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: May 5, 2004
LEXINGTON RESOURCES, INC.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
NEVADA
____________________________________________________
(State or other Jurisdiction as Specified in Charter
00-25455 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)
(702) 382-5139
___________________________
(Issuer's telephone number)
Items 1 through 4 and 6 through 12 not applicable.
ITEM 5. OTHER EVENTS
APPOINTMENT OF DIRECTORS
On December 31, 2003, the Board of Directors of Lexington Resources, Inc.,
a Nevada corporation (the "Company") appointed additional directors as required
to fulfill development roles with the Company and for the establishment of the
audit committee. Effective April 30, 2004, Mr. Steve Jewett and Mr. Norman
MacKinnon have been appointed as directors of the Company. As of the date of
this Report, the directors and executive officers of the Company are as follows:
Name Age Position with the Company
_________________ ___ ______________________________
Grant R. Atkins 43 President/Chief Executive
Officer/Secretary and Director
Vaughn Barbon 47 Treasurer/Chief Financial
Officer
Douglas Humphreys 51 Director
Norman MacKinnon 68 Director
Steve Jewett 65 Director
BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS
GRANT ATKINS has been the President/Chief Executive Officer of the Company
since 2001 and a director of the Company since September 1998. Mr. Atkins has
provided an organization and administrative role in the Company since its
formation. For the past ten years, Mr. Atkins has been self-employed and has
acted as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. During 1998 and
through the current date, Mr. Atkins has provided consulting services through
Investor Communications International, Inc. Mr. Atkins is a member of the board
of directors of GeneMax Corp., a publicly traded biotechnology corporation
specializing in the discovery and development of immunotherapeutics aimed at the
treatment and eradication of cancer and therapies for infectious diseases,
autoimmune disorders and transplant tissue rejection.
VAUGHN BARBON is the Treasurer/Chief Financial Officer of the Company. Mr.
Barbon has been active in the financial arena of both private and public
companies for over 22 years. He has been responsible for the implementation and
control of accounting procedures for a number of companies. Mr. Barbon attended
the University of Victoria majoring in Political Science and Economics. After
attending the University, he immediately began working for international banking
institutions, holding various positions including bank auditor and the branch
manager of a large commercial banking unit. He has a strong accounting
background completing numerous financial and business evaluation programs at a
number of extended learning institutions, including City University. Mr. Barbon
brings a strong background in financial accounting for public companies.
DOUGLAS HUMPHREYS is a director of the Company and is the drilling
operations manager of Lexington Oil & Gas Ltd. Co., and also consults to Oak
Hills Energy, Inc., an oil and gas operating company based in Holdenville,
Oklahoma that acts as "operator" to Lexington. Mr. Humphreys is in charge of all
oil and gas operations. As managing director of Lexington Oil & Gas Ltd. Co.,
Mr. Humphreys brings a wealth of experience in the oil and gas development
business. He has been active in the industry for over 30 years, mostly in his
home state of Oklahoma and in surrounding oil and gas rich regions. His
knowledge of the business comes from hands-on experience helping to build
several oil and gas producing companies to prominence, as well as playing a
personal role in the development of over 1,100 wells.
Mr. Humphreys began his career with the Tide West Oil Company, which he
helped to found. Tide West Oil Company focused on exploration and production in
the min-continent U.S. region and became a notable participant and was one of
the largest operators in the Austin Chalk Play in South Texas. By 1992, Tide
West Oil was recognized as the seventh fastest growing oil and gas company in
the United States as ranked by The Oil & Gas Journal. During his tenure with
Tide West Oil Company, Mr. Humphreys acted as production superintendent and
later as operations manager. He gained a thorough understanding of a wide
variety of oil and gas operations and was directly responsible for overseeing
drilling projects from very shallow to deep wells of over 21,000 feet in depth
He also led the company's efforts in implementing horizontal drilling as that
new technology emerged in the 1980's. Tide West Oil also operated two subsidiary
companies, Square D Drilling and TWT Trucking, in order to better control costs
and increase the profitability of its core business of oil and gas production.
Mr. Humphreys assumed the role of vice president of both of these businesses,
which eventually gave Tide West Oil the ability to act as a fully integrated
operator. Success in the Texas and Oklahoma regions made Tide West Oil a
desirable takeover target and in 1996, HS Resources approached Tide West Oil
Company. HS Resources was seeking to grow its operating base and bolster assets,
which at that time positioned the company in the top 30 largest publicly, traded
oil companies. Tide West Oil was sold to HS Resources in a deal that valued the
company at over $200 million, based on the established operations that included
549 wells in 5 states. Mr. Humphreys stayed with HS Resources and became manager
of mid-continent operations. His primary role was to oversee exploration and
production on the properties in the mind continent region.
Mr. Humphreys has a comprehensive network of oil and gas industry contacts
that compliment his corporate development skills. He is truly a veteran oilman
with a proven ability to bring oil and gas assets from acquisition through to
production. He is an active member of the Holdenville, Oklahoma community where
he resides and is a well-known figure within oil and gas circles. Mr. Humphreys
graduated in 1975 from Southwest Oklahoma State University with a degree in
Business Administration and Geology.
NORMAN J.R. MACKINNON is a director of the Company. Mr. MacKinnon articled
with Peat, Marwick, Mitchell (now KPMG), and qualified as a Chartered Accountant
in 1961. From 1962 to1964, Mr. MacKinnon was Audit manager with Griffiths &
Griffiths. In 1965, Mr. MacKinnon started his own accounting practice. From 1968
to 1972, Mr. MacKinnon was president & chief executive officer of Imaginaction
International Ltd., a venture capital company, involved with start-ups and
acquisitions. From 1972 to1984, Mr. MacKinnon was Senior Partner, specializing
in taxation, for the public practice firm of MacKinnon, Sapera, Lewis &
McDonald. From 1972 to the present, Mr. MacKinnon has served on the Board of
numerous public companies, assisting in the finance function. He has also been
involved in the development of several private companies. Mr. MacKinnon has
acted in many Public Service roles throughout his career, including serving on
various committees of the B.C. Institute of Chartered Accountants, serving on
the board of the Borstal Association of British Columbia, of which he was made a
life member, serving on the board of the Greater Vancouver Crime Stoppers for 7
years and was director for a term on the United Community Services Board.
STEVE JEWETT is a director of the Company. Mr. Jewett received his
Chartered Accountant designation in 1964 and spent several years in industry as
a Treasurer and Controller of companies in Vancouver, British Columbia as well
as in New York and San Francisco. In 1973 Mr. Jewett returned to Vancouver to
enter public practice and was a partner in a Chartered Accountancy practice,
Clark & Company, until 1978. He then organized his own practice, as a sole
practitioner, which has continued through the current date. During his career,
Mr. Jewett was auditor of many public companies. He now restricts his practice
to compilation and income tax engagements. Mr. Jewett is a member in good
standing of The Canadian Institute of Chartered Accountants and the Institute of
Chartered Accountants of British Columbia.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
As of the date of this Quarterly Report, no director or executive officer
of the Company is or has been involved in any legal proceeding concerning (i)
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (ii) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses) within the past five years; (iii) being
subject to any order, judgment or decree permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).
ESTABLISHMENT OF AUDIT COMMITTEE
The Board of Directors appointed Messrs. Humphreys, Jewett and MacKinnon as
members to the audit committee effective April 30, 2004. Each member of the
audit committee is "independent" within the meaning of Rule 10A-3 under the
Securities Exchange Act of 1934, as amended. The audit committee was organized
effective April 30, 2004, and operates under a written charter adopted by the
Board of Directors on February 2, 2004. A copy of the audit committee charter is
attached to this Report.
Previously, the respective role of an audit committee has been conducted by
the Board of Directors of the Company. As established, the audit committee's
primary function is to provide advice with respect to the Company's financial
matters and to assist the Board of Directors in fulfilling its oversight
responsibilities regarding finance, accounting, and legal compliance. The audit
committee's primary duties and responsibilities are: (i) to serve as an
independent and objective party to monitor the Company's financial reporting
process and internal control system; (ii) to review and appraise the audit
efforts of the Company's independent accountants; (iii) to evaluate the
Company's quarterly financial performance as well as its compliance with laws
and regulations; (iv) oversee management's establishment and enforcement of
financial policies and business practices; and (v) to provide an open avenue of
communication among the independent accountants, management and the Board of
Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Audit Committee Charter
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: May 1, 2004 By:/s/GRANT ATKINS
___________________________
Grant Atkins, President and
Chief Executive Officer
Date: May 1, 2004 By: /s/ GRANT ATKINS
___________________________
Grant Atkins, Secretary