U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 5, 2004
LEXINGTON RESOURCES, INC
(formerly known as Intergold Corporation)
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other Jurisdiction as Specified in Charter
0-25455 88-0365453
(Commission file number) (I.R.S. Employer Identification No.)
7473 West Lake Mead Road
Las Vegas, Nevada 89128
(Address of Principal Executive Offices)
(360) 332-1354
(Issuer's telephone number)
Items 1 through 6 and 8 not applicable.
Item 7. Financial Statements .
(a) Financial Statements of Businesses Acquired.
On November 19, 2003, Intergold Corporation (now known as Lexington
Resources, Inc.), Lexington Oil & Gas Ltd. Co., an Oklahoma limited liability
company ("Lexington"), and the shareholders of Lexington (the "Lexington
Shareholders") entered into a share exchange agreement (the "Agreement").
Pursuant to the terms of the Agreement: (i) the Company acquired from the
Lexington Shareholders one hundred percent (100%) of the issued and outstanding
shares of common stock of Lexington; (ii) the Company issued 3,000,000 shares of
its restricted Common Stock to the Lexington Shareholders in proportion to their
respective holdings in Lexington; and (iii) the Company granted 1,000,000 Stock
Options to current optionees of Lexington.
In accordance with the terms of the Agreement: (i) Lexington is a
wholly-owned subsidiary of the Company; (ii) the Company changed its name to
"Lexington Resources, Inc." and its trading symbol to "LXRS"; and (iii) the
Company's sole business operations are as a natural resource exploration company
engaged in the acquisition and development of oil and natural gas properties in
the United States.
On approximately November 21, 2003, the Company disclosed the
acquisition of Lexington in a report on Form 8-K. The Company is required to
provide a pro forma consolidated statement of stockholders' equity reflecting
the acquisition of Lexington as if it occurred as at the date of the last filing
of the Company's Quarterly Report on Form 10-QSB for the nine-month period ended
September 30, 2003. However, Lexington Oil & Gas Ltd. Co. was incorporated on
September 29, 2003. Therefore, Lexington does not have two completed fiscal
years for which financial statements can be prepared and audited nor does
Lexington have a completed fiscal year for 2003 for which interim unaudited
financial statements can be prepared.
Management of the Company has determined that no financials or pro
forma financial statements for Lexington are required to be provided in a
subsequent report on Form 8-K. The acquisition of Lexington will be fully
disclosed in the Company's Annual Report on Form 10-KSB and the Company's audit
financial statements for fiscal year ended December 31, 2003 will include those
of Lexington for all period shown.
SIGNATURES
In accordance with 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, hereunto duly authorized.
LEXINGTON RESOURCES INC.
Date: April 5, 2004 By:/s/ GRANT ATKINS
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Grant Atkins, President