Registration No.333-86244

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

(Amendment 1)

----------------------
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, Esq.
The Law Office of James G. Dodrill II, P.A.
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 1,816,191 $0.10 $181,619 $16,71
shareholders

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

TOTAL 6,816,191 $681,619 $62.71

- ----------------------------------------------------------------------------------
<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 may be changed or amended.
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 May 23, 2002

6,816,191 Shares of common stock

LEXINGTON BARRON TECHNOLOGIES, INC.
(A Colorado Corporation)

This is our initial public offering. We are registering a
total of 6,816,191 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) 1,816,191 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 guarantee that our common stock will ever be quoted on
any quotation service or that any market for our stock will ever
develop.

_________________________________

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 May 23, 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 ending 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 6,816,191 shares of common stock,
5,000,000 of which we are offering
and 1,816,191 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 the risks faced by us described below and elsewhere in this
prospectus.

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 impacted by the risks
detailed below or elsewhere in this prospectus, or detailed from
time to time in our filings with the Securities and Exchange
Commission.

Investors should consider the fact that any of the following
risks may materialize, and if any of them do, 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 guarantee 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 impacted by 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.

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 due to
their unique consulting approach and model, specifically their
"corporate chiropractic servicing", 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 guarantee 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. Their development of several unique
consulting approaches is a result of our management's combined
experiences and knowledge. One such unique model that the company
intends to use as its 'calling card' is what we call "corporate
chiropractic servicing", where our consultants check to see what

systems and strategies are out of alignment for the client
company.

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 best qualified personnel in our case would most likely have
Masters degrees in Business Administration and competing for their
employment is extremely intense with better capitalized companies
offering signing bonuses and other benefits we cannot afford to
offer.As such, there can be no guarantee 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 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 guarantee that such
financing will be obtained. Nor can we give any guarantee 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.

Most of our competitors have significantly greater consulting
services and service development resources than we do. If we
cannot compete effectively we may not be able to increase
revenue, or achieve or sustain profitability.
- -------------------------------------------------------------

Our principal competitors have multi-million dollar budgets set
aside for marketing, consulting service enhancements and to
recruit personnel with other technical expertise that we cannot
match. Many of our current and potential competitors enjoy
substantial competitive advantages, such as:

- greater name recognition;
- larger marketing budgets and resources;
- established marketing relationships;
- access to larger customer bases; and
- substantially greater financial, technical and other resources.

As a result, they may be able to respond more quickly and
effectively than we can to new or changing opportunities,
technologies, standards or customer requirements. For all of the
foregoing reasons, we may not be able to compete successfully
against our current and future competitors.

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 guarantee 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 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 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, if certain requirements are met, 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:
- -------------------------------

Because we will be subject to the "penny stock" rules, the level
of trading activity in our stock may be reduced, which may make
it difficult for investors in our common stock to sell their
shares.
- ----------------------------------------------------------------

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 broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks,
like shares of our common stock, generally are equity securities
with a price of less than $5.00, other than securities registered

on national securities exchanges or quoted on Nasdaq. The penny
stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information
about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the
transaction, and, if the broker-dealer is the sole market maker,
the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these
securities to persons other than established customers and
"accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market
for a security subject to the penny stock rules, and investors in
our common stock may find it difficult to sell their shares.

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 guarantee 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 guarantee that a regular trading market will develop for
the common stock offered through this prospectus, or, if
developed, that it will be maintained.

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 guarantee 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 guarantee 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 may
change based on 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 may also change based on 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 guarantee 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.

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 guarantee 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.

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 $36,243, or $0.0051 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 $466,243, or $0.0387 per share. This
represents an immediate increase in pro forma net tangible book value
of $0.0336 per share to existing stockholders and an immediate
dilution of $0.0664 per share, or approximately 66.4% 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 $ .005164
Increase Per Share attributable to sale of these shares $ 0.0336
Pro-Forma Net Tangible Book Value after offering $ 0.0387
Dilution per share to Public Investors $ 0.0664

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 $0.0059 $0.0175 $0.0265 $0.0336
Net tangible book value per share
prior to offering $0.0051 $0.0051 $0.0051 $0.0051
------- ------- ------- -------
Post offering pro forma NTBV/share $0.0110 $0.0236 $0.0316 $0.0387
Dilution to new investors $0.0890 $0.0774 $0.0684 $0.0664
Percent of dilution of the offering price 89.01% 77.36% 68.41% 66.4%

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 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 guarantee that the company
will successfully obtain these customer contracts.

We incurred expenses from inception to February 15, 2002 of
$255,934, and during the year ending December 31, 2001 we
incurred expenses of $239,226. 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 guarantee,
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 next 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 guarantee that we will successfully reach either of
these benchmarks.

In the following stage of business starting in January
2003, 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 guarantee 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 guarantee
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.

BUSINESS

DESCRIPTION OF BUSINESS

General

Our Background.

Lexington Barron Technologies, Inc. was incorporated on
August 23, 2000 in Colorado and is authorized to issue 20,000,000
shares of common stock and 5,000,000 shares of preferred stock.

In September 2000, we attended a venture capital conference
in Denver, Colorado where we met several consultants that shared
our vision of working with start-up companies and small
businesses. By January 2001, our management team had put in
place a network of business consulting professionals that ranged
in expertise from technical consulting to financial consulting to
legal and accounting services.

In April 2001, we purchased from Graciela Ballesteros De
Colomer, an international business consultant, her proprietary
knowledge of business consulting models and client acquisition
methodologies; contacts of start-up businesses currently seeking
management, start-up or business consulting services; and network
of business professionals containing over 300 viable and
established contacts. The purchase was made using stock-based
compensation, wherein Ms. De Colomer received 1,250,000 shares of
our Common Stock that we valued at $0.02 for the transaction. We
finished updating the information and verifying addresses and
phone numbers in September of 2001.

In November 2001, we started a small test customer
acquisition campaign that targeted 20 potential small businesses
in Colorado and California. In December 2001, we signed a
consulting agreement with our first customer, Aspin Incorporated,
for $3,000 to assist them with financial planning. This project
resulted in $4,000 of revenues, of which $2,000 was received on
February 26, 2002 and the remaining $2,000 was received on April
8, 2002.

In February 2002, we signed two more customer agreements
one with Energy Alert, Inc. for $3,000 and the other with Aurel
Corporation for $2,500. We received payment for both contracts
in April 2002. In April 2002, Energy Alert asked us to perform
some strategy consulting and corporate structuring, which
resulted in $8,000 in additional revenue which we received on May
9, 2002.

As a result, this small test customer acquisition campaign
has resulted in $17,500 in revenues to date. However, we wish to
remind investors that there can be no guarantee that we will be
able to continue to secure customer agreements or generate
sufficient revenues, if any, in the future.

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:
25

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.

Management does not believe that it has a sustainable
competitive advantage as the qualities that make Lexington Barron
a unique consulting firm could be duplicated. However,
management does believe it is able to differentiate itself
because of the network of professionals upon which it can draw to
service a project. We believe that many consulting firms
specialize too narrowly, which makes it difficult for small
businesses to employ consulting firms because it is costly to
have several firms provide guidance across a spectrum of needs.
We believe, however, that small business will find our approach
appealing because they will have access to consulting expertise
in many areas within just one firm.

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.
_____________________________
<FN>
<F1>
1 http://www.cob.ohio-state.edu/~fin/jobs/mco/trend.htm
- -------------------------------------------------------
</FN>
<FN>
<F2>
2 http://business.mindspring.com/
- ---------------------------------
</FN>

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>.

Based upon its experience, management believes that the
larger the consulting company the larger the customers tend to
be. Since most small businesses are not as well capitalized as
larger businesses, and thus cannot afford extensive consulting
services, consultants overlook the vast majority of small
businesses. However, the vast majority of consultants and
consulting firms are smaller firms such as ours.

As such, there are more and more firms that are trying to
enter this market segment and find profitable models of working
with smaller businesses. As this trend continues, it will become
increasingly difficult for our company to compete with other
firms, which could affect our ability to continue operating.

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.

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

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.

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).

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.

Legal Proceedings

As of the date of this prospectus, we are not a party to any
legal proceedings.

Employees and Consultants

As of the date of this prospectus we have 3 full-time
employees. We presently have no labor union contract between us
and any union and we do not anticipate unionization of our
personnel in the foreseeable future.

We currently have four technical consultants, two legal
consultants, two accounting consultants, four financial
consultants, three strategy consultants, two marketing
consultants and five consultants that we label "generic" (because
they have operations, management and other professional
experience). These twenty-two consultants are readily available
and are typically able to work on a project within two weeks of
being notified. They all work as independent contractors and are
paid by the hour.

Description of Property

We do not own any real property. We presently have a rent-
free agreement with our CEO, Phillip Kilgore, at our current
address. This agreement provides us with approximately 200 square
feet of office space. Our management believes our current office
space will be sufficient for our projected operations, unless we
greatly expand our operations. Although we have no plans to
relocate our facility, should the occasion arise to do so, there
can be no guarantee that we will be able to find sufficient space
at reasonable costs.

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.

Mr. Kilgore will serve as the CEO until the company is able to
either generate sufficient revenues or attract financing that
would cover the company's operations as well as an estimated
$125,000 for a new CEO. Since the Mr. Kilgore is a seasoned
executive, the company will only look at candidates that have
experience running a publicly traded company. As of May 15,
2002, the company had not begun looking for a permanent CEO. The
company plans to begin looking starting June 2003 and will most
likely utilize the service of a head hunting firm.

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 since inception. 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%
18135 Fur Ranch Road
Peyton, CO 80831

Jeffrey Neale 848,955 12.04% 848,955 7.04%
3110 Navigation Dr.
Colorado Springs, CO 80920

David Goller 841,595 11.94% 841,595 6.98%
3115 Birnamwood Dr.
Colorado Springs, CO 80920

Graciela Ballesteros De Colomer 1,250,000 17.73% 916,487 7.61%
Managua 907, Linda Vista
Gustavo A. Madero D.F., Mexico

Jaime Luis Perez Marquez 750,000 10.64% 549,751 4.56%
Universo 800, Col. Jarndines Del Bosque
Guadalajara, Jal. 44520, Mexico

Ruben Garduno 637,500 8.86% 467,571 3.88%
PO Box 622
Cascade, CO 80809

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 information with respect to the
ownership of our common stock by selling shareholders as of May
20, 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% 200,249 549,751 4.56%
Graciela Ballersteros DeColomer 1,250,000 17.73% 333,513 916,487 7.61%
Ruben Garduno 637,500 8.86% 169,929 467,571 3.88%
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 *
Rodney Ramsey 75,000 1% 75,000 0 *
Terry Madison 25,000 * 25,000 0 *

Total 3,750,000 1,816,191

* 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.
</FN>

<FN>
<F2>
2) Mr. Dodrill is the president of The Law Office of James G.
Dodrill II, PA, which serves as our legal counsel.
</FN>

<FN>
<F3>
(3) Mr. Steve Goller is the brother of our Vice President, Mr.
David Goller.
</FN>

CERTAIN TRANSACTIONS

In December 2000, we issued to our three founders (Mr.
Phillip Kilgore, Mr. Jeffrey Neale and Mr. David Goller) 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. Mr.
Kilgore was issued a total of 1,610,475 shares in exchange for
expenses paid on behalf of the company in the amount of $3,220.95
for computer equipment. Mr. Neale was issued a total of 848,955
shares in exchange for expenses paid on behalf of the company in
the amount of $1,697.91 for computer equipment and a DSL modem.
Mr. Goller was issued 841, 595 shares in exchange for expenses
paid on behalf of the company in the amount of $1,683.19 for
travel, office supplies and communications/Internet expenses 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.
for legal services. The transaction was valued at $.04
per share in accordance with contemporaneous stock sales in
January 2002. The company deferred $5,714 of the $10,000 as
deferred offering costs.

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.

The company's officers have contributed services valued at
$184,450. These services break down as follows. Mr. Kilgore
provided 1,037 hours of service in 2001 and 69 hours of service
in 2002 that included product and service development, consulting
network development, systems development, financial planning,
business planning and company administration. Each service
category was booked at an estimated fair market value for a total
value of services of $66,000 in 2001 and $5,075 in
2002. Similarly, Mr. Neal provided 722 hours of service in 2001
and 47 hours of service in 2002 that included product and service
development, market positioning, business development and company
administration. Each service category was booked at an estimated
fair market value for a total value of services of $55,400 in
2001 and $3,825 in 2002. Likewise, Mr. Goller provided 1,037
hours of service in 2001 and 44 hours of service in 2002 that
included financial planning, strategy development, systems
development, and company administration. Each service category
was booked at an estimated fair market value for a total value of
services of $50,400 in 2001 and $3,750 in 2002.

Mr. Kilgore has contributed rent of $13,125 over a period
of seventeen and a half (17.5) months, or inception (August 23,
2000) through February 15, 2002. 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.

Mr. Neale paid the costs of incorporating our business on
our behalf. We are indebted to him in the amount of $100 to
reimburse him for the expenses incurred.

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.

Notwithstanding 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

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 or, if developed, will be sustained.

As of May 20, 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
guarantee 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. Please note that the company is
deferring $5,714 in offering costs.

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 any of the
company's shares.

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. In the event that any selling shareholder's
shares are sold by a pledgee or donee of the selling shareholder,
we will file a post-effective amendment to this registration
statement in which we will name such pledge or donee. 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)........... 5,714 5,714
------------ ------------
$ 36,343 $ 8,351
============ ============

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..................... (255,934) (244,651)
------------- ------------

Total shareholders' equity........ 36,243 8,251
------------- ------------
$ 36,343 $ 8,351
============= ============

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
Legal Fees................................... - 4,286 - 4,286
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................. 14,283 239,226 5,425 258,934
------------ ------------ ------------ -------------
Loss before income taxes................. (11,283) (239,226) (5,425) (255,934)

Income tax provision (Note 4).................. - - - -
------------ ------------ ------------ -------------
Net loss................................. $ (11,283) $ (239,226) $ (5,425) $ (255,934)
============ ============ ============ =============
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 for legal services
($.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......................................... - - - - (239,226) (239,226)
--------- -------- --------- ------------ ---------- ---------

Balance at December 31, 2001.................... 6,176,025 69,102 183,800 - (244,651) 8,251

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) $(255,934) $ 36,243
========== ========= ========== ============= =========== ==========

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) $ (239,226) $ (5,425) $ (255,934)
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)...... - 56,786 1,683 58,469
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)
============ ============ ============ ============

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.

Recently Adopted Accounting Policies

The Company adopted SFAS No. 144 on January 1, 2002. Prior to that
date, the Company accounted for the impairment and disposal of long-
lived assets under SFAS No. 121, Accounting for the Impairment of Long-
lived Assets and Assets to be Disposed of. There was no effect on the
Company's financial statements resulting from the adoption of SFAS No.
144.

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.

F-7

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

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 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.

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. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. Statement No. 144 requires impairment
losses to be recorded on long-lived assets used in operations 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 exceeds 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,

F-8

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

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.

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

F-9

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

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
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 $5,714
for the proposed offering through Registration Form SB-2 and $4,286 in
stock-based legal fees for the selling shareholders in the accompanying
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.

(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%
============ ============ ============

F-10

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

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) Proposed SB-2 Registration

The Company plans to file a Registration Statement Form SB-2 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-11

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 6,816,191 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

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

May 23, 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

In 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. The transactions did not include a
public distribution or offering.

In September 2001, the company issued 250,000 shares of its common
stock 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 $5,714 for the proposed offering through Registration
Statement on Form SB-2 adn $4,286 in stock-based Legal fees for
the selling shareholders in the accompanying financial statements.
The transaction did not include a public distribution or offering.

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. The transaction did not include a public
distribution or offering.

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. The transaction did not include a public distribution or
offering.

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. The transaction did not include a
public distribution or 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 to a
total of 33 investors. 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.

II-2

The transaction was completed on February 12, 2002 and did not include a
public distribution or offering.

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 506 of the Securities Act.
None of the foregoing transactions involved a distribution or public
offering.

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

12/15/00 Phillip Kilgore 1,610,475 *
12/15/00 Jeffrey Neale 848,955 *
12/15/00 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
2/7/02 Rodney Ramsay 75,000 $3,000
2/7/02 Ruben Garduno 12,500 $500
2/7/02 Terry Madison 25,000 $1,000

* issued for services rendered and reimbursements for expenses.

II-3

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

10.1 Customer Agreement with Aspin Incorporated.

10.2 Customer Agreement with Aurel Corporation.

10.3 Customer Agreement with Energy Alert, Inc.

23.1 Consent of Cordovano & Harvey

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

II-4

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-5

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 May 23, 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 May 23, 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