company and raise capital through a stock offering to expand operations, thus
creating necessary operating revenue.
NOTE 3 -PROPERTY AND EQUIPMENT
Property and equipment consists of the following at March 31, 2002 and
December 31, 2001:
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
Equipment $ 7,298 $ 7,298
Accumulated depreciation (812) (223)
------------ ------------
Total property and equipment $ 6,486 $ 7,075
============ ============
The provision for depreciation is calculated using the straight-line method
over the estimated useful lives of the assets. Depreciation expense for the
periods ended March 31, 2002 and December 31, 2001 is $589 and $223,
respectively.
In accordance with Financial Accounting Standards Board Statement No. 121, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount. At March 31, 2002, no impairments were recognized.
14
PHACON CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002 and December 31, 2001
NOTE 4 -NOTE RECEIVABLE
In December 2001, the Company entered into a bridge loan agreement with Lexon
Technologies, Inc. (Lexon). The Company placed $150,000 into escrow during
December 2001 which was then advanced to Lexon in January 2002. The Company
advanced an additional $50,000 in April 2002. The funds were advanced in
anticipation of a merger. If the merger had not occurred by April 30, 2002,
the Company had the option to convert the note receivable into 25,000,000
shares of Lexon plus additional shares required to satisfy the accrued
interest at 4.5% per annum. The conversion rate was $0.008 per share.
Accrued interest at March 31, 2002 totaled $1,687.
On April 14, 2002, the Company entered into a merger agreement with Lexon
whereby Lexon acquired 100% of the Company's outstanding common stock by
issuing 17,500,000 shares of its common stock. The Phacon shares acquired
were then entirely canceled, leaving Lexon as the surviving entity. As part
of the agreement, the $200,000 note receivable held by the Company ($150,000
as of March 31, 2002) was canceled along with any accrued interest.
NOTE 5 -RELATED PARTY TRANSACTIONS
During 2001, the Company loaned $40,769 to a company which shares a common
officer. During 2001, $10,000 was paid back to the company. During the three
months ended March 31, 2002, an additional $1,000 was loaned. The note is
non-interest bearing and payable upon demand. The note receivable balance at
March 31, 2002 and December 31, 2001 was $31,769 and $30,769, respectively.
An officer paid expenses of $851 on behalf of the Company. The balance
payable to the officer at December 31, 2001 was $851. The officer was
advanced a total of $40,805 during the three months ended March 31, 2002 to be
used for future travel and other expenses of the Company.
The Company acquired technology from an officer in exchange for 1,500,000
shares of their common stock valued at $375,000.
The Company issued 13,720,000 shares of their common stock valued at $13,720
for organization services. 11,595,000 of these shares were issued to various
officers of the Company or entities controlled by those officers.
The Company entered into a management agreement with an officer for a monthly
payment of $2,000. The Company paid $12,000 during 2001 and $6,000 during
2002 to the officer pursuant to this agreement.
The Company entered into a management agreement with an officer for a monthly
payment of $2,500. The Company paid $15,000 during 2001 and $7,500 during
2002 to the officer pursuant to this agreement.
The Company entered into an agreement with an officer to sub-lease office
space at $2,000 per month. The Company paid $14,000 during 2001 and $6,000
during 2002 to the officer pursuant to this agreement.
15
PHACON CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002 and December 31, 2001
NOTE 5 -RELATED PARTY TRANSACTIONS (Continued)
The Company entered into an agreement with an officer to sub-lease office
space at $1,000 per month. The Company paid $2,000 during 2001 and $3,000
during 2002 and has recorded an accounts payable of $4,000.
NOTE 6 -COMMITMENTS AND CONTINGENCIES
In July 2001, the Company entered into a management agreement with an officer
for a monthly payment of $2,000. The agreement expires in July 2002.
In July 2001, the Company entered into a management agreement with an officer
for a monthly payment of $2,500. The agreement expires in July 2002.
In July 2001, the Company committed to an operating lease for office space.
The lease requires the Company to pay monthly rent of $1,000 and expires in
July 2002.
In July 2001, the Company committed to an operating lease for office space.
The lease requires the Company to pay monthly rent of $2,000 and expires in
July 2002.
Future minimum lease payments on operating lease obligation is as follows at
December 31, 2001:
2002 $ 6,000
-------
Total Operating Lease Obligations $ 6,000
=======
Rent expense from operating leases for the periods ending March 31, 2002 and
December 31, 2001 was $9,000 and $32,000, respectively.
NOTE 7 -FINANCIAL INSTRUMENTS
The recorded amounts for financial instruments, including cash equivalents,
receivables, investments, accounts payable and accrued expenses, and long-term
debt approximate their market values as of March 31, 2002 and December 31,
2001. The Company has no investments in derivative financial instruments.
NOTE 8 -DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in FASB No. 7. It is
concentrating substantially all of its efforts in raising capital and defining
business operations in order to generate significant revenues.
16
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Proforma Balance Sheet
March 31, 2002
(Unaudited)
ASSETS
Lexon Proforma
Technologies Adjustments
Inc. and Phacon Increase Proforma
Subsidiary Corporation (Decrease) Consolidated
------------ ------------ ------------ ------------
CURRENT ASSETS
Cash and cash equivalents $ - $ 162,519 $ - $ 162,519
Cash held in trust 31,785 - - 31,785
Advance to shareholder - 40,805 - 40,805
Note receivable - 150,000 (150,000) -
Interest receivable - 1,687 (1,687) -
Note receivable - related party - 31,769 - 31,769
------------ ------------ ------------ ------------
Total Current Assets 31,785 386,780 (151,687) 266,878
------------ ------------ ------------ ------------
FIXED ASSETS, NET - 6,486 - 6,486
------------ ------------ ------------ ------------
TOTAL ASSETS $ 31,785 $ 393,266 $ (151,687) $ 273,364
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 302,101 $ - $ - $ 302,101
Accounts payable - related party - 4,000 - 4,000
Accrued interest 1,687 - (1,687) -
Accrued wages 347,136 - - 347,136
Other accrued expenses 7,266 - - 7,266
Convertible note payable 150,000 - (150,000) -
------------ ------------ ------------ ------------
Total Current Liabilities 808,190 4,000 (151,687) 660,503
------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000 shares
authorized of $0.001 par value,
19,148,683 shares issued and
outstanding 16,487 17,500 (14,838) 19,149
Additional paid-in capital 1,313,719 941,220 14,838 2,269,777
Accumulated deficit (2,106,611) (569,454) - (2,676,065)
------------ ------------ ------------ ------------
Total Stockholders' Equity
(Deficit) (776,405) 389,266 - (387,139)
------------ ------------ ------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 31,785 $ 393,266 $ (151,687) $ 273,364
============ ============ ============ ============
See Summary of Assumptions of Disclosures.
17
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Consolidated Proforma Statement of Operations
For the Three Months Ended March 31, 2002
(Unaudited)
ASSETS
Lexon Proforma
Technologies Adjustments
Inc. and Phacon Increase Proforma
Subsidiary Corporation (Decrease) Consolidated
------------ ------------ ------------ ------------
REVENUES $ - $ - $ - $ -
------------ ------------ ------------ ------------
EXPENSES
Selling, general and
administrative 108,906 48,372 - 157,278
Depreciation and amortization - 589 - 589
------------ ------------ ------------ ------------
Total Expenses 108,906 48,961 - 157,867
------------ ------------ ------------ ------------
(LOSS) FROM OPERATIONS (108,906) (48,961) - (157,867)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest expense (1,687) - 1,687 -
Interest income - 1,687 (1,687) -
------------ ------------ ------------ ------------
Total Other Income (Expense) (1,687) 1,687 - -
------------ ------------ ------------ ------------
NET LOSS BEFORE EXTRAORDINARY
ITEMS (110,593) (47,274) - (157,867)
------------ ------------ ------------ ------------
EXTRAORDINARY ITEMS
Debt forgiveness 640,486 - - 640,486
------------ ------------ ------------ ------------
Total Extraordinary Items 640,486 - - 640,486
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 529,893 $ (47,274) $ - $ 482,619
============ ============ ============ ============
See Summary of Assumptions of Disclosures.
18
LEXON TECHNOLOGIES, INC. AND SUBSIDIARY
Summary of Assumptions and Disclosures
NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Business Organization
The accompanying proforma financial statements are prepared to present the
acquisition of Phacon Corporation by Lexon Technologies, Inc. to aid the user
in understanding the acquisition. The proforma balance sheet is presented as
though the acquisition took place on March 31, 2002 and the statement of
operations as though the acquisition took place January 1, 2002. On April 14,
2002, Lexon Technologies, Inc. (Lexon) entered into a merger agreement to
acquire 100% of the outstanding stock of Phacon Corporation by issuing
17,500,000 post-split shares of common stock. As part of the agreement, Lexon
is to effect a 1 for 10 reverse stock split. In addition, the acquired shares
of Phacon will be entirely canceled, leaving Lexon as the surviving entity.
The financial statement of Lexon Technologies, Inc. include its wholly-owned
subsidiary, Chicago Map Corporation. Lexon was incorporated under the laws of
the State of Delaware on April 20, 1989.
Phacon Corporation (Phacon) was organized under the laws of the State of
California on July 18, 2001. The Company is involved in the development of
fluorescent dimming technology and is currently in the development stage.
b. Proforma Adjustments
The proforma financial statements have been prepared as though the acquisition
of Phacon Corporation by Lexon Technologies, Inc. occurred on January 1, 2002.
1)Additional paid-in capital (Lexon) $ 14,838
Common stock (Lexon) (14,838)
---------
$ -
=========
To record the 1 for 10 reverse stock split of Lexon Technologies, Inc.
2)Common stock (Lexon) $ 17,500
Common stock (Phacon) (17,500)
---------
$ -
=========
To record the acquisition of Phacon Corporation through the issuance of
17,500,000 shares of common stock.