<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: June 30, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-24721
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LEXON TECHNOLOGIES, INC.
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(Name of Small Business Issuer in its charter)
Delaware 87-0502701
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1401 Brook Drive, Downers Grove, Illinois 60515
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(Address of principal executive offices and Zip Code)
(630) 916-6196
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 70,000,000
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Title of Class Number of Shares Outstanding
as of June 30, 1999
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LEXON TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
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Rexford, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 1999
(Unaudited)
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ASSETS
Cash $ 1,453
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TOTAL ASSETS $ 1,453
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- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 33,418
Related party payable 8,584
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TOTAL CURRENT LIABILITIES 42,002
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STOCKHOLDERS' DEFICIT
Common stock - par value $.001 per share.
Authorized - 1,000,000 shares; issued
and outstanding 70,000,000 shares 70,000
Additional paid-in capital 143,717
Deficit accumulated during the development stage (254,266)
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TOTAL STOCKHOLDERS' DEFICIT (40,549)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,453
===========
See accompanying notes to financial statements
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Rexford, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30, Cumulative
1999 1998 1999 1998 Amounts
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Revenue - Interest $ - $ - $ - $ - $ 10,000
Expenses:
General and administrative expenses 27,976 15,324 55,509 35,716 160,092
---------- ---------- ---------- ---------- ---------
Loss from operations (27,976) (15,324) (55,509) (35,716) (150,092)
Gain on divestiture of discontinued
operations, net tax - - - - 90,231
---------- ---------- ---------- ---------- ---------
Net loss before income taxes (27,976) (15,324) (55,509) (35,716) (59,861)
Income tax expense - - - - -
---------- ---------- ---------- ---------- ---------
Net loss $ (27,976) $ (15,324) $ (55,509) $ (35,716) $ (59,861)
========== ========== ========== ========== =========
Loss per share $ (.00) $ (.00) $ (.00) (.00) (.00)
========== ========== ========== ========== =========
Weighted average number of shares
outstanding 63,553,000 39,321,000 61,404,000 39,321,000 29,395,000
========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements
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Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
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Nine Months Ended
June 30, Cumulative
1999 1998 Amounts
---------- ---------- ----------
Cash flows from operating activities:
Net loss $ (55,509) $ (35,716) $ (59,861)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Gain on disposal of discontinued
segment - - (90,231)
Increase in:
Accounts payable 31,668 245 42,724
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Net cash used in
operating activities (23,841) (35,471) (107,368)
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Cash flows from investing activities: - - -
---------- --------- ---------
Cash flows from financing activities:
Increase (decrease) in payable to
related parties (722) - 95,071
Issuance of common stock 25,790 35,571 13,750
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Net cash provided by
financing activities 25,068 35,571 108,821
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Net increase in cash 1,227 100 1,453
Cash, beginning of period 226 540 -
---------- ---------- ----------
Cash, end of period $ 1,453 $ 640 $ 1,453
========== ========== ==========
See accompanying notes to financial statements
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<PAGE> 6
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
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(1) In the opinion of the Company's management, the accompanying unaudited
financial statements contain all normal recurring adjustments necessary to
present fairly the Company's financial position for the interim period.
Results of operations for the three and nine months ended June 30, 1999, are
not necessarily indicative of results to be expected for the full fiscal year
ending September 30, 1999.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for annual financial
statements. Although the Company believes that the disclosures in these
unaudited financial statements are adequate to make the information present
for the interim periods not misleading, certain information and footnote
information normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, and these financial statements included in the Company's
annual report to shareholders for the fiscal year ended September 30, 1998.
(2) Loss per common share is based on the weighted average number of
shares outstanding during the period.
(3) At the Special meeting on July 20, 1999, the shareholders voted on the
Acquisition Proposal to ratify and approve the Agreement and Plan of
Reorganization entered into between the Company and Chicago Map Corporation
("CMC") that provides for:
(A) The implementation of a 1-for-70 reverse split of all of the
Company's issued and outstanding shares of common stock;
(B) the issuance of 10,500,000 shares of the Company's post-reverse
split common stock to the CMC shareholders in exchange for all of
the CMC common stock;
(C) changing the name of the Company to "Lexon Technologies, Inc."; and
(D) electing Steven J. Peskaitis, Mike Barnett, Paris Karahalios, James
L. Rooney, and Thomas W. Rieck, all nominees of CMC, as directors of
the Company, to serve until the next annual meeting of shareholders
and until their successors are duly elected and qualified.
<PAGE>
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management,
related to the proposed acquisition of Chicago Map Corporation ("CMC") by the
Company. Statements in this periodic report that are not historical facts are
hereby identified as "forward-looking statements" for the purpose of the safe
harbor provided by Section 21E of the Exchange Act and Section 27A of the
Securities Act.
Business of the Company
- -----------------------
The Company's executive offices have been located at 7777 East main
Street, Suite 251, Scottsdale, AZ 85251, (602) 945-5343. The Company was
incorporated on February 14, 1983, in the state of Utah under the name Chelsea
Energy Corporation (hereinafter the "Registrant" or the "Company"). In
connection with its formation, a total of 1,047,000 shares of its common stock
were issued to the founders of the Company. In March 1985, the Company sold
3,000,000 shares of its common stock in connection with a public offering at a
price of $0.01 per share. The public offering was registered with the Utah
Securities Division pursuant to Section 61-1-10, Utah Code Annotated, as
amended. The offering was exempt from federal registration pursuant to
Regulation D, Rule 504, promulgated under the Securities Act of 1933, as
amended. The Company was initially formed to provide professional consulting
services to local government units.
In April 1989, the Company formed California Cola Distributing Company,
Inc. ("CCDCI") under the laws of the state of Delaware as a wholly-owned
subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in
connection with a reincorporation merger. As a result of the reincorporation
merger, the Company changed its domicile to the state of Delaware from the
state of Utah and changed its name from Chelsea Energy Corporation to
California Cola Distributing Company, Inc. In October 1992, the Company
effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group
Incorporated, a principal shareholder of the Company and changed the its name
to Rexford, Inc.
Current Business Activities
- ----------------------------
On March 26, 1999, the Company and CMC entered into an Agreement and Plan
of Reorganization (the "Acquisition Agreement") relating to the acquisition of
CMC by the Company through a share exchange. The Acquisition Agreement has
been approved by the board of directors and shareholder of CMC and the board
of directors of the Company, and was subject to the approval of the Company
shareholders. The Company held a special meeting of shareholder on July 20,
1999 for the purpose of ratify the terms of the Acquisition Agreement and
electing new directors consisting of the nominees of CMC.
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On July 20, 1999, the Company's shareholders approved the acquisition
of all of the issued and outstanding shares of CMC, a privately-held Illinois
corporation. In connection with such acquisition transaction, the Company's
shareholders and Board of Directors adopted resolutions to effect a 70-for-1
reverse split of the Company's issued and outstanding shares of $.001 par
value common stock and Common Stock Purchase Warrants. The Acquisition was
closed on July 21, 1999. A total of 10,500,000 post-split shares of the
Company's common stock were issued in connection with the acquisition
transaction. At the time of the acquisition, the individuals serving as
officers and directors of the Company resigned, upon the election and
appointment of their successors. As of the date hereof, a total of 11,500,000
shares of the Company's common stock are issued and outstanding. Effective
July 21, 1999, the effective date of the 70-for-1 reverse split, a total of
11,500,000 shares of the Company's common stock are issued and outstanding.
The Company's name was changed to LEXON Technologies, Inc. in connection with
the acquisition.
The acquisition was structured as a stock-for-stock exchange pursuant to
Section 368(a)(1)(B) of the Internal Revenue Code. The securities issued in
the acquisition were issued in a private transaction in reliance on Section
4(2) of the Securities Act of 1933, as amended. In connection with such
acquisition, the Company's shareholders elected new directors and voted in
favor of a proposal to change the Registrant's name to LEXON Technologies,
Inc. The Company intends to engage in the business of developing,
manufacturing and marketing a full range of geographic and statistical
information applications through Internet, electronic, multimedia, CD-Rom, DVD
and other interactive technology formats for business, educators, students and
consumers.
Discussion and Analysis of Financial Condition and Results of Operations
- ------------------------------------------------------------------------
Prior to the acquisition of CMC, the business activities of the Company
were subject to several significant risks which arise primarily as a result of
the fact that the Company has no specific business.
Liquidity and Capital Resources
- -------------------------------
During the reporting period the Company had only limited expenses, it
incurred additional legal and accounting costs to remain current on its
financial and corporate reporting obligations. Management anticipates that as
a result of the acquisition of CMC the Company will incur more cost including
legal and accounting fees associated with completing the acquisition of CMC.
At June 30, 1999, the Company did not have the assets to meet these financial
requirements and certain costs and expenses associated with the Acquisition
Proposal were paid by Mark A. Scharmann, a then officer, director and
principal shareholder of the Company.
At June 30, 1999, the Company had current assets of $1,453 and current
liabilities of $42,002, for a working capital deficit of $(40,549). The
Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and professional fees associated with
accounting and legal costs. Mr. Scharmann has advanced money to the Company
from time to time and such advances bear interest at a rate of 10% per annum
and have no maturity date. Prior to June 30, 1999, the balance of the
outstanding advances were converted into shares of common stock of the
Company.
<PAGE> 9
Prior to the completion of the acquisition of CMC, the former president of
the Company was providing the Company with a location for its offices on a
"rent free basis" and no salaries or other form of compensation were paid by
the Company for the time and effort required by management to run the Company.
Following approval of the Acquisition Proposal, the Company's executive
offices have been moved to the executive offices of CMC.
Results of Operations
- ---------------------
Since discontinuing operations in 1992, the Company has not generated
revenue. For the nine month period ended June 30, 1999, the Company has
incurred $55,509 in general and administrative expenses. Since inception, the
Company has an accumulated deficit of $(254,266).
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
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Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
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None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEXON TECHNOLOGIES, INC.
[Registrant]
Dated: August 13, 1999 By/S/John B. McLean, Vice-President,
Chief Financial Officer, and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,453
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,453
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,453
<CURRENT-LIABILITIES> 42,002
<BONDS> 0
0
0
<COMMON> 213,717
<OTHER-SE> (254,266)
<TOTAL-LIABILITY-AND-EQUITY> 1,453
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 55,509
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<CHANGES> 0
<NET-INCOME> (55,509)
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