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: February 18, 2005
LEXINGTON RESOURCES, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
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(State or other Jurisdiction as Specified in Charter)
00-25455 88-0365453
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(Commission file number) (I.R.S. Employer Identification No.)
7473 West Lake Mead Road
Las Vegas, Nevada 89128
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(Address of Principal Executive Offices)
702.382.5139
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(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The Board of Directors of the Company was advised that a private
transaction not involving a public sale occurred effective as of February 18,
2005 between Orient Explorations Ltd., a corporation organized under the laws of
Belize ("Orient") and Longfellow Industries (B.C.) Ltd., a corporation organized
under the laws of the province of British Columbia, Canada ("Longfellow").
Pursuant to the terms and provisions of the private transaction, Orient sold
3,000,000 shares of restricted common stock of the Company to Longfellow at par
value $0.00025 for an aggregate consideration of approximately $750.00 in cash.
At the time of the transaction, Orient is deemed to be an affiliate of the
Company.
The following table sets forth, as of the date of this Current
Report, certain information with respect to the beneficial ownership of common
stock by each stockholder known by the Company to be the beneficial owner of
more than 5% of the common stock and by each of the Company's current directors
and executive officers. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.
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NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF BENEFICIAL
OWNERSHIP
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Grant Atkins 100,0000 (1) 0.58%
7473 West Lake Mead Road
Las Vegas, Nevada 89128
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Longfellow Industries (B.C.) Ltd. 3,000,000 (2) 17.65%
612-618 West 45th Avenue
Vancouver, British Columbia
Canada V5Z 4R7
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Douglas Humphreys 250,000(3) 1.45%
7473 West Lake Mead Road
Las Vegas, Nevada 89128
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Norman MacKinnon 2,500(4) 0.01%
7473 West Lake Mead Road
Las Vegas, Nevada 89128
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Steve Jewett 2,500(4) 0.01%
7473 West Lake Mead Road
Las Vegas, Nevada 89128
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Orient Explorations Ltd. 6,000,000(5) 35.30%
P.O. Box 97 Leeward
Highway, Provinciales
Turks & Caicos Islands
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All Officers and Directors (4 total) 355,000 2.05%
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<FN>
(1) Includes 100,000 options to purchase shares of common stock at an exercise
price of $3.00 per share.
(2) The sole shareholder of Longfellow Industries (B.C.) Ltd. is Irene V. Cox.
The directors of Longfellow Industries (B.C.) Ltd. are Irene V. Cox,
Catherine S. Lambert and William A. Cox. The board of directors of
Longfellow Industries (B.C.) Ltd. has the sole exclusive voting and
disposition rights regarding shares of common stock.
(3) Includes 200,000 options to purchase shares of common stock at an exercise
price of $3.00 per share and 50,000 options to purchase shares of common
stock at an exercise price of $0.50 per share.
(4) Includes 2,500 options to purchase shares of common stock at an exercise
price of $1.00 per share.
(5) The sole shareholder of Orient Explorations Ltd. is Canopus Limited for
Meridan Trust. The sole director of Orient Explorations Ltd. is Cockburn
Directors, Ltd. Mr. Dempsey has the sole exclusive voting and disposition
rights regarding shares of common stock.
</FN>
The Board of Directors of the Company is unaware of any arrangement or
understanding among the members of Orient Explorations Ltd. and Longfellow
Industries (B.C.) Ltd. with respect to election of directors of the Company or
other matters.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Not Applicable.
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: February 18, 2005 By:/s/ GRANT ATKINS
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Grant Atkins
President and Chief Executive Officer