Registration No. _______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------
LEXINGTON BARRON TECHNOLOGIES, INC.
(Name of Small Business Issuer in its Charter)

COLORADO 7380 84-1557072
---------------------- --------------- --------------
(State of Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)

102 South Tejon Street, Suite 1100 Phillip W. Kilgore
Colorado Springs, Colorado 80903 102 South Tejon Street, Suite 1100
(719) 351-7910 Colorado Springs, Colorado 80903
(719) 351-7910
(Address, including zip code, and (Name, address, including zip
telephone number, including area code code, and telephone number,
of Registrant's principal executive offices) including area code, of agent for
service)

COPIES TO:
James G. Dodrill II
3360 NW 53rd Circle
Boca Raton, Florida 33496
(561) 862-0529
Facsimile (561) 862-0927

----------------------
Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
----------------------
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box. (X)

If this Form is filed to register additional securities for
an offering pursuant to Rule 462 (b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of earlier effective registration statement for
the same offering. ( )

If this Form is a post-effective amendment filed pursuant
to Rule 462 (c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( ).

If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ( ).

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF AMOUNT TO OFFERING AGGREGATE AMOUNT OF
SHARES TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE <F1> PRICE FEE
- ------------------- ---------- --------- --------- ------------

Common Stock,
no par value to be
sold by selling 3,750,000 $0.10 $375,000 $34.50
shareholders

Common Stock,
no par value to be
sold 5,000,000 $0.10 $500,000 $46.00
by the company

TOTAL 8,750,000 $875,000 $80.50

- ----------------------------------------------------------------------------------
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
</FN>

-------------------------------------------

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy
these securities in any state in which the offer or sale is
not permitted.

PROPECTUS
SUBJECT TO COMPLETION, DATED APRIL 15, 2002

8,750,000 Shares of common stock

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Colorado Corporation)

This is our initial public offering. We are registering a total
of 8,750,000 shares of our common stock. All of the shares being
registered by us will be sold at a price per share of $0.10. The
selling shareholders will sell their shares at a price per share of
$0.10 until our shares are traded on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices.
Of the shares being registered:

1) 3,750,000 are being registered for sale by selling shareholders and
2) 5,000,000 are being registered for sale by us

We will not receive any proceeds from the sale of any of the
shares by selling shareholders. We will be selling all of the
5,000,000 shares of common stock we are offering on a "best efforts
basis" and will not use an underwriter or pay a commission for the
sale of the shares. No arrangements have been made to place funds in
escrow, trust or any similar account. There is no minimum amount we
are required to raise in this offering and any funds received will be
immediately available to us. This offering will terminate on the
earlier of the sale of all of the shares or 60 days after
effectiveness of this registration statement.

There is no established public market for our common stock and we
have arbitrarily determined the offering price. Although we hope to
be quoted on the OTC Bulletin Board, our common stock is not currently
listed or quoted on any quotation service. There can be no assurance
that our common stock will ever be quoted on any quotation service or
that any market for our stock will ever develop.

Proposed Trading Symbol: OTC Bulletin Board - "LEXB"
_________________________________

INVESTING IN OUR STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY
CONSIDER THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be
changed. None of these securities may be sold until a registration
statement filed with the Securities and Exchange Commission is
effective. The prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

The date of this Prospectus is April 15, 2002

TABLE OF CONTENTS

Page
----

Prospectus Summary 3
The Offering 4
Summary Financial Information 6
Risk Factors 7
Use of Proceeds 14
Determination of Offering Price 16
Dividend Policy 16
Dilution 17
Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Business 22
Management 31
Principal Shareholders 33
Selling Shareholders 34
Certain Transactions 35
Description of Securities 36
Indemnification 38
Plan of Distribution 39
Legal Matters 41
Experts 41
Where You Can Find More Information 42
Index to Financial Statements F-1

PROSPECTUS SUMMARY

Because this is a summary, it does not contain all of the
information that may be important to you. You should read the entire
prospectus. You should consider the information set forth under "Risk
Factors" and our financial statements and accompanying notes that
appear elsewhere in this prospectus.

We are a development stage company and were incorporated in
Colorado on August 23, 2000. The Company's principal offices are
located at 102 S. Tejon Street, Suite 1100, Colorado Springs, CO
80903 and our telephone number is 719-733-3484. We are engaged in the
business of providing consulting services to smaller companies and
startup organizations.

As of December 31, 2001 we had no operating capital and a net
loss of $234,940 for the year end December 31, 2001. Please be aware
that our independent auditor has expressed substantial doubt about our
ability to continue as a going concern and believes that our ability
to continue as such is dependent on our ability to implement our
business plan, raise capital and generate revenues.

As of February 15, 2002, we have achieved $3,000 in revenues to
date and our loss from inception to February 15, 2002 totaled
$251,648.

The Offering

Securities Offered 8,750,000 shares of common
stock, 5,000,000 of which
we are offering and
3,750,000 of which are being
offered by the selling
shareholders; See
"Description of Securities"

common stock Outstanding, before offering 7,051,025
common stock Outstanding, after offering 12,051,025

Proposed OTC Bulletin Board Symbol LEXB

Use of Proceeds We will not receive any
proceeds from the sale of
common stock by our
selling shareholders. If
we sell all 5,000,000
shares we are offering,
we will receive gross
proceeds of $500,000.
Any and all funds raised
from our sale of common
stock will be used for
sales and marketing,
development of our
network of associates,
and working capital
purposes. See "Use of
Proceeds."

Dividend Policy We do not intend to pay
dividends on our common
stock. We plan to retain
any earnings for use in
the operation of our
business and to fund
future growth.

Risk Factors

The securities offered by this prospectus are highly speculative
and very risky. We have described the material risks that we face
below. Before you buy, consider the risk factors described and the
rest of this prospectus. This prospectus also contains forward-
looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including
the risks faced by us described below and elsewhere in this
prospectus. Please refer to "Risks Associated with Forward-looking
Statements" on page 14.

Summary Financial Information

The following is a summary of our Financial Statements, which are
included elsewhere in this prospectus. You should read the following
data together with the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of this
prospectus as well as with our Financial Statements and the notes
therewith.

Year ended January 1,
December 31, through
2001 February 15,
------------ 2002
-----------

Statement of Operations Data:
Total Revenue $ 0 $3,000
============ ===========

Net Income (loss) $(234,940) $(11,283)
============ ===========

As of As of
December February 15,
31, 2001 2002
------------ ------------

Balance Sheet Data
Cash and cash equivalents $ 0 $21,697
Total current assets $ 0 $ 3,000
Total assets $ 12,637 $40,629
Total current liabilities $ 100 $ 100
Total stockholders' equity (deficiency) $ 12,537 $40,529
Total liabilities and stockholders' equity $ 12,637 $40,629

RISK FACTORS

The securities offered are highly speculative. You should purchase
them only if you can afford to lose your entire investment in us. You
should carefully consider the following risk factors, as well as all
other information in this prospectus.

Certain important factors may affect our actual results and could
cause those results to differ significantly from any forward-looking
statements made in this prospectus or otherwise made by us or on our
behalf. For this purpose, any statements contained in this prospectus
that are not statements of historical fact should be considered to be
forward-looking statements. Words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the
negatives of those words, identify forward-looking statements. These
statements appear in a number of places in this prospectus and include
statements as to our intent, belief or expectations. These forward-
looking statements are subject to the risks detailed below or
elsewhere in this prospectus, or detailed from time to time in our
filings with the Securities and Exchange Commission. See "Risks
Associated With Forward-Looking Statements" on page 14.

Investors should assume that if any of the following risks
actually materialize, our business, financial condition or results of
future operations could be materially and adversely affected. In that
case, the trading price of our common stock could decline, and you may
lose all or part of your investment.

Risks related to our business:
- ------------------------------

We have very little operating capital and may be forced to file bankruptcy.
- ---------------------------------------------------------------------------

The growth of our business will require significant additional
investment. We do not presently have adequate cash from operations or
financing activities to meet our long-term needs. As of December 31,
2001 we had no capital and as of February 15, 2002, we only had
$21,697 in capital to use in executing our business plan. We
anticipate that unless we are able to raise net proceeds of at least
$200,000 within the next twelve months that we will not be able to
execute our business plan in a meaningful way. However, even if all
shares offered through this prospectus are sold, and we raise gross
proceeds of $500,000 there can be no assurance that we will be
successful in executing our plan or achieving profitability. Due to
our early stage of development, regardless of the amount of funds we
raise, there is a substantial risk that all investors may lose all of
their investment. Even if we sell all shares offered through this
registration statement, we expect that we will seek additional
financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our
operations. If we are unsuccessful at raising sufficient funds, for
whatever reason, to fund our operations, we may be forced to seek a
buyer for our business or another entity with which we could create a
joint venture. If all of these alternatives fail, we expect that we
will be required to seek protection from creditors under applicable
bankruptcy laws. Our independent auditor has expressed substantial
doubt about our ability to continue as a going concern and believes

that our ability is dependent on our ability to implement our business
plan, raise capital and generate revenues.

We have a limited operating history, our financial projections may be
inaccurate and we may not be able to achieve or maintain profitability.
- ----------------------------------------------------------------------

We are a relatively young company and our proposed operations are
subject to all of the risks inherent in such a business enterprise.
The likelihood of our success must be considered in light of the
problems, expenses, difficulties, complications, and delays frequently
encountered in connection with the development of a business in a
competitive and rapidly changing industry. As with an investment in
any emerging growth company, ownership of common shares may involve a
high degree of risk, and is not recommended if you cannot reasonably
bear the risk of a total loss of your investment.

The Financial Projections referred to in this prospectus are based
upon assumptions made in good faith by our management and such
assumptions are an integral part of the Financial Projections and other
estimates. Since we have little to no operating history, there is no
assurance that the Financial Projections will be indicative of our
actual results. Management believes that the Financial Projections are
consistent with their prior experience.

We expect to continue to incur operating losses in fiscal 2002,
which ends December 31, 2002. If we do not achieve revenue growth
sufficient to absorb our planned expenditures, we could experience
additional losses in future periods. These losses or fluctuations in
our operating results could cause the market value of our common stock
to decline.

We have not undertaken any market studies regarding the existence of a
market for our proposed services.
- -----------------------------------------------------------------------

In formulating our business plan, we have relied on the judgment
of our officers, directors and consultants. No formal independent
market studies concerning the demand for our proposed services have
been conducted, nor are any planned. An independent marketing study
was not commissioned.

We are highly dependent on our directors and management and the loss of
their services would detrimentally affect our ability to execute our
business plan.
- -----------------------------------------------------------------------

Our directors and management will encounter a significant
challenge in their efforts to expand the business and to manage our
growth effectively. There can be no assurance that management's
efforts will be successful, that management can manage our growth or
that the anticipated benefits of expansion will be fully realized. The
dedication of management resources to such efforts may detract
attention from our day-to-day business.

Our success depends to a significant degree upon the continued
contributions of our management team, particularly the efforts of
founding officers, Phillip W. Kilgore, Jeffrey A. Neal, and David A.
Goller. Our employees may voluntarily terminate their employment at
any time and no employment contracts are currently in place. This could
have a material adverse effect on our business, financial condition and
result of operations.

Success is also dependent on attracting and retaining qualified
management, marketing, sales executives and personnel. The process of
locating personnel with the combination of skills and attributes
required to carry out our strategies is often lengthy. There can be no
assurance that we will be successful in attracting and retaining such
executives and personnel. The loss of the services of key personnel,
or the inability to attract additional qualified personnel, could have
a material adverse effect on our results of operations, development
efforts and ability to expand.

We have arbitrarily determined the offering price. Accordingly the
price you pay may not accurately reflect the value of our common stock.
- ----------------------------------------------------------------------

We arbitrarily set the offering price of the common stock. We did
not retain any independent investment banking firm to assist in
determining the offering price. No market exists for our common stock
and there can be no assurance that a trading market will develop for
the common stock in the future. The offering price of the common stock
may not bear any relation to the actual value of the common stock.
Among the factors considered in determining the price were estimates of
our prospects, the background and capital contributions of our
Management and current conditions in the securities markets and the
consulting industry. There is, however, no relationship between the
offering price of the common stock and our assets, earnings, book value
or any other objective criteria of value. See "PLAN OF PLACEMENT."

We have a history of operating losses and limited funds.
- --------------------------------------------------------

We have a history of operating losses. If our business plan is
not fully executed as planned, we may continue to experience losses as
we continue to invest in our core businesses. Our current financial
resources are limited and are insufficient for execution and expansion
of our business plan. Our ability to execute our business model will
depend on our ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that such
financing will be obtained. Nor can we give any assurance that we will
generate substantial revenues or that our business operations will
prove to be profitable.

Our independent auditor has expressed doubts about our ability to
continue as a going concern.
- ------------------------------------------------------------------

We are a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. We are devoting
substantially all of our present efforts in establishing a new
business and, although planned principal operations have commenced, we
have not achieved any revenues. These factors raise substantial doubt
about our ability to continue as a going concern. Management's plans
regarding our ability to continue as a going concern are disclosed

in Note 1 to the financial statements. The consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

We will face intense competition and may not be able to compete effectively.
- ---------------------------------------------------------------------------

We will face intense competition for customers because the
consulting industry is highly competitive and is dominated by entities
that have significantly greater resources than we have. In addition,
the consulting industry is particularly affected by name recognition,
as firms contracting consultants typically select firms with which
they are familiar. As such, we may have a difficult time penetrating
the consulting market. Our anticipated future competitors also
consist of several well established domestic and foreign companies,
the substantial majority of which have significantly greater financial
resources than we do, longer operating histories, well established
reputations, and greater marketing, management and technical
resources. Accordingly, many of these anticipated future competitors
will have greater financial resources to devote to areas such as
advertising and marketing and consequently the cost of entry into the
consulting industry is higher than in many markets.

Full execution of our business plan requires that we raise additional funds.
- ----------------------------------------------------------------------------

Full implementation of our business plan requires that we raise
additional funds in the future. The timing of the need and the amount
needed will depend on our success at gaining clients. However, we may
not be able to obtain additional capital or generate sufficient
revenues to fund these operations. Our ability to grow and maximize
revenues will be dependent upon market and competitive conditions as
well as on our ability to effectively execute our strategy. All of
these factors can affect our ability to produce revenues and profits.

If additional funding is not obtained we could be forced to cease
or severely curtail operations. All funds may be expended and
investors would receive nothing if the contemplated subsequent funding
is not obtained. There is no assurance that such additional financing
will be available when required in order to proceed with our business
plan or that our ability to respond to competition or changes in the
market place or to exploit opportunities will not be limited by lack of
available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time
required, we will not be in a position to continue operations and the
purchasers of shares in this offering may lose their entire investment.

Our officers and directors are not required to continue as
shareholders and may not maintain an equity interest in the company.
- ----------------------------------------------------------------------

There is no requirement that our current or any of our future
officers and/or directors retain any of their shares of our common
stock. Accordingly, there is no assurance that all or any of our
officers and/or directors will continue to maintain an equity interest
in the company.

Our existing management has the voting power to greatly influence our
affairs and may make decisions that do not necessarily benefit all
shareholders equally.
- ----------------------------------------------------------------------

Our officers currently own 46.82% of the outstanding common stock.
Our Chairman and CEO, Phillip Kilgore, currently owns 22.84% of the our
outstanding common stock; Jeffrey A. Neal, President, currently owns
12.04% of our outstanding common stock; and David A. Goller, Vice
President, currently owns 11.94% of our outstanding common stock. This
gives the three officers and director 46.82% of the Common stock and
provides them the ability to greatly influence all of our activities.
Even if the maximum number of shares of common stock is sold, current
management will control approximately 27.39% of the voting stock,
which, may continue to be sufficient to elect all of our directors and
control our management, policies and operations.

You may not be able to buy or sell our stock at will and may lose your
entire investment.
- ----------------------------------------------------------------------

We are not listed on any stock exchange at this time. We hope
to become a bulletin board traded company. These are often known as
"penny stocks" and are subject to various regulations involving
certain disclosures to be given to you prior to the purchase of any
penny stocks. These disclosures require you to acknowledge you
understand the risk associated with buying penny stocks and that you
can absorb the entire loss of you investment. Penny stocks are low
priced securities that do not have a very high trading volume.
Consequently, the price of the stock is volatile and you may not be
able to buy or sell the stock when you want.

Future sales of our common stock may have a depressive effect upon its
price.
- ----------------------------------------------------------------------

All 7,051,025 of the currently outstanding shares of common stock
were issued at prices lower than the price of the shares of common
stock in this offering. With the exception of the shares of common
stock being registered in this Registration Statement for our selling
shareholders, these shares are "restricted securities" as that term is
defined by Rule 144 of the Securities Act, and in the future, may be
sold in compliance with Rule 144 or pursuant to an effective
registration statement. Rule 144 allows a person, subject to certain
requirements, who has beneficially owned restricted securities for a
period of one year to, every three months, sell in brokerage
transactions an amount that does not exceed the greater of (1) 1% of
the outstanding number of shares of a particular class of such
securities or (2) the average weekly trading volume in such securities
on all national exchanges and/or reported through the automated
quotation system of a registered securities association during the
four weeks prior to the filing of a notice of sale by a securities
holder. In the future, sales of presently restricted securities may
have an adverse effect on the market price of our common stock should
a public trading market develop for such shares.

Risks related to this offering:
- -------------------------------

Our shares are "Penny Stocks" which are subject to certain restrictions that
could adversely affect the liquidity of an investment in us.
- ----------------------------------------------------------------------------

Our shares are "penny stocks" within the definition of that term
contained in Rules 15g-1 through 15g-9 promulgated under the
Securities Exchange Act of 1934, as amended, which imposes sales
practices and disclosure requirements on certain broker-dealers who
engage in certain transactions involving penny stocks. These
additional sales practices and disclosure requirements could impede
the sale of our securities, including securities purchased herein, in
the secondary market. In addition, the liquidity for our securities
may be adversely affected, with related adverse effects on the price
of our securities.

Under the penny stock regulations, a broker-dealer selling penny
stocks to anyone other than an established customer or "accredited
investor" (generally, an individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together
with his or her spouse) must make a special suitability determination
for the purchaser and must receive the purchaser's written consent to
the transaction prior to the sale, unless the broker-dealer is
otherwise exempt. In addition, unless the broker-dealer or the
transaction is otherwise exempt, the penny stock regulations require
the broker-dealer to deliver, prior to any transaction involving a
penny stock, a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock. A broker-dealer is
also required to disclose commissions payable to the broker-dealer and
the Registered Representative and current quotations for the
securities. A broker-dealer is additionally required to send monthly
statements disclosing recent price information with respect to the
penny stock held in a customer's account and information with respect
to the limited market in penny stocks.

There has never been a market for our common stock and one may never develop.
- ----------------------------------------------------------------------------

Prior to this offering, there has been no public trading market
for our common stock and there can be no assurances that a public
trading market for the common stock will develop or, if developed,
will be sustained. Although we hope to be accepted for quotations on
the Over the Counter Bulletin Board, there can be no assurance that a
regular trading market will develop for the common stock offered
through this prospectus, or, if developed, that it will be maintained.

There is no assurance of future dividends being paid.
- -----------------------------------------------------

At this time we do not anticipate paying dividends in the future,
but instead plan to retain any earnings for use in the operation of
our business and to fund future growth. We are under no legal or
contractual obligation to declare or to pay dividends, and the timing
and amount of any future cash dividends and distributions is at the
discretion of our Board of Directors and will depend, among other
things, on our future after-tax earnings, operations, capital
requirements, borrowing capacity, financial condition and general
business conditions.

Risks associated with forward-looking statements.
- -------------------------------------------------

This prospectus contains certain forward-looking statements
regarding management's plans and objectives for future operations,
including plans and objectives relating to our planned marketing
efforts and future economic performance. The forward-looking
statements and associated risks set forth in this prospectus include or
relate to:

(1) our ability to obtain a meaningful degree of consumer
acceptance for our consulting services now and in the
future,
(2) our ability to market our consulting services at competitive
prices now and in the future,
(3) our ability to achieve brand-name recognition for our
consulting services now and in the future,
(4) our success in forecasting demand for our consulting
services now and in the future,
(5) our success in attracting qualified consultants to work for us,
(6) our ability to maintain pricing and thereby maintain
adequate profit margins,
(7) our ability to achieve adequate intellectual property
protection for proprietary consulting methodologies and
(8) our ability to obtain and retain sufficient capital for
future operations.

USE OF PROCEEDS

We will not receive any proceeds from the sale of securities
being offered by our selling shareholders.

Our proceeds from this offering will vary depending on how many
shares of our common stock we are able to sell. If we sell all shares
of common stock being registered in this offering, we will receive
gross proceeds of $500,000. Any and all proceeds received will be
used for sales and marketing, development of our network of consulting
professionals, working capital and general corporate purposes.
Working capital expenses include expenses for product development,
travel, communications, office supplies, rent and utilities, and other
ongoing selling, general and administrative expenses and we consider
general corporate purposes to be expenses such as those legal and
accounting expenses typically incurred in connection with being a
publicly traded company.

We expect to incur expenses of approximately $70,000 in
connection with the registration of the shares.

The table below shows how proceeds from this offering would be
used for scenarios where we sell various amounts of the shares and the
priority of the use of net proceeds in the event actual proceeds are
not sufficient to accomplish the uses set forth. While management has
developed the following estimates to the best of its ability, there
can be no assurance that we will spend the use of proceeds exactly as
laid out in the table.

Total shares offered 5,000,000 5,000,000 5,000,000 5,000,000
Percent of total shares offered 25% 50% 75% 100%
Shares sold 1,250,000 2,500,000 3,750,000 5,000,000

Gross proceeds from offering 125,000 250,000 375,000 500,000
Less: offering expenses 70,000 70,000 70,000 70,000
------------- ------------ ------------ ------------
Net proceeds from offering 55,000 180,000 305,000 430,000

Use of net proceeds
Sales & marketing 12,500 40,000 59,250 74,000
eCommerce expenses 4,750 11,000 17,250 23,500
Operating expenses 14,250 27,500 37,950 47,000
Network development (consultants) 12,350 27,500 41,400 51,700
Compensation to management 0 35,625 101,250 135,000
Equipment 1,000 2,500 3,900 4,400
Working capital 10,150 35,875 44,000 94,400

Total use of net proceeds 55,000 180,000 305,000 430,000
============ ============= ============ ============

It is possible that no proceeds may be raised from this offering.
It is also possible that some, but not all, of the 5,000,000 shares
offered will be sold. If fewer than all of the shares are sold, we may
ultimately need to modify our business plan and our plan of product
development and introduction of products into the market may be
delayed. There can be no assurance that any delay or modification

will not adversely affect our development and ultimately our chance of
success. If we require additional funds to develop our plan, such
funds may not be available on terms acceptable to us, or at all.

Any funds not used for the purposes indicated will be used for general
working capital. If less than the entire offering is received, funds
will be applied according to the priorities outlined above. For
example, if $85,000 is received, $70,000 will be used to pay for
offering expenses, after which $12,500 will be applied towards sales
and marketing expenses, and $1,500 will be used for eCommerce
expenses. If the net proceeds are less than $12,500, the entire
amount will be applied toward sales and marketing.

The amounts set forth above are estimates developed by our
management for allocation of net proceeds of this offering based upon
our current plans and prevailing economic and industry conditions and
assumes that we are able to sell the numbers of the shares set forth
in each column above. Although we do not currently contemplate
material changes in the proposed use of proceeds set forth above, to
the extent that our management finds that adjustments are required,
the amounts shown may be adjusted among the uses indicated above. Our
proposed use of proceeds is subject to changes in general, economic
and competitive conditions, timing and management discretion, each of
which may change the amount of proceeds expended for the purposes
intended. The proposed application of proceeds is also subject to
changes in market conditions and our financial condition in general.
Changes in general, economic, competitive and market conditions and
our financial condition would include, without limitation, the
occurrence of a national economic slowdown or recession, a significant
change in the business consulting industry and the environment in
which we operate, and/or regulatory changes in general. While our
management is not currently aware of the existence or pending threat
of any of the foregoing reasons, we provide you no assurance that one
or more of such events will not occur.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no market for our common
stock. The offering price of the shares was arbitrarily determined and
bears no relationship to assets, book value, net worth, earnings,
actual results of operations, or any other established investment
criteria. Among the factors considered in determining the price were
our historical sales levels, estimates of our prospects, the
background and capital contributions of management, the degree of
control which the current shareholders desired to retain, current
conditions of the securities markets and other information.

DIVIDEND POLICY

It is our present policy not to pay cash dividends and to retain
future earnings for use in the operations of the business and to fund
future growth. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings,
financial condition, capital requirements and other factors that the
Board of Directors may think are relevant.

DILUTION

Net tangible book value per share represents the amount of our
total tangible assets less total liabilities, divided by the total
number of shares of common stock outstanding. Our net tangible book
value as of February 15, 2002 was $40,529, or $0.0057 per share of
common stock. Dilution per share represents the difference between the
offering price of $0.10 per share and the net tangible book value per
share of common stock, as adjusted, immediately after this offering.

After giving effect to the completion of the offering and after
deducting offering expenses estimated to be $70,000, our pro forma net
tangible book value will be $470,529, or $0.0390 per share. This
represents an immediate increase in pro forma net tangible book value
of $0.0333 per share to existing stockholders and an immediate
dilution of $0.0610 per share, or approximately 60.96% of the offering
price, to investors purchasing shares of common stock in the offering.

Public offering Price per share $ 0.10
Net Tangible Book Value per share before offering $ .00576
Increase Per Share attributable to sale of these shares $ 0.0333
Pro-Forma Net Tangible Book Value after offering $ 0.039
Dilution per share to Public Investors $ 0.0610

The following table summarizes as of February 15, 2002, the
number of shares purchased as a percentage of our total outstanding
shares, the aggregate amount paid for such shares, the aggregate
amount paid figured as a percentage of the total amount paid, and the
average amount paid per share for such shares. For purposes of this
table, the sale to the public of these shares, is assumed to have
taken place on February 15, 2002.

Shares Purchased Total Consideration Paid Average Price
Number Percent Amount Percent per Share
----------- ------- --------- ------- ---------

Existing Shareholders 7,051,025 58.51% $ 35,000 6.54% $0.005
New Investors 5,000,000 41.49% $ 500,000 93.46% $0.10
----------- ------- --------- ------- ---------

Total 12,051,025 100.0% $ 535,000 100.0% $0.044

The following table sets forth the estimated net tangible book
value ("NTBV") per share after the offering and the dilution to
persons purchasing shares based upon various levels of sales of the
shares being achieved:

Shares outstanding prior to offering 7,051,025

Total shares offered 5,000,000 5,000,000 5,000,000 5,000,000
Shares sold 1,250,000 2,500,000 3,750,000 5,000,000
Public offering price $0.10 $0.10 $0.10 $0.10

Per share increase attributable to
new investors $0.0058 $0.0173 $0.0262 $0.0333
Net tangible book value per share
prior to offering $0.0057 $0.0057 $0.0057 $0.0057
------- ------- ------- -------
Post offering pro forma NTBV/share $0.0115 $0.0231 $0.0320 $0.0390
Dilution to new investors $0.0885 $0.0769 $0.0680 $0.0610
Percent of dilution of the offering price 88.49% 76.91% 68.01% 60.96%

MANAGEMENT'S PLAN OF OPERATIONS

Results and Plan of Operations
- ------------------------------

For the period from inception through December 31, 2001 no
revenue was generated or anticipated by management's forecast.
Management planned on its first revenue generating project by the
first quarter of 2002. The Company performed start-up business
consulting services to Aspin Incorporated in February and booked
$3,000 worth of accounts receivable income. Management believes it
will collect this revenue by April 15, 2002. Management is also
currently working on securing two other customers that would generate
revenue for the Company by June 1, 2002. We wish to remind investors
that there can be no assurance that the Company will successfully
obtain these customer contracts.

We incurred expenses from inception to February 15, 2002 of
$254,648, and during the year ending December 31, 2001 we incurred
expenses of $234,940. These expenses have been financed exclusively
through receipts from equity subscriptions and through the issuance of
restricted shares of our common stock and contributed services by our
offices. Our loss per share for the year ending December 31, 2001 was
$(0.05).

Management believes that, even though our auditors have expressed
substantial doubt about our ability to continue as a going concern,
due to our low burn rate and the cooperation of our management in
deferring salaries, even if we are unsuccessful in selling any of the
shares of common stock offered by this prospectus, assuming that we do
not commence our anticipated operations, we will be able to satisfy
our cash requirements for at least the next 12 months. Fully
executing our business plan, however, will significantly change our
cash needs and monthly burn rate and we will not be able to begin such
execution until we have raised at least $250,000 in gross proceeds.

We do not anticipate that there will be any significant changes
in the number of employees or expenditures from what is discussed in
this prospectus. There can be no assurance, however, that conditions
will not change forcing us to make changes to any of our plan of
operations or business strategies.

Liquidity and Capital Resources
- -------------------------------

At this time we do not have any significant current liabilities.
Our business expansion will require significant capital resources that
may be funded through the issuance of notes payable or other debt
arrangements that may affect our debt structure.

To date we have spent a total of $403 in general operating
expenses and expenses associated with monthly operations and securing
the company's first customer. These expenses included communications,
rent and other general and administrative costs. We raised the
amounts used in these activities from a Regulation D offering in which
we raised $35,000.

To date, we have managed to keep our monthly burn rate under an
estimated $800 per month for two reasons. First, our officers have
agreed to defer their salaries until the earlier of June 1, 2003 or
until we have raised a minimum of $250,000 in gross proceeds from this
offering. Second, we have been able to keep our operating expenses to
a minimum by operating in space owned by our sole officer and are only
paying the direct expenses associated with our business operations.

Given our low monthly burn rate and the agreement of our
officers, management believes that, even though our auditors have
expressed substantial doubt about our ability to continue as a going
concern, and assuming that we do not fully commence our anticipated
operations it has sufficient financial resources to meet its
obligations for at least the next twelve months.

In the first stage of our business plan which management has
estimated will be from June 2002 through December 2002, we will need
cash for marketing to secure customer contracts, travel to meet with
prospective clients and communications. The most important milestone
will be securing five consulting projects that collectively total
$25,000 because management believes that these revenues would cover
the cost of doing business in this first stage since management will
continue to defer its salaries. The next important milestone would be
to secure and perform on a consulting contract worth at least $50,000,
which management believes it could then utilize as a success story to
market the company as a provider of high quality consulting services.
There can be no assurance that we will successfully reach either of
these benchmarks.

In the next stage of business, our main cash need will be for
expenses relating to growth, such as hiring additional staff that are
experienced in providing consulting services for emerging companies,
moving into larger office space and increased expenses associated with
performing consulting contracts. Management expects this stage to
start January 2003 and last through December 2003. We anticipate that
during this stage, in order to fully execute our business plan, we
would need to spend a minimum of $150,000 on growth or expansion
related expenses. The most important milestone during this stage will
be breaking into the larger contract management consulting market by
securing a $100,000 contract. Such a contract is important for its
prestige value, as contracts of this size (and larger) are extremely
competitive, and securing one would be a significant stamp of
validation upon the company's consulting services. There can be no
assurance that the Company will meet this objective.

We hope to raise funds through this offering. If we are unable
to raise the needed funds through this offering we will seek
alternative financing through means such as borrowings from
institutions or private individuals. There can be no assurance that
we will be able to keep costs from being more than these estimated
amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that
we will seek additional financing in the future.

However, we may not be able to obtain additional capital or
generate sufficient revenues to fund our operations. If we are
unsuccessful at raising sufficient funds, for whatever reason, to fund
our operations, management believes it can continue seeking
opportunities in the business consulting industry that require less
capital. An example of such an opportunity would be securing a

consulting contract and then subcontracting the project to other
consultants to perform on the contract. If no alternative financing
can be found and management is unable to identify and capitalize on
opportunities in the business consulting industry, we may be forced to
seek a buyer for our business or another entity with which we could
create a joint venture. If all of these alternatives fail, we expect
that we will be required to seek protection from creditors under
applicable bankruptcy laws. Our independent auditor has expressed
substantial doubt about our ability to continue as a going concern and
believes that our ability is dependent on our ability to implement our
business plan, raise capital and generate revenues. See Note 1 of our
financial statements.

Uncertainties
- -------------

There is intense competition in the consulting industry with
other companies that are much larger and both national and
international in scope and which have greater financial resources than
we have. At present, we require additional capital to make our full
entrance into the consulting industry.
Forward Looking Statements
Certain statements in this report are forward-looking statements
within the meaning of the federal securities laws. Although we believe
that the expectations reflected in our forward-looking statements are
based on reasonable assumptions, there are risks and uncertainties
that may cause actual results to differ materially from expectations.
These risks and uncertainties are discussed in the preceding pages and
elsewhere in this prospectus (see "Risk Factors")..

Recent Accounting Pronouncements

SFAS No. 141, "Business Combinations", establishes financial
accounting and reporting standards for business combinations and
supercedes APB Opinion No. 16, "Business Combinations" and SFAS No.
38, "Accounting for Preacquisition Contingencies of Purchased
Enterprises". All business combinations in the scope of SFAS No. 141
are to be accounted for using the purchase method of accounting.
Adoption of SFAS No. 141 is not expected to have a material effect on
the Company, inasmuch as we have historically not participated in any
business combinations.

SFAS No. 142, "Goodwill and Other Intangible Assets", establishes
financial accounting and reporting standards for acquired goodwill and
other intangible assets and supercedes APB Opinion No. 17, "Intangible
Assets". SFAS No. 142 establishes standards as to how intangible
assets that are acquired (but not acquired in a business combination)
should be accounted for in financial statements upon their
acquisition. In addition, SFAS No. 142 establishes standards how
goodwill and other intangible assets should be accounted for after
they have been initially recognized in the financial statements.
Adoption of SFAS No. 142 is not expected to have a material effect on

the Company, inasmuch as we have historically not had a material
amount of intangible assets and no goodwill recorded in the financial
statements.

Statement No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" supercedes Statement No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("SFAS 121"). Though it retains the basic requirements
of SFAS 121 regarding when and how to measure an impairment loss, SFAS
144 provides additional implementation guidance. SFAS 144 excludes
goodwill and intangibles not being amortized among other exclusions.
SFAS 144 also supercedes the provisions of APB 30, "Reporting the
Results of Operations," pertaining to discontinued operations.
Separate reporting of a discontinued operation is still required, but
SFAS 144 expands the presentation to include a component of an entity,
rather than strictly a business segment as defined in SFAS 131,
Disclosures about Segments of an Enterprise and Related Information.
SFAS 144 also eliminates the current exemption to consolidation when
control over a subsidiary is likely to be temporary. This statement
is effective for all fiscal years beginning after December 15, 2001.
The Company believes that the future implementation of SFAS 144 on
January 1, 2002 will not have a material effect on the Company's
financial position, results of operations or liquidity.

BUSINESS

DESCRIPTION OF BUSINESS

General

Lexington Barron Technologies, Inc. was formed on August 23, 2000
and is authorized to issue 20,000,000 shares of common stock and
5,000,000 shares of preferred stock. As of the date of this
memorandum, 7,051,025 shares are issued and outstanding and no shares
of preferred stock are issued and outstanding.

Background
- ----------

The recent significant increase in technology start-up companies
and in-home businesses has created a substantial demand for micro-
level management consulting particularly in the United States. With
the increase in such issues as deregulation, privatization and market
complexities, the consulting industry has experienced a boom since
1997. In addition, companies are finding new ways to define and
combine jobs as well as cut costs by outsourcing to consulting
companies. However, because many of the well-established consulting
firms tend to deal with large organizations, a gap in services is
evident at the start-up level. This gap has in turn created a demand
for management consulting service for start-up companies and smaller
businesses. We were founded to address the specific needs of smaller
companies and startup organizations by providing a broad range of
consulting and advisory services, ranging from market research and
analysis to business plan and systems development to financial
consulting.

The Facets of Service

Market Research and Analysis

We provide market research and analysis services for start-up
firms. These services serve as an entry point for clients, where we
can deliver an easy to understand view of the marketplace as well as
key customer segments specific to the client's desired
characteristics. Additionally, this point of entry enables us to have
a screening process whereby we can thoroughly analyze the client to
determine if it is a viable candidate that warrants further
involvement. Furthermore, the process is at least a break-even
mechanism, as we generate revenues from our services even in cases
that we determine do not merit further participation.

Upon analysis, we provide feedback to the client in the form of a
report, a formal presentation, and/or a one-to-one consultation,
depending on the client's needs. We are able to provide our clients
with quality data, useful interpretations of that data, and focused
strategies based upon the results of that data. Our expertise enables
clients to outsource this critical business function and receive
results in a timely manner, saving the client time and money.

Examples of this type of research and analysis include the following:

- Analysis of capital markets

- International market entry strategy
- Capital budgeting
- Taxation planning
- Corporate structuring
- Management of information systems
- Strategic and financial planning

Business Plan Development

Business plan development requires significantly more input and
cooperation from the client for the purpose of producing the most
accurate and useful business plan for their organization. This service
provides not only market research and analysis, but also economic
analysis and preliminary rounds of company valuation. The output of
this process is a 360-degree analysis of the company that results in
an operational framework, 3 to 5 year strategy and projected timeline,
which all together provide the client with an outline of the
procedural aspects of starting and growing the business. More
importantly, at the end of this stage, the client not only has a
focused and specific plan but a selling piece that it can utilize to
attract investors or communicate its goal.

In this business plan development process, we typically cover
product design, sales and marketing strategies and systems, financial
analysis and projections, logistics, and a plan of operation that is
ready for implementation. Through this intense process, we are
usually able to identify any key resources and competitive or
sustainable advantages of the organization. Most importantly, we then
provide a recommended method of how to best leverage those critical
success factors, a component that most start-up companies and small
businesses overlook.

In addition to the services mentioned above, the following
provide a sampling of topics that we often address when we conduct
business plan development services:

- Economic analysis of industry and market
- Development of strategic plans, acquisition plans, and industry
forecasts
- Cost/benefit analyses with regard to investment, financing, and
dividend decisions
- Investment performance, rate of return analysis and diversion of
corporate assets
- Market risk analysis which includes events such as the effects of
government regulation, governmental expropriation, competitor
transactions, or technology change
- Intercompany and intracompany transfer pricing for tangible and
intangible assets
- Royalty rate and licensing analysis of intangible assets and
intellectual properties
- Remaining useful life analysis for tangible and intangible assets
- Development of merger acquisition strategies and criteria
- Identification and assessment of merger acquisition candidates
- Due diligence analysis of individual targets
- Financing - debt versus equity and an appropriate capital
structure
- Negotiation of deal pricing, terms, and conditions
- Deal structuring and securities design
- Structuring equity allocation

- Structuring transactions to comply with IRS or other regulatory
authorities
- Refinancing and restructuring of current debt
- Valuation of stock options, warrants, and grants

Systems Development and Organizational Growth

Systems development is the most complex and demanding service we
offer. This service is designed to be a fix-it approach to a start-up
that already has a business plan developed. Typically, small
businesses or start-ups reach a point we call "the leap of faith
period", where the business has shown that its product or service has
generated interest and that its business model is viable. To grow
beyond this point, however, often requires additional financing or an
assessment of the systems that are in place. In most cases,
businesses that are at this point are unable to obtain this on their
own. It is at this point that businesses come to us to obtain
analysis of their operational systems and their plan for growth.

We conduct an internal analysis of the current system or systems
that are at capacity or are not performing to the desired level. This
process requires a significant amount of interaction between the
start-up client and our agent in order to understand the business,
identify the current systems and why they are being used. As a
result, we expect to generate the most revenue under this category of
service.

An analysis of the systems and the strategies surrounding those
systems is then done in order to measure performance quality and
strategic accuracy. We refer to this process as "corporate
chiropractic servicing", where we check to see what systems and
strategies are out of alignment. At this point, we also examine the
client's benchmarks to ensure that the client has established
appropriate performance measurement criteria and goals. An adjustment
or replacement of appropriate systems and strategies is then developed
in order to "realign" the client's objectives and performance.

Once the client has had a full analysis of its systems and
strategies, alternatives for growth can then be examined. We then
walk the client through the most viable alternatives, and together,
develop a recommended action plan that can be supported by our
resources, capabilities and identified strategic partnerships.
Continuous communication with the client helps to facilitate this
process, and upon completion, the client has a viable action plan that
is customized to the client's specific needs and market conditions.

Market Segmentation and Sales Strategy

The small business and start-up consulting market can be divided into
three distinct categories of customers:

Entrepreneurs with an idea and no business
Start-ups in need of assistance with corporate structuring and
launching the business
Young businesses that require assistance to reach the next level

The first two categories rarely receive consulting services from firms
because few have the capital to pay for consulting services and they
also tend to be very risky projects. The third category may receive
consulting services, but few companies target this segment. Because
we have a low cost structure, we can target businesses in the second
and third segments, and will focus primarily on businesses that fall
within the third category.

Our founders have significant contacts in Colorado Springs and Denver,
where we will initially focus our efforts. Our President and Vice
President of Marketing will be responsible for direct consultative
selling to potential clients. We are positioned to receive multiple
referrals from accountants, business lawyers and small business
incubators. Additionally, we will utilize our website as a resource
page for start-up companies and small businesses to generate both name
brand recognition and credibility. Potential clients will able to
"interview" us via our website, as well as review case studies of our
successes.

Our understanding of small business challenges and the dynamics of
growing a start-up comes from management's experience in the banking,
accounting and consulting industries.

Promotion Strategy

The Promotion Strategy will focus on identifying the types of
interface opportunities that are available to reach start-up
entrepreneurs in order to deliver our message. We believe
entrepreneurs and small businesses will respond to the message:

"You don't have to have all the capabilities yourself. You can rent
them!"

We will advertise in specialized trade magazines including
printed matter as well as websites dedicated to relevant content. The
strategy is to point the digital promotion strategy towards start-ups
seeking information on how to build a company. This is a quality
approach to promotion rather than the more traditional large-scale
approach. The advertising will provide a link to our website where
the prospect can review our qualifications, our case study/success
page, and register to be interviewed for a consultation. For clients
that are further along in the process and or long time business
partners, the website will provide secure access to business
information specific to the start-up industry and will serve as a
small business forum.

We will focus our business development, sales and marketing
efforts on clients who have solid management teams, products that are
appropriate to market conditions, and viable business models. Within
the framework of establishing a geographically concentrated client
base, the following strategy will be undertaken utilizing a portion of
the proceeds from this offering:

Develop and implement a direct mail campaign targeting small business
owners and entrepreneurs as part of an overall sales plan

Develop a website capable of demonstrating our services and
stimulating qualified sales leads

Utilize promotional activities such as press releases, case histories
and articles in relevant trade publications.

Attend trade shows, seminars and conferences to present our services

Place advertisements in journals to develop brand awareness

Pricing

Our pricing schedule is a simple model based on the anticipated
number of hours required to deliver the desired service and the
complexity of the required resource. The cost of the job will vary
from client to client and will also depend on the cost of the
resources required to produce the final deliverable. For example, we
expect to have the following price schedule:

Description of Service Fees (per hour)
Market research $60.00
Business plan development $75.00
Strategy development $100.00
Financial modeling and forecasting $125.00
Pre-IPO and IPO consulting $150.00 and higher

In cases we deem appropriate, we will accept equity stakes in the
client as a form of payment for services rendered. This is an
extremely important area of leverage for us because it provides the
opportunity for the client to still be serviced despite any cash flow
problems at the time of negotiation or payment. An equity stake in
the start-up also buttresses the notion of the dedicated best effort
we will deliver to the client. From the opposite perspective, this
channel of payment creates the opportunity for us to grow much more
quickly because of ownership stakes in multiple start-ups.

A second source of revenue is the residual Networkers fee. This
is an opportunity for the client to join the community of start-ups
and other businesses in a network format to be continued on an annual
fee basis. The annual fee will depend on the size of the member, and
will be reviewed annually. Initially the fee will not be considered a
significant source of revenue. As our client base grows, however,
annual fees could represent a significant portion of revenues. The
average annual fee is estimated to be $350 year. The benefits to the
members are that they have immediate access to follow-up service with
us for quick questions and answers. Secondly, the Networkers
community provides ample opportunity for former clients and other
members to develop business relationships for future growth in their
respective businesses, thus fostering a forum for entrepreneurs and
start-ups.

Customers

The primary customer base will be start-up companies and small
businesses that need assistance with the development and management of
their growth. While this will be our focus, we expect to secure
contracts with some small to medium sized enterprises. Management
believes that it can obtain 5 main clients in its first year, 8
clients in its second year and 12 clients in its third year.

The Networkers members will be considered key customers of the past and a
source of future business as well.

Competitive Environment

During the late 1980's and throughout the 1990's, the consulting
industry exploded as technology advances and a changing global market
created demand for qualified business advice. With companies turning
to consulting firms in unprecedented numbers, the consulting industry
became intensely competitive as the market became flooded with
consulting firms. The high demand coupled with the need for fast
solutions resulted in a proliferation of cookie-cutter style
consulting solutions. In fact, through the use of strategic alliances
with high-technology giants such as IBM, SAP, Oracle, HP, and Cisco
Systems, many consulting companies essentially became sales networks
for high-technology solutions.

In the last couple of years, the industry has seen a resurgence
of consulting firms that are branding them as "fresh" and
"innovative", in a backlash against the cookie-cutter style consulting
solutions. The industry is now recognizing that the explosion of
consultants has left an unserved market, primarily start-ups and small
businesses that were overlooked in the rush to secure large accounts
with multi-million dollar corporations.

Venture capital firms are the main ones that have traditionally
served start-ups and small businesses with consulting services. We
believe that the main competitive threat for our niche market of
consulting for start-up companies is the venture capital community.
Due to its primary role of financing start-up operations, venture
capitalists have had to provide consulting services in order to
strengthen their client's prospects.

However, most venture capitalists are reluctant to offer
consulting services to companies they do not envision financing.
Therefore, the pool of businesses receiving consulting services from
venture capitalists is very small. Nevertheless, venture capitalists
overlap significantly with us with regard to target market and
services provided.

As of 1998 there were over 44,900 consulting service firms in the
United States. The domestic market has seen a shift in this service
to a technology based and strategic focused approach to consulting and
the firms are concentrating on the entire business process. Today,
technology planning, strategic services and enterprise consulting
represent 35 percent, 20 percent and 15 percent respectively of the
worldwide consulting spending<F1>. Currently there are six dominant
Management Consulting Companies in the US and hundreds of smaller
ones. The continuous advancements in technology and the individual
needs of companies will shape the ways in which consultants serve
their clients throughout the next decade.

There are a plethora of companies providing business plan
consulting services for start-ups with the main objective being
attracting investors. Most small business sites are non-profit
organizations that provide entrepreneurs and small businesses with
links and resources. Following these links leads to few companies
that actually focus on serving all needs of start-ups and small
businesses.
- ---------------------------
<FN>
<F1>

1 http://www.cob.ohio-state.edu/~fin/jobs/mco/trend.htm
-----------------------------------------------------
</FN>

We have identified three main significant competitors in our
targeted area of initial penetration. While it seems to offer
packaged solutions primarily through its website<F2>, MindSpringBiz is
catering to the same targeted customers as us. Another direct
competitor we have identified is iEmploy.com, which provides resources
to help startups and small businesses - ranging from human resources
outsourcing to venture capital to valuation strategies.<F3> The other
direct competitor is Laurel Ventures, which is based in Menlo Park,
although its services are heavily biased towards technology start-ups.<F4>

General

We estimate that there are more than 250,000 consultants in the
U.S. and the consulting industry has been on a sustained growth curve
for well over a decade. In fact, it is estimated that total
management consulting revenues worldwide hit $89 billion in 1998 and
are growing at over 20% per year.<F5> While many of the world's largest
consulting firms are growing even faster than the market, consulting
remains a fragmented business where thousands of small specialty firms
prosper.

Even though there are thousands of consulting organizations
across the country, these firms can be tough to measure because most
are privately held. In addition, almost all work directly with other
businesses rather than with your average consumer, meaning they tend
to be intensely private about the names of the clients they work with
and the actual work they do. Analysts typically divide the industry
into six different categories: the industry elite, the Big Five,
boutiques, information technology (IT) consultancies, human resources
specialists, and the independents. According to wetfeet.com, most
consultant firms in the industry can be put into one or more of these
six different categories.<F6>

Industry Elite
Companies in this category provide cutting-edge strategy and
operations advice to the top management of large corporations.
Players in this group include Arthur D. Little, A.T. Kearney, Bain &
Co., Booz-Allen & Hamilton, The Boston Consulting Group, McKinsey &
Co., Mercer Management Consulting, and Monitor Co.

Big Five
This category refers to the consulting operations of the Big Five
accounting firms. Although these firms provide some of the same
strategy and operations advice as the elite, they tend to put a
stronger emphasis on implementation work, particularly in the IT
world. The players are Andersen Consulting , Deloitte Consulting (part
of Deloitte & Touche), Ernst & Young, KPMG, and
PricewaterhouseCoopers.
- ----------------------------------

<FN>
<F2>
2 http://business.mindspring.com/
- ----------------------------------
<F3>
3 http://www.startupuniversity.com/seminars/index.html
- -------------------------------------------------------
<F4>
4 http://sites.netscape.net/laurelventures/homepage
- ----------------------------------------------------
<F5>
5 http://www.consultingcentral.com/career/background.html
- ----------------------------------------------------------
<F6>
6 http://www.wetfeet.com/industries/quicks/consulting-online.asp
- -----------------------------------------------------------------
</FN>

Boutique
Firms in this category specialize along industry or functional lines.
Although often smaller, these firms may have top reputations and do
the same operations and strategy work the elite firms do, but with
more of an industry focus. Representative players include: Advisory
Board Company and APM (health care), Corporate Executive Board (cross-
company research), CSC Planmetrics (energy and utility industry),
Cluster Consulting (telecommunications and the internet), Marakon
Associates (strategy), Mitchell Madison Group (financial and
strategy), Oliver Wyman (financial services), Oxford Associates
(sales), PRTM (high-tech operations), Strategic Decisions Group
(decision analysis), Roland Berger & Partners (strategy and
operations), and Vertex Partners (strategy).

IT
Information technology specialists constitute one of the fastest-
growing sectors of the consulting world, although this sector's growth
isn't quite as meteoric as that of strategy consulting, according to
Kennedy Information Group. IT firms provide advice, implementation,
and programming work on issues related to computer systems,
telecommunications, and the Internet. Representative players include
American Management Systems, Computer Sciences Corp., Diamond
Technology Partners, EDS, IBM, Mondial, and the Big Five firms.

Human Resources
This area of consulting focuses on personnel issues such as employee
management and evaluation systems, payroll and compensation programs,
pensions, and other benefits programs. Representative firms include
The Hay Group, Hewitt Associates, William M. Mercer, Sibson & Co.,
Towers Perrin, and Watson Wyatt Worldwide. In addition, several of the
Big Five firms have practices devoted to this area.

Independents
This category describes "one-man or one-woman" shops, which far
outnumber the larger firms with 45 percent of all consultants
classifying themselves as independents. They typically have some sort
of industry or functional specialty and get hired on a project basis.

Analysts predict that the next few years will be boom years for
consultants, as the profession has a fertile, creative base with
thousands of small and large firms offering rich expertise in
specialized areas. As eCommerce continues to grow, technology demand
for consulting promises to be a large area of growth. While analysts
expect large consulting groups to jockey for position in serving the
world's major corporations, there is little being mentioned about the
increasing need for consulting services for start-ups and small
businesses.

Research and Development

We have not conducted any research and development activities,
nor do we expect to do so in the near future. No funds are set aside
in this offering to provide for research and development.

Government Regulation

There are no federal, state and local government regulations that
directly apply to us, nor is there a need for governmental approval to
provide our services. Government regulation is not expected in the
future, but should it occur, it could possibly affect our provision of
services.

MANAGEMENT

A list of the current officers and directors appears below. Our
directors are elected annually by the shareholders and do not
presently receive any fees or other remuneration for their services,
although they are reimbursed for expenses associated with attending
meetings of the Board of Directors. Our officers are elected by the
Board of Directors.

Phillip Kilgore. Founder, Chairman and Interim Chief Executive
Officer, (Age 39). Mr. Kilgore has served as our Chairman and Chief
Executive Officer since inception. From 1993 to 2000, Mr. Kilgore
worked with Honeywell Technology Solutions. He held positions with
Honeywell as a Quality Manager and System Security Engineer. From
1984 to 1992, Mr. Kilgore was a Criminal Investigator with the US Air
Force. Prior to that he was a communications Electronics Officer for
the Air Force.

His wealth of experience will help us to expand our systems
development and organizational growth consulting services division.
As a Quality Manager and systems engineer, Mr. Kilgore is an expert in
systems, processes and procedures that give a company a competitive
edge.

Mr. Kilgore has a Bachelor of Science in History from the US Air Force
Academy. Mr. Kilgore has earned numerous awards and certificates
including the following: Software Quality Engineering Course, 2001;
member of the American Society for Quality; ISO 9000 Lead Auditor and
Internal Auditor Training Courses; AlliedSignal Process Management
Course; AlliedSignal Total Quality Facilitator and Examiner Course;
and the United States Air Force Basic Investigator's Course.

David A. Goller, Executive Vice President, (Age 46). Mr. Goller has
served as the Executive Vice President of the Company since inception.
Before Lexington Barron Technologies, Mr. Goller worked for Honeywell
Technical Solutions (formerly Allied Signal) as the Information
Systems Manager. In 1995, Honeywell promoted him to a Senior
Executive Manager.

Mr. Goller's significant business background and training will help
the Company to provide clients expertise in management consulting.
His experience as an information systems manager helps to integrate
business strategy with technology solutions that optimize a company's
performance and efficiency.

Mr. Goller has a Bachelor of Science in Political Science from the
University of Indianapolis. Mr. Goller completed a Masters degree in
Management and Supervision in 1982 and earned a Masters of Business
Administration in 2000.

Jeffrey A. Neal, Vice President, (Age 46). Mr. Neal has served as
the Company's Vice President. From 1993 to 2000, Mr. Neal worked with
Honeywell Technology Solutions. He held positions with Honeywell as a
Quality Auditor and ISO 9000 Coordinator.

Mr. Neal's experience and training in human resource management and
quality assurance will help the company to provide clients with
organizational structuring and efficiency consulting. Mr. Neal has a
Bachelor of Science in Psychology from Indiana University. Mr. Neal
completed a Masters degree in Human Resources in 1986.

All directors hold office until the next meeting of shareholders
or until their successors are elected and have qualified. The
executive officers of the Company serve at the discretion of the board
of Directors.

EXECUTIVE COMPENSATION
- ----------------------

Employment and Consulting Agreements

We have no employment or consulting agreements in place at this time.

Summary Compensation Table

The following table sets forth the total compensation paid to or
accrued for the year ended December 31, 2001 to our principal
executive officer and the individuals who we anticipate will be our
two other most highly compensated officers. To date, no officers have
received any compensation.

Annual Compensation

Name and Other Restricted Securities
Principal Annual Stock Underlying LTIP All other
Position Year Salary Bonus Compensation Awards Options Payouts Compensation
- ----------------------------------------------------------------------------------------------------

Phillip Kilgore 2000 $0 0 0 0 0 0 0
Chairman and 2001 $0 0 0 0 0 0 0
Interim CEO

David A.Goller 2000 $0 0 0 0 0 0 0
Executive Vice 2001 $0 0 0 0 0 0 0
President

Jeffrey A. Neal, 2000 $0 0 0 0 0 0 0
Vice President 2001 $0 0 0 0 0 0 0

Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past fiscal year.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this prospectus and as
adjusted to reflect the sale of all shares which may potentially be
sold in connection with this registration statement, by (i) those
shareholders known to be the beneficial owners of more than five
percent of the voting power of our outstanding capital stock, (ii)
each director, and (iii) all executive officers and directors as a
group:

Number of Percent Number of
Shares Owned Owned Shares Owned Percent
Name and Address of Before Before After After
Beneficial Owner Offering Offering Offering Offering<F1>
- ------------------- ------------- ----------- ----------- ---------

Phillip Kilgore 1,610,475 22.84% 1,610,475 13.36%
Jeffrey Neale 848,955 12.04% 848,955 7.04%
David Goller 841,595 11.94% 841,595 6.98%

All Directors and Officers as
A Group (3 persons) 3,301,025 46.82 3,301,025 27.39%

_____________
<FN>
<F1>
(1) Assumes the sale of all shares offered hereunder.
</FN>

SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
ownership of our common stock by selling shareholders as of April 11,
2002. Unless otherwise indicated, none of the selling shareholders
has or had a position, office or other material relationship with us
within the past three years.

Ownership of Ownership of
common stock Number of common stock
Prior to Offering Shares offered After Offering
Selling Shareholder Shares<F1> Percent Hereby Shares Percent
- ----------------------------------------------------------------------------------------------------

Jamie Luis Perez Marquez 750,000 10.64% 750,000 0 *
Graciela Ballersteros DeColomer 1,250,000 17.73% 1,250,000 0 *
Ruben Garduno 625,000 8.86% 625,000 0 *
Jim Dodrill<F2> 250,000 3.55% 250,000 0 *
Camilla Edblem 50,000 * 50,000 0 *
Darren Woosley 25,000 * 25,000 0 *
Derek Bannister 25,000 * 25,000 0 *
Eric Majors 50,000 * 50,000 0 *
Ernesto Angel 25,000 * 25,000 0 *
Gary Killian 12,500 * 12,500 0 *
Brent Madison 25,000 * 25,000 0 *
Chuck Fishel 50,000 * 50,000 0 *
David Lirette 12,500 * 12,500 0 *
Dennis Davis 50,000 * 50,000 0 *
George McDaniel 25,000 * 25,000 0 *
Jesus Romero 25,000 * 25,000 0 *
Joshua Wolcott 25,000 * 25,000 0 *
Kerri Wolcott 25,000 * 25,000 0 *
Kim Arel 25,000 * 25,000 0 *
Marcy Richfield 12,500 * 12,500 0 *
Monte J. Diede 25,000 * 25,000 0 *
Nathan Enger 25,000 * 25,000 0 *
Nolen G. Brown 25,000 * 25,000 0 *
Pamela Parris 12,500 * 12,500 0 *
Peter Contreras 25,000 * 25,000 0 *
Richard Estrada 25,000 * 25,000 0 *
Rosiland McDaniel 25,000 * 25,000 0 *
Sarah McDaniel 25,000 * 25,000 0 *
Steve Goller 12,500 * 12,500 0 *
Steve Wernli 12,500 * 12,500 0 *
Troy Lynette 25,000 * 25,000 0 *
Iris Silva 25,000 * 25,000 0 *
Susan Scotland 25,000 * 25,000 0 *
Fone Likitkorn 12,500 * 12,500 0 *

Total 3,750,000

* Indicates less than 1%
<FN>
<F1>
1) Assumes that all shares are sold pursuant to this offering and that
no other shares of common stock are acquired or disposed of by the
selling shareholders prior to the termination of this offering.
Because the selling shareholders may sell all, some or none of their
shares or may acquire or dispose of other shares of common stock, no
reliable estimate can be made of the aggregate number of shares that
will be sold pursuant to this offering or the number or percentage
of shares of common stock that each shareholder will own upon
completion of this offering.
<F2>
2) Mr. Dodrill is the president of The Law Office of James G. Dodrill
II, PA, which serves as our legal counsel
</FN>

CERTAIN TRANSACTIONS

In January 2001, we issued to our three founders a total of
3,301,025 shares of our common stock in exchange for expenses paid on
behalf of the company in the amount of $1,683 and equipment purchased
for the Company in the amount of $4,919. On the transaction date, the
Company's common stock had no reliable market value. The shares issued
were valued by the amount of reimbursement at $.002 per share.

During January 2002, the Company conducted a private placement
offering whereby it sold 875,000 shares of its no par value common
stock for $.04 per share pursuant to an exemption from registration
claimed under sections 3(b) and 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. The
shares were sold through the Company's officers and directors. The
Company received proceeds in the amount of $35,000 and paid $7,500 in
related offering expenses as of February 15, 2002.

In September 2001, the Company issued 250,000 shares of its
common stock to the Law Office of James G. Dodrill II, P.A. as a
retainer for legal services. The transaction was valued at $.04 per
share in accordance with contemporaneous stock sales in January 2002.

In March 2001, the Company issued 750,000 shares of its common
stock to Jaime Luis Perez Marquez, an independent consultant, in
exchange for financial consulting services valued at $15,000. On the
transaction date, the Company's common stock had no reliable market
value. The shares issued were valued by the amount of services
provided at $.02 per share. As a result, the Company recognized a
stock-based compensation expense totaling $15,000 in the accompanying
financial statements.

In March 2001, the Company issued 1,250,000 shares of its common
stock to Graciela Ballesteros De Colomer, a business consultant, in
exchange for a database of marketing and suppliers contacts and
related assets valued at $25,000. On the transaction date, the
Company's common stock had no reliable market value. The Company
valued the shares issued by the value of the marketing expenditure at
$.02 per share. As a result, the Company recognized a stock-based
compensation expense totaling $25,000 in the accompanying financial
statements.

In March 2001, the Company issued 625,000 shares of its common
stock to Ruben Garduno, a computer consultant, in exchange for systems
and software consulting services valued at $12,500. On the
transaction date, the Company's common stock had no reliable market
value. The shares issued were valued by the amount of services
provided at $.02 per share. As a result, the Company recognized a
stock-based compensation expense totaling $12,500 in the accompanying
financial statements.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 20,000,000 shares of
common stock, having no par value per share, and 5,000,000 shares of
preferred stock, having no par value per share. As of the date of
this prospectus, 7,051,025 shares of common stock and no shares of
preferred stock were outstanding. We presently act as the transfer
agent for our common stock but, prior to an active trading market
developing, anticipate hiring ComputerShare of Denver, Colorado to
serve as our transfer agent.

Common stock

We are authorized to issue 20,000,000 shares of our common stock,
having no par value, of which 7,051,025 shares are issued and
outstanding as of the date of this prospectus. The issued and
outstanding shares of common stock are fully paid and non-assessable.
Except as provided by law or our certificate of incorporation with
respect to voting by class or series, holders of common stock are
entitled to one vote on each matter submitted to a vote at a meeting
of shareholders.

Subject to any prior rights to receive dividends to which the
holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock will be entitled to
receive dividends, if and when declared payable from time to time by
the board of directors, from funds legally available for payment of
dividends. Upon our liquidation or dissolution, holders of shares of
common stock will be entitled to share proportionally in all assets
available for distribution to such holders.

Preferred stock

The board of directors has the authority, without further action
by our shareholders, to issue up to 5,000,000 shares of preferred
stock, having no par value per share, in one or more series and to fix
the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series. No shares
of preferred stock are currently issued and outstanding. The issuance
of preferred stock could adversely affect the voting power of holders
of common stock and could have the effect of delaying, deferring or
preventing a change of our control.

Market for Common Equity and Related Stockholder Matters

As of April 11, 2002, there were 40 shareholders of record of our
common stock and a total of 7,051,025 shares outstanding. Of the
7,051,025 shares of common stock outstanding, 3,301,025 shares of
common stock are held by officers of the company. All shares of common
stock registered pursuant to this Registration Statement will be
freely transferable without restriction or registration under the
Securities Act, except to the extent purchased or owned by our
"affiliates" as defined for purposes of the Securities Act.

Under certain circumstances, restricted shares may be sold
without registration, pursuant to the provisions of rule 144. In
general, under rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period may, under
certain circumstances, sell within any three-month period a number of
restricted securities which does not exceed the greater of one percent
of the shares outstanding or the average weekly trading volume during
the four calendar weeks preceding the notice of sale required by rule
144. In addition, rule 144 permits, under certain circumstances, the
sale of restricted securities without any quantity limitations by a
person who is not an affiliate of ours and has satisfied a two-year
holding period. Any sales of shares by shareholders pursuant to rule
144 may have a depressive effect on the price of our common stock.

DISCLOSURE OF SEC POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our By-Laws provide for the indemnification of directors,
officers, former directors and former officers of the corporation to the
fullest extent provided by the Corporate Law of the State of Colorado
and the By-Laws. These sections generally provide that the Company may
indemnify any person who was or is a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal,
administrative or investigative except for an action by or in right of
the corporation by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation. Generally, no
indemnification may be made where the person has been determined to be
negligent or guilty of misconduct in the performance of his or her
duties to the Company.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or
controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.

PLAN OF DISTRIBUTION

Upon effectiveness of this registration statement, we will
conduct the sale of the shares we are offering on a self-underwritten,
best-efforts basis. This means that we do not have an underwriter and
that we will sell the shares directly to investors. Participating on
our behalf in the distribution will be Phillip Kilgore, Jeffrey Neale
and David Goller, who are exempt from registration as broker dealers
under Rule 3a4-1 of the Securities Exchange Act. All shares of our
common stock that we are registering for sale by the company that we
are able to sell will be sold at a price per share of $0.10. There
can be no assurance that we will sell all or any of the shares
offered. We have no arrangement or guarantee that we will sell any
shares. All subscription checks shall be made to the order of
Lexington Barron Technologies, Inc.

While we do not anticipate utilizing any registered securities
broker-dealers in connection with any sales of the shares and have no
arrangements to use any broker-dealers, we may, in our discretion,
accept subscriptions for shares through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and
are willing to, in connection with such sales, pay a commission of up
to 10% of the price of each share sold. No officers or directors
shall receive any commissions or compensation for their sale of the
shares pursuant to the terms hereof.

The selling shareholders will sell their shares at a price per
share of $0.10 until our shares are quoted on the Over The Counter
Bulletin Board and thereafter at prevailing market prices or in
privately negotiated transactions. The selling shareholders may sell
or distribute their common stock from time to time themselves, or by
donees or transferees of, or other successors in interests to, the
selling shareholders, directly to one or more purchasers or through
brokers, dealers or underwriters who may act solely as agents or may
acquire such common stock as principals, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be
changed. Accordingly, the prices at which the selling shareholder's
shares are sold may be different than the price of shares that we
sell. These sales by Selling Shareholders may occur contemporaneously
with sales by us. The sale of the common stock offered by the selling
shareholders through this prospectus may be affected in one or more of
the following:

- - Ordinary brokers' transactions;
- - Transactions involving cross or block trades or otherwise
- - Purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to this
prospectus;
- - "at the market" to or through market makers or into any market for
the common stock which may develop;
- - in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
- - in privately negotiated transactions; or
- - any combination of the foregoing.

Brokers, dealers, underwriters or agents participating in the
distribution of the shares as agents may receive compensation in the
form of commissions, discounts or concessions from the selling
shareholders and/or purchasers of the common stock for whom such
broker-dealers may act as agent, or to whom they may sell as
principal, or both. The compensation paid to a particular
broker-dealer may be less than or in excess of customary commissions.

Neither we nor any selling shareholder can presently estimate the
amount of compensation that any agent will receive. We know of no
existing arrangements between any selling shareholder, any other
shareholder, broker, dealer, underwriter or agent relating to the sale
or distribution of the shares. In the event that we use an
underwriter or a broker-dealer to consummate the sale of the shares we
are registering for sale by the company, we will file a post-effective
amendment to this registration statement setting forth the name of
such entity and the terms under which such entity is participating in
this offering.

We will pay all of the expenses incident to the registration,
offering and sale of the shares to the public, but will not pay
commissions and discounts, if any, of underwriters, broker-dealers or
agents, or counsel fees or other expenses of the selling shareholders.
We have also agreed to indemnify the selling shareholders and related
persons against specified liabilities, including liabilities under the
Securities Act.

We have advised the selling shareholders that while they are
engaged in a distribution of the shares included in this prospectus
they are required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the selling shareholders, any affiliated
purchasers, and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases make in order to
stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability
of the shares offered hereby in this prospectus.

LEGAL MATTERS

The Law Office of James G. Dodrill II, PA, of Boca Raton, Florida
will give an opinion for us regarding the validity of the common stock
offered in this prospectus. Mr. James Dodrill, president of The Law
Office of James G. Dodrill II, PA is the holder of 250,000 shares of
our common stock, which was received in September 2001 in lieu of
payment for services rendered. Mr. Dodrill is a selling shareholder
under this registration statement and all shares he holds are being
registered hereunder.

EXPERTS

The financial statements as of December 31, 2001 and February 15,
2002 and for the period from August 23, 2000 (inception) to the year
ended December 31, 2001 and January 1, 2002 through February 15, 2002
included in this prospectus have been so included in reliance on the
report of Cordovano & Harvey, independent certified public
accountants, given on the authority of said firm as experts in
auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement under the Securities Act
with respect to the securities offered hereby with the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. This prospectus, which is
a part of the registration statement, does not contain all of the
information contained in the registration statement and the exhibits
and schedules thereto, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further
information with respect to Lexington Barron Technologies, Inc. and the
securities offered hereby, reference is made to the registration
statement, including all exhibits and schedules thereto, which may be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N. W., Room 1024, Washington, D. C.
20549, at prescribed rates during regular business hours. You may
obtain information on the operation of the public reference facilities
by calling the Commission at 1-800-SEC-0330. Also, the SEC maintains
an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the Commission at http://www.sec.gov. Statements
contained in this prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, each such statement being
qualified in its entirety by such reference. We will provide, without
charge upon oral or written request of any person, a copy of any
information incorporated by reference herein. Such request should be
directed to us at Lexington Barron Technologies, Inc., 102 S. Tejon
Street, Suite 1100, Colorado Springs, Colorado 80903, attention:
Phillip Kilgore.

Following the effectiveness of this registration statement, we
will file reports and other information with the Commission. All of
such reports and other information may be inspected and copied at the
Commission's public reference facilities described above. The
Commission maintains a web site that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission. The address of such site is
http://www.sec.gov. In addition, we intend to make available to our
shareholders annual reports, including audited financial statements,
unaudited quarterly reports and such other reports as we may determine.

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Index to Financial Statements

Page
--------

Independent Auditors' Report........................................ F-2

Balance Sheets at February 15, 2002 and December 31, 2001........... F-3

Statements of Operations from January 1 through February 15, 2002,
for the year ended December 31, 2001, from August 23, 2000
(inception) through December 31, 2000, and from August 23,
2000 (inception) through February 15, 2002.................... F-4

Statement of Changes in Shareholders' Equity for the period from
August 23, 2000 (inception) through February 15, 2002......... F-5

Statements of Cash Flows from January 1 through February 15, 2002,
for the year ended December 31, 2001, from August 23, 2000
(inception) through December 31, 2000, and from August 23,
2000 (inception) through February 15, 2002.................... F-6

Notes to Financial Statements....................................... F-7

Independent Auditors' Report

The Board of Directors
Lexington Barron Technologies, Inc.:

We have audited the accompanying balance sheets of Lexington Barron
Technologies, Inc. as of February 15, 2002 and December 31, 2001, and
the related statements of operations, changes in shareholders'
equity, and cash flows for the period from January 1 through February
15, 2002, the year ended December 31, 2001, from August 23, 2000
(inception) through December 31, 2000, and from August 23, 2000
(inception) through February 15, 2002. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lexington
Barron Technologies, Inc. as of February 15, 2002 and
December 31, 2001, and the results of its operations, changes in
shareholders' equity, and cash flows for the period from January 1
through February 15, 2002, the year ended December 31, 2001, from
August 23, 2000 (inception) through December 31, 2000, and from
August 23, 2000 (inception) through February 15, 2002 in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered significant
operating losses since inception, which raises a substantial doubt
about its ability to continue as a going concern. Management's plans
in regard to this matter are also described in Note 1. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

Cordovano and Harvey, P.C.
Denver, Colorado
April 2, 2002

F-2

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets

February 15, December 31,
2002 2001
Assets ------------ ------------

Cash....................................... $ 21,697 $ -
Accounts receivable........................ 3,000 -
Equipment, net of accumulated depreciation
of $2,487 and $2,282, respectively....... 5,932 2,637
Deferred offering costs (Note 3)........... 10,000 10,000
------------ ------------
$ 40,629 $ 12,637
============ ============

Liabilities and Shareholders' Equity

Liabilities:
Due to officer (Note 2).................. $ 100 $ 100
------------- ------------
Total liabilities........... 100 100
------------- ------------

Shareholders' equity (Notes 2 and 3):
Preferred stock , no par value;
authorized 5,000,000 shares,
issued and outstanding -0- and
-0- shares, respectively.............. - -
Common stock , no par value;
authorized 20,000,000 shares,
issued and outstanding 7,051,025
and 6,176,025 shares, respectively.... 96,602 69,102
Additional paid-in capital.............. 197,575 183,800
Subscription receivable................. (2,000) -
Deficit accumulated during
development stage..................... (251,648) (240,365)
------------- ------------

Total shareholders' equity........ 40,529 12,537
------------- ------------
$ 40,629 $ 12,637
============= ============

See accompanying notes to financial statements.

F-3

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Statement of Operations

August 23, August 23,
2000 2000
January 1, For the (Inception) (Inception)
through Year Ended through through
February 15, December 31, December 31, February 15,
2002 2001 2000 2002
------------ ------------ ------------ --------------

Consulting revenue............................... $ 3,000 $ - $ - $ 3,000
------------ ------------ ------------ --------------
Operating expenses:
Stock-based compensation (Notes 2 and 3):
Consulting .................................. - 27,500 - 27,500
Marketing.................................... - 25,000 - 25,000
Expense reimbursement........................ - - 1,683 1,683
Contributed services (Note 2).................. 12,650 171,800 - 184,450
Contributed rent (Note 2)...................... 1,125 9,000 3,000 13,125
Depreciation................................... 205 1,640 100 1,945
Other general and administrative costs......... 303 - 642 945
------------ ------------ ------------ -------------
Total operating expenses................. 14,283 234,940 5,425 254,648
------------ ------------ ------------ -------------
Loss before income taxes................. (11,283) (234,940) (5,425) (251,648)

Income tax provision (Note 4).................. - - - -
------------ ------------ ------------ -------------
Net loss................................. $ (11,283) $ (234,940) $ (5,425) $ (251,648)
============ ============ ============ =============
Basic and diluted loss per share................. $ (0.00) $ (0.05) $ (0.00)
============ ============ ============
Weighted average common shares outstanding....... 6,176,025 5,184,038 3,301,025
============ ============ ============

See accompanying notes to financial statements.

F-4

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Statement of Changes in Shareholders' Equity

Additional During
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage Total
------ ------ ---------- ------------ ------------- ----

Balance at August 23, 2000 (inception).......... - $ - $ - $ - $ - $ -

December 2000, common stock issued
to founders in exchange for expenses
paid on behalf of the Company
($.002/share) (Note 2)................... 3,301,025 6,602 - - - 6,602

Value of office rent contributed by
an officer (Note 2)...................... - - 3,000 - - 3,000

Net loss......................................... - - - - (5,425) (5,425)
--------- -------- ----------- -------------- -------------- --------

Balance at December 31, 2000.................... 3,301,025 6,602 3,000 - (5,425) 4,177

March 2001, common stock
issued to consultants in exchange for
services ($.02/share) (Note 3)........... 2,625,000 52,500 - - - 52,500

September 2001, common stock
issued to lawyer as retainer
($.04/share) (Note 3).................... 250,000 10,000 - - - 10,000

Value of services contributed
by officers (Note 2)..................... - - 171,800 - - 171,800

Value of office rent contributed by
an officer (Note 2)...................... - - 9,000 - - 9,000

Net loss......................................... - - - - (234,940) (234,940)
--------- -------- --------- ------------ ---------- ---------

Balance at December 31, 2001.................... 6,176,025 69,102 183,800 - (240,365) 12,537

January 2002, sale of common
stock pursuant to a private
placement offering, net of
offering costs of $7,500
($.04/share) (Note 3)................... 875,000 27,500 - (2,000) - 25,500

Value of services contributed
by officers (Note 2).................... - - 12,650 - - 12,650

Value of office rent contributed by
an officer (Note 2)..................... - - 1,125 - - 1,125

Net loss........................................ - - - - (11,283) (11,283)
---------- --------- ---------- ------------- ----------- ----------

Balance at February 15, 2002................... 7,051,025 $ 96,602 $ 197,575 $(2,000) $(251,648) $ 40,529
========== ========= ========== ============= =========== ==========

See accompanying notes to financial statements.

F-5

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows

Cash flows from operating activities:
Net loss........................................ $ (11,283) $ (234,940) $ (5,425) $ (251,648)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation................................ 205 1,640 642 2,487
Common stock issued in exchange for
services and property (Notes 2 and 3)...... - 52,500 1,683 54,183
Services contributed by officers (Note 2)... 12,650 171,800 - 184,450
Rent contributed by an officer (Note 2)..... 1,125 9,000 3,000 13,125
Changes in operating assets and liabilities:
Receivables............................. (3,000) - - (3,000)
------------ ------------ ------------ ------------
Net cash provided by (used in)
operating activities.............. (303) - (100) (403)
------------ ------------ ------------ ------------
Cash flows from investing activities:
Capital Expenditures............................ (3,500) - - (3,500)
------------ ------------ ------------ ------------
Net cash (used in)
investing activities.............. (3,500) - - (3,500)
------------ ------------ ------------ ------------

Cash flows from financing activities:
Working capital advances from an
officer (Note 2).............................. - - 100 100
Net proceeds from sale of common stock (Note 3). 25,500 - - 25,500
------------ ------------ ------------ ------------
Net cash provided by
financing activities.............. 25,500 - 100 25,600
------------ ------------ ------------ ------------
Net change in cash................ 21,697 - - 21,697
Cash, beginning of period......................... - - - -
------------ ------------ ------------ ------------
Cash, end of period............................... $ 21,697 $ - $ - $ 21,697
============ ============ ============ ============

Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes................................ $ - $ - $ - $ -
============ ============ ============ ============
Interest.................................... $ - $ - $ - $ -
============ ============ ============ ============

Non-cash investing and financing activities:
Common stock issued
for equipment (Note 2)...................... $ - $ - $ (4,919) $ (4,919)
============ ============ ============ ============
Common stock issued
as retainer (Note 3)........................ $ - $ (10,000) $ - $ (10,000)
============ ============ ============ ============

See accompanying notes to financial statements.

F-6

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

(1) Summary of Significant Accounting Policies

Organization and Basis of Presentation

Lexington Barron Technologies, Inc. (the "Company") was incorporated
on August 23, 2000 to engage in financial, operational and systems
consulting to startup and small businesses. The Company's services
include market research, business plan development, strategy
development, financial modeling and forecasting, and Pre-IPO and IPO
consulting.

Inherent in the Company's business are various risks and
uncertainties, including its limited operating history, historical
operating losses, and dependence upon its officers and strategic
alliances. Management plans to raise capital through the sale of
securities to enable the Company to expand its operations. The
Company's future success will be dependent upon its ability to create
and provide effective and competitive consulting services on a timely
and cost-effective basis and the Company's ability to locate, attract
and retain quality customers.

Development Stage Company

The Company is in the development stage in accordance with Financial
Accounting Standards Board Statements of Financial Accounting
Standards ("SFAS") No. 7 Accounting and Reporting by Development
Stage Enterprises.

Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities
at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.

The accompanying financial statements contain estimates of the fair
value of the consideration (shares of common stock) exchanged for
expenses, equipment, compensation and consulting services that have a
material affect on the financial statements. In estimating the fair
value of the shares of the common stock issued, the Board of
Directors considered contemporaneous transactions with unrelated
third parties. In estimating the value of contributed services, the
Board of Directors considered prevailing rates.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original
maturities of three months or less when acquired, to be cash
equivalents. The Company had no cash equivalents at February 15,
2002 or December 31, 2001.

Valuation and Qualifying Accounts

The Company has no allowance established for doubtful accounts as
management considers all receivables to be fully collectible.

Property, equipment and depreciation

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets, which is

F-7

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

estimated to be three years. Expenditures for repairs and maintenance
are charged to expense when incurred. Expenditures for major
renewals and betterments, which extend the useful lives of existing
equipment, are capitalized and depreciated.

F-8

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

Offering Costs

The Company incurred consulting fees related to the preparation of
its private placement memorandum and legal fees for its proposed Form
SB-2 registration statement. Such costs are initially deferred until
the offering is completed, at which time they will be recorded as a
reduction of gross proceeds from the offering.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets
under the provisions of SFAS No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS No. 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indicators of
impairment are present and the undiscounted future cash flows
estimated to be generated by those assets are less than the assets'
carrying amount. If such assets are impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of
the assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS
No. 109, Accounting for Income Taxes. SFAS 109 requires recognition
of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the difference between
the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are
expected to reverse.

Revenue Recognition

Revenue is recognized when earned. The Company's revenue recognition
policies are in compliance with all applicable accounting
regulations, including Securities and Exchange Commission Staff
Accounting Bulletin No. 101, Revenue Recognition, and American
Institute of Certified Public Accountants (AICPA) Statement of
Position (SOP) 97-2, Software Revenue Recognition, and SOP 98-9,
Modification of SOP 97-2, With Respect to Certain Transactions.

Revenue from consulting and other services is recognized as the
consultation and other services are performed. Revenues from
technology consulting, user fees and marketing services contracts are
recognized ratably over the contract period in accordance with the
period in which the services are performed. Revenues attributable to
undelivered elements, including technical support are recognized
ratably on a straight-line basis over the contract period.

Financial Instruments

The Company's financial instruments consist of cash and accounts
receivable. At February 15, 2002 and December 31, 2001, the fair
value of the Company's financial instruments approximate fair value
due to the short-term maturity of the instruments.

F-9

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

Stock-based Compensation

Stock-based compensation is valued by either the value of the
services provided or the value of the stock issued based on
contemporaneous stock sales.

(2) Related Party Transactions

An officer contributed office space to the Company during all periods
presented. The office space was valued at $750 per month based on
the market rate in the local area and is included in the accompanying
financial statements as contributed rent expense with a corresponding
credit to additional paid-in capital.

Three officers contributed product and service development, business
development and administrative services to the Company during the
period from January 1, 2001 through February 15, 2002. The time and
effort was recorded in the accompanying financial statements based on
the prevailing rates for such services, which ranged from $50 to $100
per hour based on the level of services performed. The services are
reported as contributed services with a corresponding credit to
additional paid-in capital.

During December 2000, the Company issued 3,301,025 shares of it's no
par value restricted common stock to three officers of the Company in
exchange for expenses paid on behalf of the company in the amount of
$1,683 and equipment purchased for the Company in the amount of
$4,919. On the transaction date, the Company's common stock had no
reliable market value. The shares issued were valued by the amount of
reimbursement at $.002 per share.

On August 23, 2000, an officer advanced the Company $100 for working
capital. The advance is included in the accompanying financial
statements as due to officer.

(3) Shareholders' Equity

Preferred Stock

The Board of Directors is authorized to issue 5,000,000 shares of no
voting power, no par value preferred stock. The Company had no
preferred shares issued and outstanding at February 15, 2002 or
December 31, 2001.

Private Placement Offering

During January 2002, the Company conducted a private placement
offering whereby it sold 875,000 shares of its no par value common
stock for $.04 per share pursuant to an exemption from registration
claimed under sections 3(b) and 4(2) of the Securities Act of 1933,
as amended, and Rule 506 of Regulation D promulgated thereunder. The
shares were sold through the Company's officers and directors. The
Company received proceeds in the amount of $33,000, a subscription
receivable in the amount of $2,000 and paid $7,500 in related
offering expenses as of February 15, 2002.

Common Stock Issuances

In September 2001, the Company issued 250,000 shares of its common
stock as a retainer for legal services related to the Company's
proposed Form SB-2 registration statement. The transaction was
valued at $.04 per share in accordance with contemporaneous stock
sales in January 2002. As a result, the Company recognized deferred
offering costs totaling $10,000 in the accompanying financial
statements.

F-10

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

In March 2001, the Company issued 750,000 shares of its common stock
in exchange for financial consulting services valued at $15,000. On
the transaction date, the Company's common stock had no reliable
market value. The shares issued were valued by the amount of services
provided at $.02 per share. As a result, the Company recognized a
stock-based compensation expense totaling $15,000 in the accompanying
financial statements.

In March 2001, the Company issued 1,250,000 shares of its common
stock in exchange for a database of marketing and suppliers contacts
and related assets valued at $25,000. On the transaction date, the
Company's common stock had no reliable market value. The Company
valued the shares issued by the value of the marketing expenditure at
$.02 per share. As a result, the Company recognized a stock-based
compensation expense totaling $25,000 in the accompanying financial
statements.

In March 2001, the Company issued 625,000 shares of its common stock
in exchange for systems and software consulting services valued at
$12,500. On the transaction date, the Company's common stock had no
reliable market value. The shares issued were valued by the amount of
services provided at $.02 per share. As a result, the Company
recognized a stock-based compensation expense totaling $12,500 in the
accompanying financial statements.

F-11

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements

(4) Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate is as follows:

August 23,
2000
January 1 For the (Inception)
through Year Ended through
February 15, December 31, December 31,
2002 2001 2000
------------ ------------ ------------
U.S. federal statutory graduated rate... 15.00% 15.00% 15.00%
State income tax rate,
net of federal benefit................. 4.63% 4.63% 4.63%
Contributed rent and services........... -23.81% -15.27% -11.17%
Net operating loss for which no tax
benefit is currently available......... 4.18% -4.36% -8.46%
------------ ------------ ------------
0.00% 0.00% 0.00%
============ ============ ============

At February 15, 2002, deferred tax assets consisted of a net tax
asset of $8,518, due to operating loss carryforwards of $54,073,
which was fully allowed for, in the valuation allowance of $8,518.
The valuation allowance offsets the net deferred tax asset for which
there is no assurance of recovery. The change in the valuation
allowance for the period from January 1 through February 15, 2002,
the year ended December 31, 2001 and the period from August 23, 2000
(inception) through December 31, 2000 totaled ($623), $8,777 and
$364, respectively. The current tax benefit also totaled $8,518,
$9,141 and $364 for the period from January 1 through February 15,
2002, the year ended December 31, 2001 and the period from August 23,
2000 (inception) through December 31, 2000, respectively. The net
operating loss carryforward expires through the year 2022.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred
tax asset will be realized. At that time, the allowance will either
be increased or reduced; reduction could result in the complete
elimination of the allowance if positive evidence indicates that the
value of the deferred tax assets is no longer impaired and the
allowance is no longer required.

Should the Company undergo an ownership change as defined in Section
382 of the Internal Revenue Code, the Company's tax net operating
loss carryforwards generated prior to the ownership change will be
subject to an annual limitation, which could reduce or defer the
utilization of these losses.

(5) Subsequent event

The Company plans to file a Form SB-2 Registration Statement to
register to sell 5,000,000 shares of its no par common stock at $.10
per share and 3,750,000 shares from selling shareholders in April
2002.

F-12

No dealer, salesman or other
person is authorized to give any
information or to make any
representations not contained in
this prospectus in connection with
the offer made hereby, and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
Lexington Barron Technologies, Inc.
This prospectus does not constitute
an offer to sell or a solicitation
to an offer to buy the securities
offered hereby to any person in any
state or other jurisdiction in
which such offer or solicitation
would be unlawful. Neither the
delivery of this prospectus nor any
sale made hereunder shall, under
any circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date
hereof.

Until _________ __, 2002 (90 days
after the date of this prospectus)
all dealers that effect
transactions in these securities,
whether or not participating in
this offering, may be required to
deliver a prospectus. This is in
addition to the dealer's obligation
to deliver a prospectus when acting
as underwriters and with respect to
their unsold allotments or
subscriptions.

- ----------------------------------------

TABLE OF CONTENTS
Page
----

Prospectus Summary.................... 3 Lexington Barron Technologies, Inc.
The Offering.......................... 4
Summary Financial Data................ 6
Risk Factors.......................... 7
Use of Proceeds.......................14
Determination of Offering Price.......16
Dividend Policy.......................16
Dilution..............................17 8,750,000 SHARES
Management's Discussion and Analysis..18
Business..............................22
Management............................31
Principal Shareholders................33
Selling Shareholders..................34
Certain Transactions..................35
Description of Securities.............36 ----------
Indemnification.......................38 PROSPECTUS
Plan of Distribution..................39 ----------
Legal Matters.........................41
Experts...............................41
Where You Can Find More Information...42
Financial Statements.................F-1
- ----------------------------------------

April 15, 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our By-Laws provide for the indemnification of directors,
officers, former directors and former officers of the corporation
to the fullest extent provided by the Corporate Law of the State
of Colorado and the By-Laws. These sections generally provide
that the Company may indemnify any person who was or is a party to
any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative except
for an action by or in right of the corporation by reason of the
fact that he or she is or was a director, officer, employee or
agent of the corporation. Generally, no indemnification may be
made where the person has been determined to be negligent or
guilty of misconduct in the performance of his or her duties to
the Company.

Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers or
controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933,
and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with this registration statement
will be as follows:

SEC registration fee* $ 80.50
Accounting fees and expenses $ 7,500.00
Legal $ 57,500.00
Miscellaneous* $ 4,919.50
------------
Total $ 70,000.00

* estimates

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The following information is furnished with regard to all
securities sold by us within the past three years that were not
registered under the Securities Act. The issuances described
hereunder were made in reliance upon the exemptions from
registration set forth in Section 4(2) of the Securities Act or
Regulation D, Rule 504 of the Securities Act. None of the
foregoing transactions involved a distribution or public offering.

Date Name # of Shares Total Price
- ---------------------------------------------------------------------

1/1/00 Phillip Kilgore 1,610,475 *
1/1/00 Jeffrey Neale 848,955 *
1/1/00 David Goller 841,595 *
4/5/01 Jamie Luis Perez Marquez 750,000 *
4/20/01 Graciela Ballersteros DeColomer 1,250,000 *
5/30/01 Ruben Garduno 625,000 *
9/28/01 Jim Dodrill 250,000 *
1/16/02 Camilla Edblem 50,000 $2,000
1/16/02 Darren Woosley 25,000 $1,000
1/16/02 Derek Bannister 25,000 $1,000
1/16/02 Eric Majors 50,000 $2,000
1/16/02 Ernesto Angel 25,000 $1,000
1/16/02 Gary Killian 12,500 $500
1/28/02 Brent Madison 25,000 $1,000
1/28/02 Chuck Fishel 50,000 $2,000
1/28/02 David Lirette 12,500 $500
1/28/02 Dennis Davis 50,000 $2,000
1/28/02 George McDaniel 25,000 $1,000
1/28/02 Jesus Romero 25,000 $1,000
1/28/02 Joshua Wolcott 25,000 $1,000
1/28/02 Kerri Wolcott 25,000 $1,000
1/28/02 Kim Arel 25,000 $1,000
1/28/02 Marcy Richfield 12,500 $500
1/28/02 Monte J. Diede 25,000 $1,000
1/28/02 Nathan Enger 25,000 $1,000
1/28/02 Nolen G. Brown 25,000 $1,000
1/28/02 Pamela Parris 12,500 $500
1/28/02 Peter Contreras 25,000 $1,000
1/28/02 Richard Estrada 25,000 $1,000
1/28/02 Rosiland McDaniel 25,000 $1,000
1/28/02 Sarah McDaniel 25,000 $1,000
1/28/02 Steve Goller 12,500 $500
1/28/02 Steve Wernli 12,500 $500
1/28/02 Troy Lynette 25,000 $1,000
1/29/02 Iris Silva 25,000 $1,000
1/29/02 Susan Scotland 25,000 $1,000
2/7/02 Fone Likitkorn 12,500 $500

* issued for services rendered and reimbursements for expenses.

II-2

ITEM 27. EXHIBITS

Exhibit Number Description
- -------------- -----------

3.1 Articles of Incorporation of Lexington
Barron Technologies, Inc.

3.2 Bylaws of Lexington Barron Technologies, Inc.

3.3 Specimen certificate of the common stock of
Lexington Barron Technologies, Inc.

5.1 Opinion of Law Office of James G. Dodrill II, PA
as to legality of securities being registered

23.1 Consent of Cordovano & Harvey

23.2 Consent of Law Office of James G. Dodrill II, PA
(included in Exhibit 5.1)

II-3

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy and as expressed in the
Act and is, therefore, unenforceable.

The Company hereby undertakes to:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
i. Include any prospectus required by Section
10(a)(3) of the Securities Act;
ii. Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement.
iii. Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(4) For determining any liability under the Securities
Act, treat the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1) or (4)
or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission
declared it effective.
(5) For determining any liability under the Securities
Act, treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the
securities offered in the registration statement, and that
offering of the securities at that time as the initial bona
fide offering of those securities.
(6) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be
permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise,
we have been advised by the Securities and Exchange
Commission that such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or
paid by one of our directors, officers or controlling persons in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

II-4

Signatures

In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable ground to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Colorado Springs state of Colorado, on April 15, 2002.

LEXINGTON BARRON TECHNOLOGIES, INC.

By:/s/ Phillip Kilgore
-------------------
Phillip Kilgore
Principal Executive Officer, President,
Principal Financial Officer and
Chairman of the Board of Directors

In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the following
person in the capacities indicated on April 15, 2002.

By:/s/ Phillip Kilgore
-------------------
Phillip Kilgore
Principal Executive Officer
President
Principal Financial Officer and
Chairman of the Board of Directors

By:/s/ David A. Goller
-------------------
David A. Goller
Executive Vice President and Director

By:/s/ Jeffrey A. Neal
-------------------
Jeffrey A. Neal
Vice President and Director