DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
(303) 985.9324
(303) 988.6954 (FACSIMILE)
EMAIL:DDALMY@EARTHLINK.NET
July 25, 2005
Mr. Karl Hiller, Branch Chief
Mr. John Weitzel, Staff Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Via Facsimile: 202.772.9369
Re: Lexington Resources, Inc.
Form 10-KSB for year ended December 31, 2004
Filed March 31, 2005
Amended July 23, 2005
File No. 0-25455
Dear Mr. Hiller:
On behalf of Lexington Resources, Inc., a Nevada corporation (the "Company"), we
submit the following responses which correspond to the numerical comments
contained in the Securities and Exchange Commission letter dated July 12, 2005
(the "SEC Letter") and Amendment No. 1 to the annual report on Form 10-KSB for
fiscal year ended December 31, 2004 (the "Annual Report"), which has been
accordingly revised. The response letter indicates the section of the Annual
Report in which our revisions in response to the comments in the SEC Letter are
contained.
Securities and Exchange Commission
Page Two
July 25, 2005
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
INDEPENDENT AUDITOR
LOCATION OF AUDITOR - PAGE F-2
1. Please be advised that the board of directors considered several issues
regarding the appointment and engagement of Dale Matheson Carr-Hilton
LaBonte ("DMCHL") as the Company's independent public accountants,
including the requirements under Article 2 of Regulation S-X. Some of the
Company's management, who are primarily responsible for the daily business
and financial operations of the Company, reside in Vancouver, British
Columbia. Some of the members of the Company's audit committee reside in
Vancouver, British Columbia. Therefore, this has provided a viable,
efficient, and cost-effective working arrangement between the Company and
its auditors relating to administration and accounting services. Moreover,
DMCHL has extensive experience pertaining to the United States federal
securities laws and is PCAOB registered. Management of the Company believes
that it is in the best interests of the Company to engage an independent
public accounting firm that is mid-size and therefore responsive to the
needs of a developmental but growing company. Lastly, the Company wishes to
maximize application of funding to its U.S. based oil and gas interests and
other applicable costs, and engagement of an independent public accountant
located in Vancouver allows payment for services comprised of labor inputs
denominated in Canadian dollars thus decreasing the amount of funding
required for audit and review services.
AUDITOR'S REPORT, PAGE F-2
2. In accordance with the SEC's comment, the third paragraph of the auditor's
report has been revised to include a sentence identifying that the
accounting principles generally accepted in the United States have been
used in preparation of the Company's financial statements.
FINANCIAL STATEMENT FOOTNOTES
3. In accordance with the SEC's comment, the financial statements have been
revised by providing "Note 13. Disclosure About Oil and Gas Producing
Activities (Unaudited) regarding supplemental disclosure for oil and gas
properties as required by SFAS 69.
Securities and Exchange Commission
Page Three
July 25, 2005
EXHIBIT 32.1 CERTIFICATION UNDER SECTION 906
4. The certifications to the Annual Report have been dated as of the date of
the amendment to the Annual Report.
In accordance with the SEC's request, included is the acknowledgment from the
Company.
If you should have further questions or comments, please contact me at the
above-referenced contact information.
Sincerely,
/s/ DIANE D. DALMY
__________________
Diane D. Dalmy