U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number ______


LEXIT TECHNOLOGY, INC.
- -----------------------------------------
- ----
(Name of Small Business Issuer in its
charter)


Colorado
None
- --------                        	  -
- ---------
(State or other jurisdiction of
(I.R.S. employer
Incorporation or formation)
identification number)



P.O. Box 152112
San Diego, California  92195
(Address of principal executive offices)
(Zip Code)


Issuer's telephone number: 619-659-8297

Securities to be registered under Section
12(b) of the Act: none

Securities to be registered under Section
12(g) of the Exchange Act:

Common Stock
$.001 Par Value
(Title of Class)






ITEM 1. DESCRIPTION OF BUSINESS

(a)    Business Development

       LEXIT TECHNOLOGY, INC. ("we",
"us", "our", the "Company" or the
"Registrant") was incorporated in the
State of Colorado on February 16, 2007.
The Company has been in the developmental
stage since inception and has conducted
virtually no business operations, other
than organizational activities and
preparation of this registration
statement on Form 10SB/12g. The Company
has no full-time employees and owns no
real estate or personal property. The
Company was formed as a vehicle to pursue
a business combination and has made no
efforts to identify a possible business
combination. As a result, the Company has
not conducted negotiations or entered
into a letter of intent concerning any
target business. The business purpose of
the Company is to seek the acquisition of
or merger with, an existing company.

(b)    Business of Issuer

       The Company, based on proposed
business activities, is a "blank check"
company. The U.S. Securities and Exchange
Commission (the "SEC") defines those
companies as "any development stage
company that is issuing a penny stock,
within the meaning of Section 3 (a)(51)
of the Exchange Act of 1934, as amended,
(the "Exchange Act") and that has no
specific business plan or purpose, or has
indicated that its business plan is to
merge with an unidentified company or
companies." Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended
(the "Securities Act"), the Company also
qualifies as a "shell company," because
it has no or nominal assets (other than
cash) and no or nominal operations. Many
states have enacted statutes, rules and
regulations limiting the sale of
securities of "blank check" companies in
their respective jurisdictions.
Management does not intend to undertake
any efforts to cause a market to develop
in our securities, either debt or equity,
until we have successfully concluded a
business combination. The Company intends
to comply with the periodic reporting
requirements of the Exchange Act for so
long as we are subject to those
requirements.

       The Company was organized to
provide a method for a foreign or
domestic private company to become a
reporting ("public") company whose
securities are qualified for trading in
the United States secondary market such
as the NYSE, NASDAQ, Amex, and the NASD
OTC Bulletin Board, and, as a vehicle to
investigate and, if such investigation
warrants, acquire a target company or
business seeking the perceived advantages
of being a publicly held corporation and,
to a lesser extent that desires to employ
our funds in its business. The Company's
principal business objective for the next
12 months and beyond such time will be to
achieve long-term growth potential
through a combination with a business
rather than immediate, short-term
earnings. The Company will not restrict
its potential candidate target companies
to any specific business, industry or
geographical location and, thus, may
acquire any type of business.

Perceived Benefits

       There are certain perceived
benefits to being a reporting company
with a class of publicly-traded
securities. These are commonly thought to
include the following:

       -  the ability to use registered
securities to make acquisitions of assets
or businesses;

       -  increased visibility in the
financial community;

       -  the facilitation of borrowing
from financial institutions;

       -  improved trading efficiency;

       -  shareholder liquidity;

       -  greater ease in subsequently
raising capital;

       -  compensation of key employees
through stock options for which  there
may be a market valuation;

       -  enhanced corporate image;

       -  a presence in the United States
capital market.

Potential Target Companies

       A business entity, if any, which
may be interested in a business
combination with the Company, may include
the following:

- -	a company for which a primary
purpose of becoming public is
the use of its securities for
the acquisition of assets or
businesses;

- -  a company which is unable to
find an underwriter of its
securities or is unable to find
an underwriter of securities
on terms acceptable to it;

	-  a company which wishes to
become public with less
dilution of its common stock
than would occur upon an
underwriting;

- -  a company which believes that
it will be able to obtain
investment capital on more
favorable terms after it has
become public;

 -  a foreign company which may
wish an initial entry into the
United States securities market;

- -  a special situation company,
such as a company seeking a public
market to satisfy redemption
requirements under a qualified
Employee Stock Option Plan;

- -  a company seeking one or more
of the other perceived benefits of
becoming a public company.

       The analysis of new business
opportunities will be undertaken by or
under the supervision of the officers and
directors of the Registrant. The
Registrant has unrestricted flexibility
in seeking, analyzing and participating
in potential business opportunities. In
its efforts to analyze potential
acquisition targets, the Registrant will
consider the following kinds of factors:

- -  Potential for growth, indicated
by new technology, anticipated
market expansion or new products;

- -  Competitive position as
compared to other firms of similar
size and experience within the
industry segment as well as within
the industry as a whole;

 -  Strength and diversity of
management, either in place or
scheduled for recruitment;

 -  Capital requirements and
anticipated availability of
required funds, to be provided by
the Registrant or from operations,
through the sale of additional
securities, through joint ventures
or similar arrangements or from
other sources;

- -  The cost of participation by
the Registrant as compared to the
perceived tangible and intangible
values and potentials;

- -  The extent to which the
business opportunity can be
advanced;

- -  The accessibility of required
management expertise, personnel,
raw materials, services,
professional assistance and other
required items; and

- -  Other relevant factors.

        In applying the foregoing
criteria, no one of which will be
controlling, management will attempt to
analyze all factors and circumstances and
make a determination based upon
reasonable investigative measures and
available data. Potentially available
business opportunities may occur in many
different industries, and at various
stages of development, all of which will
make the task of comparative
investigation and analysis of such
business opportunities extremely
difficult and complex. Due to the
Registrant's limited capital available
for investigation, the Registrant may not
discover or adequately evaluate adverse
facts about the opportunity to be
acquired.


       No assurances can be given that
the Company will be able to enter into a
business combination, as to the terms of
a business combination, or as to the
nature of the target company.

Form of Acquisition

        The manner in which the
Registrant participates in an opportunity
will depend upon the nature of the
opportunity, the respective needs and
desires of the Registrant and the
promoters of the opportunity, and the
relative negotiating strength of the
Registrant and such promoters.

        It is likely that the Registrant
will acquire its participation in a
business opportunity through the issuance
of common stock or other securities of
the Registrant. Although the terms of any
such transaction cannot be predicted, it
should be noted that in certain
circumstances the criteria for
determining whether or not an acquisition
is a so-called "tax free" reorganization
under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended (the
"Code"), depends upon whether the owners
of the acquired business own 80% or more
of the voting stock of the surviving
entity. If a transaction were structured
to take advantage of these provisions
rather than other "tax free" provisions
provided under the Code, all prior
stockholders would in such circumstances
retain 20% or less of the total issued
and outstanding shares.

Under other circumstances, depending upon
the relative negotiating strength of the
parties, prior stockholders may retain
substantially less than 20% of the total
issued and outstanding shares of the
surviving entity. This could result in
substantial additional dilution to the
equity of those who were stockholders of
the Registrant prior to such
reorganization.

        The present stockholders of the
Registrant will likely not have control
of a majority of the voting shares of the
Registrant following a reorganization
transaction. As part of such a
transaction, all or a majority of the
Registrant's directors may resign and new
directors may be appointed without any
vote by stockholders.

        In the case of an acquisition,
the transaction may be accomplished upon
the sole determination of management
without any vote or approval by
stockholders. In the case of a statutory
merger or consolidation directly
involving the Company, it will likely be
necessary to call a stockholders' meeting
and obtain the approval of the holders of
a majority of the outstanding shares. The
necessity to obtain such stockholder
approval may result in delay and
additional expense in the consummation of
any proposed transaction and will also
give rise to certain appraisal rights to
dissenting stockholders. Most likely,
management will seek to structure any
such transaction so as not to require
stockholder approval.

        It is anticipated that the
investigation of specific business
opportunities and the negotiation,
drafting and execution of relevant
agreements, disclosure documents and
other instruments will require
substantial management time and attention
and substantial cost for accountants,
attorneys and others. If a decision is
made not to participate in a specific
business opportunity, the costs
theretofore incurred in the related
investigation would not be recoverable.
Furthermore, even if an agreement is
reached for the participation in a
specific business opportunity, the
failure to consummate that transaction
may result in the loss to the Registrant
of the related costs incurred.

       We presently have no employees
apart from our management. Our officer
and sole director is engaged in outside
business activities and anticipates he
will devote to our business very limited
time until the acquisition of a
successful business opportunity has been
identified. We expect no significant
changes in the number of our employees
other than such changes, if any, incident
to a business combination.

       We are voluntarily filing this
Registration Statement with the United
States Securities and Exchange Commission
and we're under no obligation to do so
under the Securities Exchange Act of
1934.

(c) Reports to security holders.

     (1) The Company is not required to
deliver an annual report to security
holders and at this time does not
anticipate the distribution of such a
report.
     (2) The Company will file reports
with the SEC. The Company will be a
reporting company and will comply with
the requirements of the Exchange Act.

     (3) The public may read and copy any
materials the Company files with the SEC
at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information
on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-
0330. Additionally, the SEC maintains an
Internet site that contains reports,
proxy and information statements, and
other information regarding issuers that
file electronically with the SEC, which
can be found at http://www.sec.gov.

ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION

       The Company was organized as a
vehicle to investigate and, if such
investigation warrants, acquire a target
company or business seeking the perceived
advantages of being a publicly held
corporation. Our principal business
objective for the next 12 months and
beyond such time will be to achieve long-
term growth potential through a
combination with a business rather than
immediate, short-term earnings. The
Company will not restrict our potential
candidate target companies to any
specific business, industry or
geographical location and, thus, may
acquire any type of business.

       The Company does not currently
engage in any business activities that
provide cash flow. The costs of
investigating and analyzing business
combinations for the next 12 months and
beyond such time will be paid with money
in our treasury, if any, or with
additional money contributed by Walter
Reed, our sole director, officer and
stockholder, or another source.

       During the next 12 months we
anticipate incurring costs related to:

       (i)   filing of Exchange Act
reports, and

       (ii)  costs relating to
consummating an acquisition.

       We believe we will be able to meet
these costs through use of funds in our
treasury and additional amounts, as
necessary, to be loaned to or invested in
us by our stockholders, management or
other investors.

       The Company may consider a
business which has recently commenced
operations, is a developing company in
need of additional funds for expansion
into new products or markets, is seeking
to develop a new product or service, or
is an established business which may be
experiencing financial or operating
difficulties and is in need of additional
capital. In the alternative, a business
combination may involve the acquisition
of, or merger with, a company which does
not need substantial additional capital,
but which desires to establish a public
trading market for its shares, while
avoiding, among other things, the time
delays, significant expense, and loss of
voting control which may occur in a
public offering.

       Our sole officer and director has
not had any preliminary contact or
discussions with any representative of
any other entity regarding a business
combination with us. Any target business
that is selected may be a financially
unstable company or an entity in its
early stages of development or growth,
including entities without established
records of sales or earnings. In that
event, we will be subject to numerous
risks inherent in the business and
operations of financially unstable and
early stage or potential emerging growth
companies. In addition, we may effect a
business combination with an entity in an
industry characterized by a high level of
risk, and, although our management will
endeavor to evaluate the risks inherent
in a particular target business, there
can be no assurance that we will properly
ascertain or assess all significant
risks.

       Our management anticipates that it
will likely be able to effect only one
business combination, due primarily to
our limited financing, and the dilution
of interest for present and prospective
stockholders, which is likely to occur as
a result of our management's plan to
offer a controlling interest to a target
business in order to achieve a tax-free
reorganization. This lack of
diversification should be considered a
substantial risk in investing in us,
because it will not permit us to offset
potential losses from one venture against
gains from another.

       The Company anticipates that the
selection of a business combination will
be complex and extremely risky. Because
of general economic conditions, rapid
technological advances being made in some
industries and shortages of available
capital, our management believes that
there are numerous firms seeking even the
limited additional capital that we will
have and/or the perceived benefits of
becoming a publicly traded corporation.
Such perceived benefits of becoming a
publicly traded corporation include,
among other things, facilitating or
improving the terms on which additional
equity financing may be obtained,
providing liquidity for the principals of
and investors in a business, creating a
means for providing incentive stock
options or similar benefits to key
employees, and offering greater
flexibility in structuring acquisitions,
joint ventures and the like through the
issuance of stock. Potentially available
business combinations may occur in many
different industries and at various
stages of development, all of which will
make the task of comparative
investigation and analysis of such
business opportunities extremely
difficult and complex.

RISK FACTORS

AN INVESTMENT IN THE COMPANY IS HIGHLY
SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.

THERE MAY BE CONFLICTS OF INTEREST
BETWEEN OUR MANAGEMENT AND OUR NON-
MANAGEMENT STOCKHOLDERS.

       Conflicts of interest create the
risk that management may have an
incentive to act adversely to the
interests of other investors. A conflict
of interest may arise between our
management's personal pecuniary interest
and its fiduciary duty to our
stockholders. Further, our management's
own pecuniary interest may at some point
compromise its fiduciary duty to our
stockholders. In addition, Mr. Reed, our
sole officer and director, is currently
involved with other blank check companies
and conflicts in the pursuit of business
combinations with such other blank check
companies with which he is, and may be
the future be, affiliated with may arise.
If we and the other blank check companies
that our sole officer and director is
affiliated with desire to take advantage
of the same opportunity, then the officer
and director that is affiliated with both
companies would abstain from voting upon
the opportunity.

OUR BUSINESS IS DIFFICULT TO EVALUATE
BECAUSE WE HAVE NO OPERATING HISTORY.

       As the Company has no operating
history or revenue and only minimal
assets, there is a risk that we will be
unable to continue as a going concern and
consummate a business combination. The
Company has had no recent operating
history nor any revenues or earnings from
operations since inception. We have no
significant assets or financial
resources. We will, in all likelihood,
sustain operating expenses without
corresponding revenues, at least until
the consummation of a business
combination. This may result in our
incurring a net operating loss that will
increase continuously until we can
consummate a business combination with a
profitable business opportunity. We
cannot assure you that we can identify a
suitable business opportunity and
consummate a business combination.

THERE IS COMPETITION FOR THOSE PRIVATE
COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY
MANAGEMENT.

       The Company is in a highly
competitive market for a small number of
business opportunities which could reduce
the likelihood of consummating a
successful business combination. We are
and will continue to be an insignificant
participant in the business of seeking
mergers with, joint ventures with and
acquisitions of small private and public
entities. A large number of established
and well-financed entities, including
small public companies and venture
capital firms, are active in mergers and
acquisitions of companies that may be
desirable target candidates for us.
Nearly all these entities have
significantly greater financial
resources, technical expertise and
managerial capabilities than we do;
consequently, we will be at a competitive
disadvantage in identifying possible
business opportunities and successfully
completing a business combination. These
competitive factors may reduce the
likelihood of our identifying and
consummating a successful business
combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE
ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.

       The nature of our operations is
highly speculative and there is a
consequent risk of loss of your
investment. The success of our plan of
operation will depend to a great extent
on the operations, financial condition
and management of the identified business
opportunity. While management intends to
seek business combination(s) with
entities having established operating
histories, we cannot assure you that we
will be successful in locating candidates
meeting that criterion. In the event we
complete a business combination, the
success of our operations may be
dependent upon management of the
successor firm or venture partner firm
and numerous other factors beyond our
control.

THE COMPANY HAS NO EXISTING AGREEMENT FOR
A BUSINESS COMBINATION OR OTHER
TRANSACTION.

       We have no arrangement, agreement
or understanding with respect to engaging
in a merger with, joint venture with or
acquisition of, a private or public
entity. No assurances can be given that
we will successfully identify and
evaluate suitable business opportunities
or that we will conclude a business
combination. Management has not
identified any particular industry or
specific business within an industry for
evaluation. We cannot guarantee that we
will be able to negotiate a business
combination on favorable terms, and there
is consequently a risk that funds
allocated to the purchase of our shares
will not be invested in a company with
active business operations.

MANAGEMENT INTENDS TO DEVOTE ONLY A
LIMITED AMOUNT OF TIME TO SEEKING A
TARGET COMPANY WHICH MAY ADVERSELY IMPACT
OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.

       While seeking a business
combination, management anticipates
devoting no more than a few hours per
week to the Company's affairs in total.
Our officer has not entered into a
written employment agreement with us and
is not expected to do so in the
foreseeable future. This limited
commitment may adversely impact our
ability to identify and consummate a
successful business combination.

THE TIME AND COST OF PREPARING A PRIVATE
COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING
INTO A MERGER OR ACQUISITION WITH THE
MOST ATTRACTIVE PRIVATE COMPANIES.

       Target companies that fail to
comply with SEC reporting requirements
may delay or preclude acquisition.
Sections 13 and 15(d) of the Exchange Act
require reporting companies to provide
certain information about significant
acquisitions, including certified
financial statements for the company
acquired, covering one, two, or three
years, depending on the relative size of
the acquisition. The time and additional
costs that may be incurred by some target
entities to prepare these statements may
significantly delay or essentially
preclude consummation of an acquisition.
Otherwise suitable acquisition prospects
that do not have or are unable to obtain
the required audited statements may be
inappropriate for acquisition so long as
the reporting requirements of the
Exchange Act are applicable.

THE COMPANY MAY BE SUBJECT TO FURTHER
GOVERNMENT REGULATION WHICH WOULD
ADVERSELY AFFECT OUR OPERATIONS.

       Although we will be subject to the
reporting requirements under the Exchange
Act, management believes we will not be
subject to regulation under the
Investment Company Act of 1940, as
amended (the "Investment Company Act"),
since we will not be engaged in the
business of investing or trading in
securities. If we engage in business
combinations which result in our holding
passive investment interests in a number
of entities, we could be subject to
regulation under the Investment Company
Act. If so, we would be required to
register as an investment company and
could be expected to incur significant
registration and compliance costs. We
have obtained no formal determination
from the SEC as to our status under the
Investment Company Act and, consequently,
violation of the Investment Company Act
could subject us to material adverse
consequences.

ANY POTENTIAL ACQUISITION OR MERGER WITH
A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.

       If we enter into a business
combination with a foreign concern, we
will be subject to risks inherent in
business operations outside of the United
States. These risks include, for example,
currency fluctuations, regulatory
problems, punitive tariffs, unstable
local tax policies, trade embargoes,
risks related to shipment of raw
materials and finished goods across
national borders and cultural and
language differences. Foreign economies
may differ favorably or unfavorably from
the United States economy in growth of
gross national product, rate of
inflation, market development, rate of
savings, and capital investment, resource
self-sufficiency and balance of payments
positions, and in other respects.

THERE IS CURRENTLY NO TRADING MARKET FOR
OUR COMMON STOCK, AND LIQUIDITY OF SHARES
OF OUR COMMON STOCK IS LIMITED.

       Our shares of Common Stock are not
registered under the securities laws of
any state or other jurisdiction, and
accordingly there is no public trading
market for our Common Stock. Further, no
public trading market is expected to
develop in the foreseeable future unless
and until the Company completes a
business combination with an operating
business and the Company thereafter files
a registration statement under the
Securities Act. Therefore, outstanding
shares of our Common Stock cannot be
offered, sold, pledged or otherwise
transferred unless subsequently
registered pursuant to, or exempt from
registration under, the Securities Act
and any other applicable federal or state
securities laws or regulations. Shares of
our Common Stock cannot be sold under the
exemptions from registration provided by
Rule 144 under or Section 4(1) of the
Securities Act, in accordance with the
letter from Richard K. Wulff, Chief of
the Office of Small Business Policy of
the Securities and Exchange Commission's
Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January
21, 2000. This letter provides that
certain private transfers of the shares
also may be prohibited without
registration under federal securities
laws. Compliance with the criteria for
securing exemptions under federal
securities laws and the securities laws
of the various states is extremely
complex, especially in respect of those
exemptions affording flexibility and the
elimination of trading restrictions in
respect of securities received in exempt
transactions and subsequently disposed of
without registration under the Securities
Act or state securities laws.

WE HAVE NEVER PAID DIVIDENDS ON OUR
COMMON STOCK.

       We have never paid dividends on
our Common Stock and do not presently
intend to pay any dividends in the
foreseeable future. We anticipate that
any funds available for payment of
dividends will be re-invested into the
Company to further its business strategy.

THE COMPANY MAY BE SUBJECT TO CERTAIN TAX
CONSEQUENCES IN OUR BUSINESS, WHICH MAY
INCREASE OUR COST OF DOING BUSINESS.

       We may not be able to structure
our acquisition to result in tax-free
treatment for the companies or their
stockholders, which could deter third
parties from entering into certain
business combinations with us or result
in being taxed on consideration received
in a transaction. Currently, a
transaction may be structured so as to
result in tax-free treatment to both
companies, as prescribed by various
federal and state tax provisions. We
intend to structure any business
combination so as to minimize the federal
and state tax consequences to both us and
the target entity; however, we cannot
guarantee that the business combination
will meet the statutory requirements of a
tax- free reorganization or that the
parties will obtain the intended tax-free
treatment upon a transfer of stock or
assets. A non-qualifying reorganization
could result in the imposition of both
federal and state taxes that may have an
adverse effect on both parties to the
transaction.

OUR BUSINESS WILL HAVE NO REVENUES UNLESS
AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.
       We are a development stage company
and have had no revenues from operations.
We may not realize any revenues unless
and until we successfully merge with or
acquire an operating business.

THE COMPANY INTENDS TO ISSUE MORE SHARES
IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.

       Our Certificate of Incorporation
authorizes the issuance of a maximum of
100,000,000 shares of common stock and a
maximum of 20,000,000 shares of preferred
stock. Any merger or acquisition effected
by us may result in the issuance of
additional securities without stockholder
approval and may result in substantial
dilution in the percentage of our common
stock held by our then existing
stockholders. Moreover, the common stock
issued in any such merger or acquisition
transaction may be valued on an arbitrary
or non-arm's-length basis by our
management, resulting in an additional
reduction in the percentage of common
stock held by our then existing
stockholders. Our Board of Directors has
the power to issue any or all of such
authorized but unissued shares without
stockholder approval. To the extent that
additional shares of common stock or
preferred stock are issued in connection
with a business combination or otherwise,
dilution to the interests of our
stockholders will occur and the rights of
the holders of common stock might be
materially and adversely affected.

THE COMPANY HAS CONDUCTED NO MARKET
RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR
ABILITY TO IDENTIFY A BUSINESS TO MERGE
WITH OR ACQUIRE.

         The Company has neither
conducted nor have others made available
to us results of market research
concerning prospective business
opportunities. Therefore, we have no
assurances that market demand exists for
a merger or acquisition as contemplated
by us. Our management has not identified
any specific business combination or
other transactions for formal evaluation
by us, such that it may be expected that
any such target business or transaction
will present such a level of risk that
conventional private or public offerings
of securities or conventional bank
financing will not be available. There is
no assurance that we will be able to
acquire a business opportunity on terms
favorable to us. Decisions as to which
business opportunity to participate in
will be unilaterally made by our
management, which may act without the
consent, vote or approval of our
stockholders.

BECAUSE WE MAY SEEK TO COMPLETE A
BUSINESS COMBINATION THROUGH A "REVERSE
MERGER", FOLLOWING SUCH A TRANSACTION WE
MAY NOT BE ABLE TO ATTRACT THE ATTENTION
OF MAJOR BROKERAGE FIRMS.

       Additional risks may exist since
we will assist a privately held business
to become public through a "reverse
merger." Securities analysts of major
brokerage firms may not provide coverage
of our Company since there is no
incentive to brokerage firms to recommend
the purchase of our common stock. No
assurance can be given that brokerage
firms will want to conduct any secondary
offerings on behalf of our post-merger
company in the future.

WE CANNOT ASSURE YOU THAT FOLLOWING A
BUSINESS COMBINATION WITH AN OPERATING
BUSINESS; OUR COMMON STOCK WILL BE LISTED
ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.

       Following a business combination,
we may seek the listing of our common
stock on NASDAQ or the American Stock
Exchange. However, we cannot assure you
that following such a transaction, we
will be able to meet the initial listing
standards of either of those or any other
stock exchange, or that we will be able
to maintain a listing of our common stock
on either of those or any other stock
exchange. After completing a business
combination, until our common stock is
listed on the NASDAQ or another stock
exchange, we expect that our common stock
would be eligible to trade on the OTC
Bulletin Board, another over-the- counter
quotation system, or on the "pink
sheets," where our stockholders may find
it more difficult to dispose of shares or
obtain accurate quotations as to the
market value of our common stock. In
addition, we would be subject to an SEC
rule that, if it failed to meet the
criteria set forth in such rule, imposes
various practice requirements on broker-
dealers who sell securities governed by
the rule to persons other than
established customers and accredited
investors. Consequently, such rule may
deter broker-dealers from recommending or
selling our common stock, which may
further affect its liquidity. This would
also make it more difficult for us to
raise additional capital following a
business combination.

AUTHORIZATION OF PREFERRED STOCK.

       Our Certificate of Incorporation
authorizes the issuance of up to
20,000,000 shares of preferred stock with
designations, rights and preferences
determined from time to time by its Board
of Directors. Accordingly, our Board of
Directors is empowered, without
stockholder approval, to issue preferred
stock with dividend, liquidation,
conversion, voting, or other rights which
could adversely affect the voting power
or other rights of the holders of the
common stock. In the event of issuance,
the preferred stock could be utilized,
under certain circumstances, as a method
of discouraging, delaying or preventing a
change in control of the Company.
Although we have no present intention to
issue any shares of its authorized
preferred stock, there can be no
assurance that the Company will not do so
in the future.

THIS REGISTRATION STATEMENT CONTAINS
FORWARD-LOOKING STATEMENTS AND
INFORMATION RELATING TO US, OUR INDUSTRY
AND TO OTHER BUSINESSES.

       These forward-looking statements
are based on the beliefs of our
management, as well as assumptions made
by and information currently available to
our management. When used in this
prospectus, the words "estimate,"
"project," "believe," "anticipate,"
"intend," "expect" and similar
expressions are intended to identify
forward-looking statements. These
statements reflect our current views with
respect to future events and are subject
to risks and uncertainties that may cause
our actual results to differ materially
from those contemplated in our forward-
looking statements. We caution you not to
place undue reliance on these forward-
looking statements, which speak only as
of the date of this prospectus. We do not
undertake any obligation to publicly
release any revisions to these forward-
looking statements to reflect events or
circumstances after the date of this
prospectus or to reflect the occurrence
of unanticipated events.

ITEM 3.  DESCRIPTION OF PROPERTY

        The Company neither rents nor
owns any properties. The Company
currently has no policy with respect to
investments or interests in real estate,
real estate mortgages or securities of,
or interests in, persons primarily
engaged in real estate activities.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of certain
beneficial owners.

       The following table sets forth, as
of the date of this filing, the number of
shares of Common Stock owned of record
and beneficially by executive officers,
directors and persons who hold 5% or more
of the outstanding Common Stock of the
Company.


Amount and Nature of
Name and
Beneficial                Percentage
Address
	Ownership                 of Class
- -------                                 -
- --------                         --------

Walter Reed
	1,390,000
100%
P.O. Box 152112
San Diego, CA 92195

All Officers and              	  1,390,000
100%
Directors as a group

(1) Mr. Reed is the President, Secretary
and sole director of the Company.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS

       Our officers and directors and
additional information concerning them
are as follows:

Name                       Age
Position
- ----                            ---
- --------
Walter Reed              72
President, Secretary and Director

WALTER REED, PRESIDENT, SECRETARY AND
DIRECTOR.

        Mr. Reed is a 35 year veteran in
the filed of Radio Frequency (RF) and
Microwave technologies, working in the
capacity of top-level management for
companies such as:

*	Dynatech Corporation, served as
Corporate Officer, SVP,
Marketing/Sales/Contracts and
Director of New Business
Development;
*	Amplica Corporation, a division of
Comsat, Inc., as VP responsible for
Marketing, Sales and Program
Mamagement; responsible for Major
Military and Commercial Contracts;
*	E&M Labs, (A Sterling Corporation)
served as corporate VP;
*	MAG Technology served as Executive
VP, Contracts/Marketing/Sales;
*	Rantec Corp (An Emerson Electric
Company) Director Marketing and
Contracts.
*	Westinghouse Corp. R&D-Field
Engineer involved with Naval
Underwater Research Studies

Mr Reed served in the capacity of
board member and advisor to several
corporations; he earned a BS and LLB
degrees with advanced education at
UCLA School of Business.

       The term of office of each
director expires at our annual meeting of
stockholders or until their successors
are duly elected and qualified.

B. Significant Employees. None.

C. Family Relationships. None.

D. Involvement in Certain Legal
Proceedings. There have been no events
under any bankruptcy act, no criminal
proceedings and no judgments,
injunctions, orders or decrees material
to the evaluation of the ability and
integrity of any director, executive
officer, promoter or control person of
Registrant during the past five years.

E. The Board of Directors acts as the
Audit Committee and the Board has no
separate committees. The Company has no
qualified financial expert at this time
because it has not been able to hire a
qualified candidate. Further, the Company
believes that it has inadequate financial
resources at this time to hire such an
expert. The Company intends to continue
to search for a qualified individual for
hire.

PRIOR BLANK CHECK COMPANY EXPERIENCE

As indicated below, our sole officer and
director also serves as officer and
director of:

Name

Filing Date Registration Statement

Operating Status

SEC File Number

Pending Business Combinations

Additional Information
Hyperion Energy, Inc.


March 5, 2007

Pending effectiveness

Unknown (filed this date)

None.

Mr. Reed has served as President,
Secretary and sole director since
inception.











Belarus Capital, Corp.


March 5, 2007

Pending effectiveness

Unknown (filed this date)

None.

Mr. Reed has served as President,
Secretary and sole director since
inception.











Ascension Energy, Inc.

March 5, 2007

Pending effectiveness

Unknown
(filed this date)

None.

Mr. Reed has served as President,
Secretary and sole director since
inception.


ITEM 6.  EXECUTIVE COMPENSATION

       The Company's officer and director
does not receive any compensation for his
services rendered to the Company since
inception, has not received such
compensation in the past, and is not
accruing any compensation pursuant to any
agreement with the Company.  No
remuneration of any nature has been paid
for or on account of services rendered by
a director in such capacity. The
Company's sole officer and director
intends to devote no more than a few
hours a week to our affairs.

       The officer and director of the
Company will not receive any finder's
fee, either directly or indirectly, as a
result of his efforts to implement the
Company's business plan outlined herein.

       It is possible that, after the
Company successfully consummates a
business combination with an unaffiliated
entity, that entity may desire to employ
or retain one or a number of members of
our management for the purposes of
providing services to the surviving
entity. However, the Company has adopted
a policy whereby the offer of any post-
transaction employment to members of
management will not be a consideration in
our decision whether to undertake any
proposed transaction.

       No retirement, pension, profit
sharing, stock option or insurance
programs or other similar programs have
been adopted by the Company for the
benefit of its employees.

       There are no understandings or
agreements regarding compensation our
management will receive after a business
combination that is required to be
included in this table, or otherwise.

ITEM 7.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

       On February 16, 2007 (inception),
the Company issued 1,390,000 restricted
shares of its Common Stock to Walter Reed
in exchange for $1,390 in cash which paid
for the State incorporation fees and
annual resident agent fee in Colorado.
See Item 4, "Recent Sales of Unregistered
Securities."  Mr. Reed, the sole officer
and director of the Company, is the sole
shareholder of the Company. With respect
to the sales made to Mr. Reed, the
Company relied upon Section 4(2) of the
Securities Act of 1933, as amended (the
"Securities Act") and Rule 506
promulgated thereunder. Such security
holder cannot rely on Rule 144 for resale
transactions and therefore can only be
resold through Registration under the
Securities Act.

       The Company utilizes the office
space and equipment of its stockholder at
no cost. Management of the Company
estimates such amounts to be immaterial.

Conflicts Of Interest

       The Company's proposed business
raises potential conflicts of interest
between the Company and Walter Reed, the
Company's sole officer and director. Mr.
Reed has other business interests to
which he currently devotes attention, and
is expected to continue to do so. As a
result, conflicts of interest may arise
that can be resolved only through his
exercise of judgment in a manner which is
consistent with his fiduciary duties to
the Company. Mr. Reed intends to devote
as much time to the activities of the
Company as required. However, should such
a conflict arise, there is no assurance
that Mr. Reed would not attend to other
matters prior to those of the Company.
Mr. Reed estimates that the business plan
of the Company can be implemented in
theory by devoting approximately 10 to 15
hours per month over the course of
several months but such figure cannot be
stated with precision.

       The terms of business combination
may include such terms as Mr. Reed
remaining a director or officer of the
Company and/or the continuing work of the
Company being handled by Mr. Reed as a
director. The terms of a business
combination may provide for a payment by
cash or otherwise to Mr. Reed for the
purchase or retirement of all or part of
his common stock of the Company by a
target company. Mr. Reed would directly
benefit from such employment or payment.
Such benefits may influence Mr. Reed's
choice of a target company.

       It will not enter into a business
combination, or acquire any assets of any
kind for the Company's securities, in
which the Company's management or any
affiliates or associates have a greater
than 10% interest, direct or indirect.

       There are no binding guidelines or
procedures for resolving potential
conflicts of interest. Failure by
management to resolve conflicts of
interest in favor of the Company could
result in liability of management to us.
However, any attempt by stockholder to
enforce a liability of management to us
would most likely be prohibitively
expensive and time consuming.

       Additional conflicts of interest
and non-arms length transactions may also
arise in the future in the event the
Company's current and future officers or
directors are involved in the management
of any company with which the Company
transacts business. The Company has
adopted a policy that the Company will
not enter into a business combination, or
acquire any assets of any kind for its
securities, in which management of the
Company or any affiliates or associates
have any interest, direct or indirect.
The Company has established no other
binding guidelines or procedures for
resolving potential conflicts of
interest. Accordingly, the Company's
officer will be required to use their
discretion to resolve them in a manner
which he considers appropriate. Failure
by management to resolve conflicts of
interest in favor of the Company could
result in liability of management to the
Company.

       Except as otherwise indicated
herein, there have been no related party
transactions, or any other transactions
or relationships required to be disclosed
pursuant to Item 404 of Regulation S-B.

ITEM 8.  DESCRIPTION OF SECURITIES

(a) Common or Preferred Stock.

       The authorized capital stock of
the Company consists of 100,000,000
shares of Common Stock, par value $0.001
per share, of which there are 1,390,000
issued and outstanding and 20,000,000
shares of Preferred Stock, par value
$0.001 per share, of which none have been
designated or issued.  The following
summarized the important provisions of
the Company's capital stock.

Common Stock

       Holders of shares of common stock
are entitled to one vote for each share
on all matters to be voted on by the
stockholders. Holders of common stock do
not have cumulative voting rights.
Holders of common stock are entitled to
share ratably in dividends, if any, as
may be declared from time to time by the
Board of Directors in its discretion from
funds legally available therefor. In the
event of a liquidation, dissolution or
winding up of the company, the holders of
common stock are entitled to share pro
rata all assets remaining after payment
in full of all liabilities. All of the
outstanding shares of common stock are
fully paid and non-assessable.

       Holders of common stock have no
preemptive rights to purchase the
Company's common stock. There are no
conversion or redemption rights or
sinking fund provisions with respect to
the common stock.

Preferred Stock

       The Board of Directors is
authorized to provide for the issuance of
shares of preferred stock in series and,
by filing a certificate pursuant to the
applicable law of Colorado, to establish
from time to time the number of shares to
be included in each such series, and to
fix the designation, powers, preferences
and rights of the shares of each such
series and the qualifications,
limitations or restrictions thereof
without any further vote or action by the
shareholders. Any shares of preferred
stock so issued would have priority over
the common stock with respect to dividend
or liquidation rights. Any future
issuance of preferred stock may have the
effect of delaying, deferring or
preventing a change in control of our
Company without further action by the
shareholders and may adversely affect the
voting and other rights of the holders of
common stock. At present, we have no
plans to neither issue any preferred
stock nor adopt any series, preferences
or other classification of preferred
stock.

       The issuance of shares of
preferred stock, or the issuance of
rights to purchase such shares, could be
used to discourage an unsolicited
acquisition proposal. For instance, the
issuance of a series of preferred stock
might impede a business combination by
including class voting rights that would
enable the holder to block such a
transaction, or facilitate a business
combination by including voting rights
that would provide a required percentage
vote of the stockholders. In addition,
under certain circumstances, the issuance
of preferred stock could adversely affect
the voting power of the holders of the
common stock. Although the Board of
Directors is required to make any
determination to issue such stock based
on its judgment as to the best interests
of our stockholders, the Board of
Directors could act in a manner that
would discourage an acquisition attempt
or other transaction that some, or a
majority, of the stockholders might
believe to be in their best interests or
in which stockholders might receive a
premium for their stock over the then
market price of such stock. The Board of
Directors does not at present intend to
seek stockholder approval prior to any
issuance of currently authorized stock,
unless otherwise required by law or stock
exchange rules. We have no present plans
to issue any preferred stock.

       For more information about the
Company's capital stock, please see the
copy of the Company's Certificate of
Incorporation and By-laws, copies of
which have been filed as exhibits to this
Form 10-SB.

Dividends

       Dividends, if any, will be
contingent upon the Company's revenues
and earnings, if any, capital
requirements and financial conditions.
The payment of dividends, if any, will be
within the discretion of the Company's
Board of Directors. The Company presently
intends to retain all earnings, if any,
for use in its business operations and
accordingly, the Board of Directors does
not anticipate declaring any dividends
prior to a business combination.

Trading of Securities in Secondary Market

       The Company presently has
1,390,000 shares of common stock issued
and outstanding, all of which are
"restricted securities," as that term is
defined under Rule 144 promulgated under
the Securities Act, in that such shares
were issued in private transactions not
involving a public offering. The
Commission has concluded that Rule 144 is
not available for resale transactions for
securities issued by blank check
companies and, consequently, the resale
of such securities cannot occur without
registration under the Securities Act.
Further, promoters and affiliates of a
blank check company and their transferees
would be considered "underwriters" under
the Securities Act of 1933 when reselling
the securities of a blank check company.
The Commission also states that these
securities can only be resold through a
registered offering. Rule 144 would not
be available for those resale
transactions despite technical compliance
with the requirements of that Rule. This
requirement, however, may not apply to
transactions not involving the blank
check company's promoters, affiliates or
their transferees. As a result of the
foregoing, the Company's current
shareholder will not be able to rely on
the provisions of Rule 144. He will
instead be required to file a
registration statement under Securities
Act of 1933 in order to complete any
public sales of his shares. Further
information may be found in the NASD
Notice to Members 00-49.

       Following a business combination,
a target company will normally wish to
list its common stock for trading in one
or more United States markets. The target
company may elect to apply for such
listing immediately following the
business combination or at some later
time.

       In order to qualify for listing on
the Nasdaq SmallCap Market, a company
must have at least (i) net tangible
assets of $4,000,000 or market
capitalization of $50,000,000 or net
income for two of the last three years of
$750,000; (ii) public float of 1,000,000
shares with a market value of $5,000,000;
(iii) a bid price of $4.00; (iv) three
market makers; (v) 300 shareholders and
(vi) an operating history of one year or,
if less than one year, $50,000,000 in
market capitalization. For continued
listing on the Nasdaq SmallCap Market, a
company must have at least (i) net
tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net
income for two of the last three years of
$500,000; (ii) a public float of 500,000
shares with a market value of $1,000,000;
(iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.

       If, after a business combination,
we do not meet the qualifications for
listing on the Nasdaq SmallCap Market, we
may apply for quotation of our securities
on the NASD OTC Bulletin Board. In
certain cases we may elect to have our
securities initially quoted in the "pink
sheets" published by the Pink Sheets,
LLC. On April 7, 2000, the Securities and
Exchange Commission issued a
clarification with regard to the
reporting status under the Securities
Exchange Act of 1934 of a non-reporting
company after it acquired a reporting
"blank check" company. This letter
clarified the Commission's position that
such Company would not be a successor
issuer to the reporting obligation of the
"blank check" company by virtue of
Exchange Act Rule 12g-3(a).

       We intend that any merger we
undertake would not be deemed a "back
door" registration since we would remain
the reporting company and the Company
that we merge with would not become a
successor issuer to our reporting
obligations by virtue of Commission Rule
12g-3(a).


Rule 504 of Regulation D

       The Commission is of the opinion
that Rule 504 of Regulation D regarding
exemption for limited offerings and sales
of securities not exceeding $1,000,000 is
not available to blank check companies.

Transfer Agent

       It is anticipated that Holladay
Stock Transfer, Inc., Scottsdale, Arizona
will act as transfer agent for the
Company's common stock. However, the
Company may appoint a different transfer
agent or act as its own until a merger
candidate can be identified.

(b) Debt Securities.  None.

(c) Other Securities To Be Registered.
None.


                                    PART
II

ITEM 1.  MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

(a) Market Information. The Company's
Common Stock is not trading on any stock
exchange. The Company is not aware of any
market activity in its stock since its
inception and through the date of this
filing.

(b) Holders. As of the date of this
filing, there was one record holder of
1,390,000 shares of the Company's Common
Stock. The issued and outstanding shares
of the Company's common stock were issued
in accordance with the exemptions from
registration afforded by Section 4(2) of
the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder.

(c) Dividends. The Registrant has not
paid any cash dividends to date and does
not anticipate or contemplate paying
dividends in the foreseeable future. It
is the present intention of management to
utilize all available funds for the
development of the Registrant's business.

ITEM 2. LEGAL PROCEEDINGS.

       Presently, there are not any
material pending legal proceedings to
which the Registrant is a party or as to
which any of its property is subject, and
the Registrant does not know nor is it
aware of any legal proceedings threatened
or contemplated against it.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

        There are not and have not been
any disagreements between the Registrant
and its accountants on any matter of
accounting principles, practices or
financial statement disclosure.

ITEM 4.  RECENT SALES OF UNREGISTERED
SECURITIES.

       The following sets forth
information relating to all previous
sales of the Company's Common Stock,
which sales were not registered under the
Securities Act of 1933.

       In connection with the Company's
organization, on February 16, 2007, Mr.
Walter Reed was issued 1,390,000 shares
of restricted common stock in exchange
for $1,390 in cash which paid for the
State incorporation fees and annual
resident agent fee in Colorado.

       The foregoing purchase and sale to
this sophisticated person (officer and
director) who had superior access to all
corporate and financial information were
exempt from registration under the
Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section
4(2) on the basis that the transaction
did not involve a public offering.

       The purchaser listed above
represented his intention to acquire the
securities for investment only and not
with a view toward distribution. A legend
was placed on the stock certificates
stating that the securities have not been
registered under the Securities Act and
cannot be sold or otherwise transferred
without an effective registration or an
exemption therefrom, but may not be sold
pursuant to the exemptions provided by
Section 4(1) of the Securities Act or
Rule 144 under the Securities Act, in
accordance with the letter from Richard
K. Wulff, Chief of the Office of Small
Business Policy of the Securities and
Exchange Commission's Division of
Corporation Finance, to Ken Worm of NASD
Regulation, Inc., dated January 21, 2000.

       The Company has never utilized an
underwriter for an offering of the
Company's securities, and there were no
underwriting discounts or commissions
involved. Other than the securities
described above, the Company has not
issued or sold any securities.

       No securities have been issued for
services. Neither the Registrant nor any
person acting on its behalf offered or
sold the securities by means of any form
of general solicitation or general
advertising. No services were performed
by any purchaser as consideration for the
shares issued.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND
OFFICERS.

       Indemnification of Officers and
Directors. Our Articles of Incorporation
provide that we may indemnify our
directors, officers, employees, and
agents to the fullest extent permitted by
Colorado law.

     We may indemnify our directors and
officers as well as other employees and
individuals against expenses including
attorneys' fees, judgments, fines and
amounts paid in settlement in connection
with various actions, suits or
proceedings, whether civil, criminal,
administrative or investigative other
than an action by or in the right of the
corporation, a derivative action, if they
acted in good faith and in a manner they
reasonably believed to be in or not
opposed to the best interests of the
corporation, and, with respect to any
criminal action or proceeding, if they
had no reasonable cause to believe their
conduct was unlawful. A similar standard
is applicable in the case of derivative
actions, except that indemnification only
extends to expenses including attorneys'
fees incurred in connection with the
defense or settlement of such actions and
the statute requires court approval
before there can be any indemnification
where the person seeking indemnification
has been found liable to the corporation.

     Director's Liability Limited. Our
Articles of Incorporation exclude
personal liability of its directors to
the company and our shareholders for
monetary damages for breach of fiduciary
duty except in certain specified
circumstances. Accordingly, we will have
a much more limited right of action
against our directors than otherwise
would be the case. This provision does
not affect the liability of any director
under federal or applicable state
securities laws.

The Colorado General Corporation Law
permits a corporation to provide in its
certificate of incorporation that a
director of the corporation shall not be
personally liable to the corporation or
its stockholders for monetary damages for
breach of fiduciary duty as a director,
except for liability for:

- -  any breach of the director's
duty of loyalty to the corporation
or its stockholders;

 -  acts or omissions not in good
faith or which involve intentional
misconduct or a knowing violation
of law;

 -  payments of unlawful dividends
or unlawful stock repurchases or
redemptions; or

- -  any transaction from which the
director derived an improper
personal benefit.

           The Company's Certificate of
Incorporation provides that, to the
fullest extent permitted by applicable
law, none of our directors will be
personally liable to us or our
stockholders for monetary damages for
breach of fiduciary duty as a director.
Any repeal or modification of this
provision will be prospective only and
will not adversely affect any limitation,
right or protection of a director of our
company existing at the time of such
repeal or modification.

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





















		REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
  and Stockholders
Lexit Technology, Inc.
San Diego, California


	We have audited the accompanying
balance sheet of Lexit Technology, Inc.
as of February 28, 2007, and the related
statements of operations and changes in
stockholders' equity (deficit) for the
period from inception, February 16, 2007,
through February 28, 2007.  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 audit.

	We conducted our audit in
accordance with the standards of the
Public Company Accounting Oversight Board
(United States).  Those standards require
that we plan and perform the audit 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 consolidated financial statements.
An audit also includes assessing the
accounting principles used and
significant estimates made by management,
as well as evaluating the overall
consolidated financial statement
presentation.  We believe that our audit
provides 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 the Company as of
February 28, 2007, and the results of its
operations for the year then ended and
for the period from inception, February
16, 2007, through February 28, 2007, in
conformity with accounting principles
generally accepted in the United States
of America.

	The accompanying financial
statements have been prepared assuming
Lexit Technology, Inc. will continue as a
going concern.  As discussed in Note 3 to
the financial statements, the Company has
incurred losses that have resulted in an
accumulated deficit.  This condition
raises substantial doubt about the
Company's ability to continue as a going
concern.  Management's plans regarding
this matter are described in Note 3.  The
financial statements do not include any
adjustments that might result from the
outcome of this uncertainty.

/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  March 9, 2007











F - 1
LEXIT TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET






As of February




28, 2007
ASSETS




Current Assets




Cash



$0.00
Other Assets



$0.00
Total Current Assets



$0.00
Other Assets



$0.00
Total Assets



$0.00





LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIT)


Current Liabilities



$0.00
Officers Advances



$0.00
Accounts Payable



$0.00
Other Liabilities



$0.00
Total Current Liabilities



$0.00





Stockholders' Equity: Common Stock
$.001par value,



authorized 100,000,000 shares; 1,390,000
issued February 16, 2007.

$1390.00
Preferred Stock $.001 par value,
authorized




20,000,000; -0- issued and outstanding









Additional paid in capital



$0.00





Deficit accumulated during development
stage



($1390.00)





Total Shareholders' Equity ( Deficit)



$0.00





TOTAL LIABILITY AND STOCKHOLDER'S



$0.00
EQUITY (DEFICIT)




















See Notes to Financial Statements

LEXIT TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS





February 16, 2007 	 2006    (INCEPTION)   	YEAR ENDED

	(Inception)

Through
,         February 28, 2007

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

    REVENUE

Revenues                         			 $
                                    				   ----------------

	TOTAL REVENUES
		                    -


GENERAL & ADMINISTRATIVE EXPENSES            	    	        1390


TOTAL GENERAL & ADMINISTRATIVE EXPENSES       		        1390
                                  			 -------------
    NET LOSS
$          (1390)
                                 	         ================

BASIC LOSS PER SHARE              	  $         (0.00)


WEIGHTED AVERAGE NUMBER
COMMON SHARES OUTSTANDING
1,390,000
                                   ================

See Notes to Financial Statements























LEXIT TECHNOLOGY, INC..
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)
FROM FEBRUARY 16, 2007 (INCEPTION) THROUGH
FEBRUARY 28, 2007


	DEFICIT

ACCUMULATED                 TOTAL
	      COMMON            COMMON
ADDITIONAL           DURING
	         STOCK                STOCK
PAID-IN           DEVELOPMENT
		               AMOUNT
CAPITAL                 STAGE
        	         ---------                ----
- ------	         ---------- 	------------		 ----------


February 16, 2007
(inception)
Shares issued
for services          1,390,000             $
1390                   $      -   	 $
$      1390


 Net loss,
February 28,
2007
(1390)                                  (1390)
              	          ---------
- ----------                   -------------
- -----------                            -------
- ---

BALANCE,
FEBRUARY
28, 2007             1,390,000              $
1390                   $       -
$    (1390)                        $        -
                         =========
==========          ==============
===========           ==========


See Notes to Financial Statements































LEXIT TECHNOLOGY, INC..
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS


FEBRUARY 16, 2007


(INCEPTION)
                                        				  	    THROUGH

	       FEBRUARY 28,

	                 2007
                                    				    	         --------------

CASH FLOWS FROM OPERATING ACTIVITIES

	 Net income (loss)                  		   	        $       (1390)
	 Issuance of stock for services
rendered
1390
                                      				   	         --------------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                		         		   -


    CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
                                         			  	            ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
                                        				  	    ---------------


NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES               			            		  -
                                       				      	            ---------------


NET INCREASE (DECREASE) IN CASH

- -

CASH AT BEGINNING OF YEAR                  	                         		    -


CASH AT END OF YEAR                 		        	          $            -



NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for
services rendered    		     			          $     1390
                                        					      ===============

    SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION:

	    Interest paid                    		 	          $             -
                                    				 	         ===============

  	  Income taxes paid
		  	          $
- -
                                     			                     	    ============



See Notes to Financial Statements

LEXIT TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2007



NOTE 1.   ORGANIZATION AND DESCRIPTION OF
BUSINESS

LEXIT  TECHNOLOGIES, INC. (the
"Company") was incorporated under the
laws of  the  State of Colorado on
February 16, 2007  and  has  been
inactive  since inception.  The Company
intends to serve as a vehicle to effect
an asset acquisition,  merger, exchange
of capital stock or other  business
combination with a domestic or foreign
business.

NOTE 2.   SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE
COMPANY

The Company has not earned any revenue
from  operations.  Accordingly, the
Company's activities have been accounted
for as those of a "Development Stage
Enterprise" as set forth in Financial
Accounting Standards Board Statement No.
7 ("SFAS 7").  Among the disclosures
required by SFAS 7 are that the Company's
financial statements be identified as
those of a development stage company, and
that the statements of operations,
stockholders' equity and cash flows
disclose activity since the date of the
Company's inception.

ACCOUNTING METHOD

The Company's financial statements are
prepared using the accrual method of
accounting. The Company has elected a
fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements
in conformity with generally accepted
accounting  principles  requires
management to make estimates and
assumptions that affect the reported
amounts of  assets  and  liabilities and
disclosure of contingent assets and
liabilities at the date of the  financial
statements and the reported amounts of
revenues and expenses during the
reporting  period.  In the opinion of
management, all adjustments necessary in
order to make  the financial statements
not misleading have  been  included.
Actual results could differ from those
estimates.

CASH EQUIVALENTS

The Company considers all highly liquid
investments with maturity of three months
or less when purchased to be cash
equivalents.

INCOME TAXES

Income taxes are provided in accordance
with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting
for Income Taxes.  A deferred tax asset
or liability is recorded for all
temporary differences between financial
and tax reporting and net operating loss
carryforwards.  Deferred tax expense
(benefit) results from the net change
during the year of deferred tax assets
and liabilities. Deferred tax assets are
reduced by a valuation allowance when, in
the opinion of management, it is more
likely than not that some portion of all
of the deferred tax assets will be
realized.  Deferred tax assets and
liabilities are adjusted for the effects
of changes in tax laws and rates on the
date of enactment. There were no current
or deferred								- continued-


LEXIT TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2007



NOTE 2.   SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED) income
tax  expenses  or  benefits  due to the
Company not having any material
operations for period ended February 28,
2007.

BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS
No.  128, "Earnings Per Share", which
specifies  the  computation,
presentation  and  disclosure
requirements  for earnings  (loss)  per
share for entities with publicly held
common stock.  SFAS No. 128 supersedes
the provisions of APB No. 15, and
requires the presentation of basic
earnings (loss) per  share and diluted
earnings (loss) per share. The Company
has adopted the provisions of SFAS  No.
128 effective February 16, 2007
(inception).

Basic net loss per share amounts is
computed by dividing the net income by
the weighted  average  number of common
shares outstanding.  Diluted  earnings
per share are the same as  basic
earnings  per  share  due to the lack of
dilutive items in the Company.

IMPACT OF NEW ACCOUNTING STANDARDS

The  Company  does  not  expect  the
adoption  of recently  issued  accounting
pronouncements  to  have a  significant
impact on the  Company's results of
operations, financial position, or cash
flow.

NOTE 3.  GOING CONCERN

The Company's financial statements are
prepared  using  accounting  principles
generally accepted in  the  United
States  of  America applicable to a going
concern that  contemplates  the
realization  of  assets  and  liquidation
of liabilities in the normal course of
business. The Company has not established
any source of revenue to cover its
operating costs. The Company will  engage
in very  limited  activities  without
incurring  any  liabilities  that  must
be satisfied  in cash until a source of
funding is secured. The Company will
offer noncash consideration and seek
equity lines  as  a  means  of financing
its operations. If the Company is unable
to obtain revenue producing  contracts
or financing  or  if  the  revenue  or
financing it does obtain is insufficient
to cover  any operating losses it may
incur,  it  may  substantially  curtail
or terminate its operations or seek other
business opportunities through strategic
alliances,  acquisitions or other
arrangements that may dilute the
interests of existing stockholders.


NOTE 4.   SHAREHOLDER'S EQUITY

On February 16, 2007 (inception), the
Board of Directors issued 1,390,000
shares of common stock for $1,390 in
services to the founding shareholder of
the Company to fund organizational start-
up costs.

The stockholders' equity section of the
Company contains the following classes of
capital stock as of February 28, 2007:

      - Common stock, $ 0.001 par value:
100,000,000 shares authorized; 1,390,000
shares issued and outstanding




LEXIT TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2007


NOTE 4.   SHAREHOLDER'S EQUITY
(CONTINUED)

        - Preferred   stock,  $  0.001
par  value:  20,000,000  shares
authorized; but not issued and
outstanding.

PART III

ITEM 1. INDEX TO EXHIBITS

3.1      Certificate of Incorporation

3.2      Bylaws

3.3      Form of common stock certificate

23.1     Consent of Independent Certified
Public Accountants


SIGNATURES

       In accordance with Section 12 of
the Securities Exchange Act of 1934, the
registrant caused this registration
statement to be signed on its behalf by
the undersigned, thereunto duly
authorized.

Date: March 1, 2007

		LEXIT TECHNOLOGY, INC.


                                    By:
/s/ Walter Reed

- ------------------------------
                                    Name:
Walter Reed

Title: President/Director


















Exhibit 3.1
Articles of Incorporation

CERTIFICATE OF INCORPORATION
OF
LEXIT TECHNOLOGY, INC.

FIRST: The name of the corporation shall
be LEXIT TECHNOLOGY, INC.

SECOND: Its registered office is to be
located at 398 W. Colorado Avenue, in the
City of Telluride, Colorado, 81435.

THIRD: The nature of business and purpose
of the organization is to engage in any
lawful act or activity for which
corporations may be organized under the
Colorado Corporations Laws.

FOURTH: The total number of shares of
stock which the Corporation is authorized
to issue is 120,000,000 shares,
consisting of 100,000,000 shares of
Common Stock having a par value of $.001
per share and 20,000,000 shares of
Preferred Stock having a par value of
$.001 per share and to be issued in such
series and to have such rights,
preferences, and designation as
determined by the Board of Directors of
the Corporation.

FIFTH: The number of directors
constituting the initial board of
directors of the corporation is one. The
number of directors may be either
increased or decreased from time to time
by the Bylaws, but shall never be less
than one (1). The name and address of
each person who is to serve as a member
of the initial board of directors is:
Walter Reed, 398 W. Colorado Ave,
Telluride, Colorado, 81435

SIXTH: The name and address of the
incorporator is as follows: Walter Reed,
398 W. Colorado Avenue, Telluride,
Colorado, 81435

SEVENTH: The Board of Directors shall
have the power to amend or repeal the by-
laws.

EIGHTH: No director shall be personally
liable to the Corporation or its
stockholders for monetary damages from
any breach of fiduciary duty by such
director as a director. Notwithstanding
the foregoing sentence, a director shall
be liable to the extent provided by
applicable law, (i) for breach of the
directory's duty of loyalty to the
Corporation or its stockholders, (ii) for
acts or omissions not in good faith or
which involve intentional misconduct or a
knowing violation of law, (iii) for any
transaction from which the director
derived an improper personal benefit. No
amendment to or repeal of this Article
Eighth shall apply to or have any effect
on the liability or alleged liability of
any director of the Corporation for or
with respect to any acts or omissions of
such director occurring prior to such
amendment.

IN WITNESS WHEREOF, the undersigned,
being the incorporator hereinbefore
named, has executed, signed and
acknowledged this certificate of
incorporation this 16th day of February,
A.D., 2007.



/s/ Walter Reed
- -----------------------------------
Walter Reed, Incorporator








Exhibit 3.2

BYLAWS

of

LEXIT TECHNOLOGY, INC.

ARTICLE I

OFFICES

           Section 1.01 REGISTERED OFFICE. The
registered office of LEXIT TECHNOLOGY, INC.
(the "Corporation"), in the State of Colorado
is 398 W. Colorado Avenue, City of Telluride,
Colorado 81435 and its registered agent at
such address is Richard Hanson.

           Section 1.02 PRINCIPAL OFFICE. The
principal office for the transaction of the
business of the Corporation shall be at such
location, within or without the State of
Colorado, as shall be designated by the Board
of Directors of the Corporation (the "Board").

           Section 1.03 OTHER OFFICES. The
Corporation may also have an office or offices
at such other place or places, either within
or without the State of Colorado, as the Board
may from time to time determine or as the
business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

           Section 2.01 ANNUAL MEETINGS. Annual
meetings of the stockholders of the
Corporation for the purpose of electing
directors and for the transaction of such
other proper business as may come before such
meetings may be held at such time, date and
place as the Board shall determine by
resolution.

           Section 2.02 SPECIAL MEETINGS. Special
meetings of the stockholders of the
Corporation for any purpose or purposes may be
called at any time by the Board, or the
Chairman of the Board, the Chief Executive
Officer, the President or the Secretary of the
Corporation or by a committee of the Board
which, has been duly designated by the Board
and whose powers and authority, as provided in
a resolution of the Board or in these Bylaws,
include the power to call such meetings, or by
the holder or holders of greater than 50% of
the then outstanding voting securities of the
Corporation.

           Section 2.03 PLACE OF MEETINGS. All
meetings of the stockholders shall be held at
such places, within or without the State of
Colorado, as may from time to time be
designated by the person or persons calling
the respective meetings and specified in the
respective notices or waivers of notice
thereof.

            Section 2.04 NOTICE OF MEETINGS.
Except as otherwise required by law, notice of
each meeting of the stockholders, whether
annual or special, shall be given not less
than 10 nor more than 60 days before the date
of the meeting to each stockholder of record
entitled to vote at such meeting by delivering
a typewritten or printed notice thereof to him
personally, or by depositing such notice in
the United States mail or overnight delivery
service, in a postage prepaid envelope, or by-
hand delivery service, charges prepaid,
directed to him at his address furnished by
him to the Secretary of the Corporation for
such purpose or, if he shall not have
furnished to the Secretary his address for
such purpose, then at his address last known
to the Secretary, or by transmitting a notice
thereof to him at such address by telegraph,
telecopy, cable or wireless. Except as
otherwise expressly required by law, no
publication of any notice of a meeting of the
stockholders shall be required. Every notice
of a meeting of the stockholders shall state
the place, date and hour of the meeting, and,
in the case of a special meeting shall also
state the purpose or purposes for which the
meeting is called. Except as otherwise
expressly required by law, notice of any
adjourned meeting of the stockholders need not
be given if the time and place thereof are
announced at the meeting at which the
adjournment is taken.

           A written waiver of notice, signed by
a stockholder entitled to notice, whether
signed before, at or after the time set for a
given meeting, shall be deemed to satisfy the
notice requirements set forth in the preceding
paragraph for such stockholder with respect to
such meeting. Attendance of a stockholder in
person or by proxy at a stockholders' meeting
shall constitute the equivalent of a written
waiver of notice by such stockholder for such
meeting, except when such stockholder attends
the meeting for the express purpose of
objecting at the beginning of the meeting to
the transaction of any business because the
meeting is not lawfully called or convened.

           Whenever notice is required to be
given to any stockholder to whom (i) notice of
two consecutive annual meetings, and all
notices of meetings or of the taking of action
by written consent without a meeting to such
person during the period between such two
consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class
mail) of dividends or interest on securities
during a twelve month period, have been mailed
addressed to such person at his address as
shown on the records of the Corporation and
have been returned undeliverable, the giving
of such notice to such person shall not be
required. Any action or meeting which shall
have been taken or held without notice to such
person shall have the same force and effect as
if such notice had been duly given. If any
such person shall deliver to the Corporation a
written notice setting forth his then current
address, the requirement that notice be given
to such person shall be reinstated. No notice
need be given to any person with whom
communication is unlawful, nor shall there be
any duty to apply for any permit or license to
give notice to any such person.

           Section 2.05 QUORUM. Except as
provided by law, the holders of record of a
majority in voting interest of the shares of
stock of the Corporation entitled to be voted,
present in person or by proxy, shall
constitute a quorum for the transaction of
business at any meeting of the stockholders of
the Corporation or any adjournment thereof.
The stockholders present at a duly called or
held meeting at which a quorum is present may
continue to do business until adjournment,
notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. In
the absence of a quorum at any meeting or any
adjournment thereof, a majority in voting
interest of the stockholders present in person
or by proxy and entitled to vote thereat or,
in the absence therefrom of all the
stockholders, any officer entitled to preside
at or to act as secretary of such meeting may
adjourn such meeting from time to time. At any
such adjourned meeting at which a quorum is
present any business may be transacted which
might have been transacted at the meeting as
originally called.

           Section 2.06 ORGANIZATION. At each
meeting of the stockholders, one of the
following shall act as chairman of the meeting
and preside thereat, in the following order of
precedence:

  (a) the Chairman of the Board;

  (b) if there is no Chairman of the Board or
if the Chairman of the Board shall be absent
from such meeting, the Chief Executive Officer
or the President;

  (c) if the Chairman of the Board, the Chief
Executive Officer and the President shall be
absent from such meeting, any other officer or
director of the Corporation designated by the
Board or the Executive Committee (if such a
committee has been formed by the Board
pursuant to these Bylaws) to act as chairman
of such meeting and to preside thereat; or

  (d) a stockholder of record of the
Corporation who shall be chosen as the
chairman of such meeting by a majority in
voting interest of the stockholders present in
person or by proxy and entitled to vote
thereat.

           The Secretary or, if the Secretary is
presiding over the meeting in accordance with
the provisions of this Section or if he or she
is absent from such meeting, the person (who
shall be the Assistant Secretary, if an
Assistant Secretary shall be present thereat)
whom the chairman of such meeting shall
appoint, shall act as secretary of such
meeting and keep the minutes thereof.

           Section 2.07 ORDER OF BUSINESS. The
order of business at each meeting of the
stockholders shall be determined by the
chairman of such meeting, but such order of
business may be changed by a majority in
voting interest of those present or by proxy
at such meeting and entitled to vote thereat.

           Section 2.08 VOTING.

  (a) At each meeting of the
stockholders, each stockholder shall be
entitled to vote in person or by proxy each
share or fractional share of the stock of the
Corporation which has voting rights on the
matter in question and which shall have been
held by him and registered in his name on the
books of the Corporation:

  (i) on the date fixed pursuant to
Section 2.13 as the record date for the
determination of stockholders entitled to
notice of and to vote at such meeting, or

  (ii) if no such record date shall have
been so fixed, then (A) at the close of
business on the day next preceding the day on
which notice of the meeting shall be given or
(B) if notice of the meeting shall be waived,
at the close of business on the day next
preceding the day on which the meeting shall
be held.

  (b) Shares of its own stock belonging
to the Corporation or to another corporation,
if a majority of the shares entitled to vote
in the election of directors in such other
corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes.
Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote
such stock. Persons whose stock is pledged
shall be entitled to vote, unless in the
transfer by the pledgor on the books of the
Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent
such stock and vote thereon. Stock having
voting power standing of record in the names
of two or more persons, whether fiduciaries,
members of a partnership, joint tenants,
tenants in common, tenants by the entirety or
otherwise, or with respect to which two or
more persons have the same fiduciary
relationship, shall be voted in accordance
with the provisions of the Corporation Law of
the State of Colorado.

  (c) Any such voting rights may be
exercised by the stockholder entitled thereto
in person or by his proxy appointed by an
instrument in writing, subscribed by such
stockholder or by his attorney thereunto
authorized and delivered to the secretary of
the meeting; provided, however, that no proxy
shall be voted or acted upon after three years
from its date unless said proxy shall provide
for a longer period. The attendance at any
meeting of a stockholder who may theretofore
have given a proxy shall not have the effect
of revoking the same unless he shall in
writing so notify the secretary of the meeting
prior to the voting of the proxy. At any
meeting of the stockholders all matters,
except as otherwise provided in the
Certificate of Incorporation, in these Bylaws
or by law, shall be decided by the vote of a
majority in voting interest of the
stockholders present in person or by proxy and
entitled to vote thereat and thereon. The
stockholders present at a duly called or held
meeting at which a quorum is present may
continue to do business until adjournment,
notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. The
vote at any meeting of the stockholders on any
question need not be by ballot, unless so
directed by the chairman of the meeting. On a
vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy if
there be such proxy, and it shall state the
number of shares voted.

           Section 2.09 LIST OF STOCKHOLDERS. The
Secretary of the Corporation shall prepare and
make, at least 10 days before every meeting of
stockholders, a complete list of the
stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing
the address of each stockholder and the number
of shares registered in the name of each
stockholder. Such list shall be open to the
examination of any stockholder, for any
purpose germane to the meeting, during
ordinary business hours, for a period of at
least 10 days prior to the meeting, either at
a place within the city where the meeting is
to be held, which place shall be specified in
the notice of the meeting, or, if not so
specified, at the place where the meeting is
to be held. The list shall also be produced
and kept at the time and place of the meeting
during the entire duration thereof, and may be
inspected by any stockholder who is present.

             Section 2.10 STOCK LEDGER. The stock
ledger of the Corporation shall be the only
evidence as to which the stockholders are
entitled to examine the stock ledger, the list
required by Section 2.09 or the books of the
Corporation, or to vote in person or by proxy
at any meeting of stockholders.

           Section 2.11 INSPECTOR OF ELECTION.
The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors
of election to act at the meeting or any
adjournment thereof. If an inspector or
inspectors are not appointed, the person
presiding at the meeting may, but need not,
appoint one or more inspectors. In case any
person who may be appointed as an inspector
fails to appear or act, the vacancy may be
filled by appointment made by the directors in
advance of the meeting or at the meeting by
the person presiding thereat. Each inspector
so appointed shall first subscribe an oath
faithfully to execute the duties of an
inspector at such meeting with strict
impartiality and according to the best of his
ability. Such inspectors shall decide upon the
qualification of the voters and shall report
the number of shares represented at the
meeting and entitled to vote on such question,
shall conduct and accept the votes, and, when
the voting is completed, shall ascertain and
report the number of shares voted respectively
for and against the question. Reports of the
inspectors shall be in writing and subscribed
and delivered by them to the Secretary of the
Corporation. Inspectors need not be
stockholders of the Corporation, and any
officer of the Corporation may be an inspector
on any question other than a vote for or
against a proposal in which he shall have a
material interest. No director or candidate
for the office of director shall act as an
inspector of an election of directors.

           Section 2.12 STOCKHOLDER ACTION
WITHOUT MEETINGS. Except as may be otherwise
provided by law or by the Certificate of
Incorporation, any action required by the
Corporation Law of the State of Colorado to be
taken at any annual or special meeting of the
stockholders, or any action which may be taken
at any annual or special meeting of the
stockholders, may be taken without a meeting,
without prior notice and without a vote, if a
consent in writing setting forth the action so
taken shall be signed by the holders of
outstanding stock having not less than the
minimum number of votes that would be
necessary to authorize or take such action at
a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice
of the taking of the corporate action without
a meeting by less than unanimous written
consent shall be given to those stockholders
who have not consented in writing.

           Section 2.13 RECORD DATE. In order
that the Corporation may determine the
stockholders entitled to notice of or to vote
at any meeting of stockholders or any
adjournment thereof, or to express consent to
corporate action in writing without a meeting,
or entitled to receive payment of any dividend
or other distribution or allotment of any
rights, or entitled to exercise any rights in
respect of any change, conversion or exchange
of stock or for the purpose of any other
lawful action, the Board may fix a record
date, which record date shall not precede the
date upon which the resolution fixing the
record date is adopted by the Board and which
record date: (i) in the case of determination
of stockholders entitled to vote at any
meeting of stockholders or adjournment
thereof, shall, unless otherwise required by
law, not be more than sixty nor less than ten
days before the date of such meeting; (ii) in
the case of determination of stockholders
entitled to express consent to corporate
action in writing without a meeting, shall not
be more than ten days from the date upon which
the resolution fixing the record date is
adopted by the Board; and (iii) in the case of
any other action, shall not be more than sixty
days prior to such other action. If no record
date is fixed: (i) the record date for
determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall
be at the close of business on the day next
preceding the day on which notice is given,
or, if notice is waived, at the close of
business on the day next preceding the day on
which the meeting is held; (ii) the record
date for determining stockholders entitled to
express consent to corporate action in writing
without a meeting when no prior action of the
Board is required by law, shall be the first
date on which a signed written consent setting
forth the action taken or proposed to be taken
is delivered to the corporation in accordance
with applicable law, or, if prior action by
the Board is required by law, shall be at the
close of business on the day on which the
Board adopts the resolution taking such prior
action; and (iii) the record date for
determining stockholders for any other purpose
shall be at the close of business on the day
on which the Board adopts the resolution
relating thereto. A determination of
stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting;
provided, however, that the Board may fix a
new record date for the adjourned meeting.

ARTICLE III

BOARD OF DIRECTORS

           Section 3.01 GENERAL POWERS. The
property, business and affairs of the
Corporation shall be managed by or under the
direction of the Board which may exercise all
of the powers of the Corporation, except such
as are, by the Certificate of Incorporation as
amended from time to time, by these Bylaws or
by law conferred upon or reserved to the
stockholders.

           Section 3.02 NUMBER AND TERM. The
Board shall initially consist of two members.
Thereafter, the number of directors that shall
constitute the full Board shall be no fewer
than one (1) and no greater than ten (10), as
such number may be changed thereafter from
time to time by resolution of the Board.
Directors need not be stockholders of the
Corporation. Each director shall hold office
until his or her term expires, his or her
earlier death, a successor is elected and
qualified or until the director resigns or is
removed.

           Section 3.03 ELECTION OF DIRECTORS.
The directors shall be elected by the
stockholders of the Corporation, and at each
election the persons receiving the greatest
number of votes, up to the number of directors
then to be elected, shall be the persons then
elected. The election of directors is subject
to any provisions contained in the Certificate
of Incorporation relating thereto, including
any provisions for a classified board, if any.

           Section 3.04 RESIGNATION AND REMOVAL.
Any director of the Corporation may resign at
any time by giving written notice to the
Board, the President or to the Secretary of
the Corporation. Any such resignation shall
take effect at the time specified therein, or,
if the time is not specified, it shall take
effect immediately upon its receipt; and,
unless otherwise specified therein, the
acceptance of such resignation shall not be
necessary to make it effective.

           Except as otherwise provided by the
Certificate of Incorporation or by law, any
director or the entire board of directors may
be removed, with or without cause, by the
holders of a majority of shares then entitled
to vote at a meeting for the election of
directors.

           Section 3.05 VACANCIES. Except as
otherwise provided in the Certificate of
Incorporation, any vacancy in the Board,
whether because of death, resignation,
disqualification, an increase in the number of
directors or any other cause, may be filled by
vote of the majority of the remaining
directors, although less than a quorum, or by
a sole remaining director. Each director so
chosen to fill a vacancy shall hold office
until his successor shall have been elected
and shall qualify or until he shall resign or
shall have been removed. No reduction of the
authorized number of directors shall have the
effect of removing any director prior to the
expiration of his term of office.

           Upon the resignation of one or more
directors from the Board, effective at a
future date, a majority of the directors then
in office, including those who have so
resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations
shall become effective, and each director so
chosen shall hold office as provided
hereinabove in the filling of other vacancies.

           Section 3.06 PLACE OF MEETING;
TELEPHONE CONFERENCE MEETING. The Board may
hold any of its meetings at such place or
places within or without the State of Colorado
as the Board may from time to time by
resolution designate or as shall be designated
by the person or persons calling the meeting
or in the notice or waiver of notice of any
such meeting. Directors may participate in any
regular or special meeting of the Board by
means of conference telephone or similar
communications equipment pursuant to which all
persons participating in the meeting of the
Board can hear each other, and such
participation shall constitute presence in
person at such meeting.

           Section 3.07 FIRST MEETING. The Board
shall meet as soon as practicable after each
annual election of directors and notice of
such first meeting shall not be required.

           Section 3.08 REGULAR MEETINGS. Regular
meetings of the Board may be held at such
times as the Board shall from time to time by
resolution determine. If any day fixed for a
meeting shall be a legal holiday at the place
where the meeting is to be held, then the
meeting shall be held at the same hour and
place on the next succeeding business day
which is not a legal holiday. Except as
provided by law, notice of regular meetings
need not be given.

           Section 3.09 SPECIAL MEETINGS. Special
meetings of the Board may be called at any
time by the Chairman of the Board, the Chief
Executive Officer, the President, the
Secretary or by any three directors, to be
held at the principal office of the
Corporation, or at such other place or places,
within or without the State of Colorado, as
the person or persons calling the meeting may
designate.

           Notice of the time and place of
special meetings shall be given to each
director either (i) by depositing such notice
in the United States mail or overnight
delivery service, in a postage prepaid
envelope, or by hand delivery service, charges
prepaid, addressed to him at his address as it
is shown upon the records of the Corporation,
or if it is not so shown on such records or is
not readily ascertainable, at the place in
which the meetings of the directors are
regularly held, or by transmitting a notice
thereof to him at such address by telegraph,
telecopy, cable or wireless, at least 48 hours
prior to the time of the holding of such
meeting; or (ii) by orally communicating the
time and place of the special meeting to him
at least 48 hours prior to the time of the
holding of such meeting. Either of the notices
as above provided shall be due, legal and
personal notice to such director.

             Section 3.10 ORGANIZATION. At each
meeting of the Board, one of the following
shall act as chairman of the meeting and
preside thereat, in the following order of
precedence: (a) the Chairman of the Board; (b)
the President; or (c) any director chosen by a
majority of the directors present thereat. The
Secretary or, in case of his or her absence,
any person (who shall be an Assistant
Secretary, if an Assistant Secretary shall be
present thereat) whom the chairman shall
appoint, shall act as secretary of such
meeting and keep the minutes thereof.

           Section 3.11 QUORUM AND ACTION. Except
as otherwise provided in these Bylaws or by
law, the presence of a majority of the
authorized number of directors shall be
required to constitute a quorum for the
transaction of business at any meeting of the
Board, and all matters shall be decided at any
such meeting, a quorum being present, by the
affirmative votes of a majority of the
directors present, subject to Section 3.15. In
the absence of a quorum, a majority of
directors present at any meeting may adjourn
the same from time to time until a quorum
shall be present. Notice of any adjourned
meeting need not be given. The directors shall
act only as a Board, and the individual
directors shall have no power as such.

           Section 3.12 ACTION BY CONSENT. Any
action required or permitted to be taken at
any meeting of the Board or of any committee
thereof may be taken without a meeting if a
written consent thereto is signed by all
members of the Board or of such committee, as
the case may be, and such written consent is
filed with the minutes of proceedings of the
Board or such committee. Such action by
written consent shall have the same force and
effect as the unanimous vote of such
directors.

           Section 3.13 COMPENSATION. No stated
salary need be paid to directors, as such, for
their services but, as fixed and changed from
time to time by resolution of the Board, the
directors may receive directors' fees,
compensation and reimbursement for expenses
for attendance at directors' meetings, for
serving on committees and for discharging
their duties; provided, that nothing herein
contained shall be construed to preclude any
director from serving the Corporation in any
other capacity and receiving compensation
therefor.

           Section 3.14 COMMITTEES. The Board
may, by resolution passed by a majority of the
whole Board, designate one or more committees,
each committee to consist of one or more of
the directors of the Corporation. The Board
may designate one or more directors as
alternate members of any committee, who may
replace any absent or disqualified member at
any meeting of the committee. In the absence
or disqualification of a member of the
committee, the member or members thereof
present at any meeting and not disqualified
from voting, whether or not he or they
constitute a quorum, may unanimously appoint
another member of the Board of Directors to
act at the meeting in place of any such absent
or disqualified member. Any such committee, to
the extent permitted by law and provided by a
resolution of the Board, shall have and may
exercise all the powers and authority of the
Board in the management of the business and
affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to
all papers which may require it.

           Unless the Board otherwise provides,
each committee designated by the Board may
make, alter and repeal rules for conduct of
such committee's business. In the absence of
such rules, each committee shall conduct its
business, substantially in the same manner as
the Board conducts its business pursuant to
these Bylaws. Unless otherwise provided by
these Bylaws or any such rules or resolutions,
notice of the time and place of each meeting
of a committee shall be given to each member
of such committee as provided in Section 3.09
of Article III of these Bylaws with respect to
notices of special meetings of the Board. Any
such committee shall keep written minutes of
its meetings and report the same to the Board
when required. Notwithstanding anything in
these Bylaws to the contrary, no committee
designated by the Board shall have the power
or authority in reference to the following
matters: (i) approving or adopting, or
recommending to the stockholders, any action
or matter expressly required by the General
Corporation Law of the State of Colorado to be
submitted to stockholders for approval or (ii)
adopting, amending, altering or repealing any
Bylaw of the Corporation.

           Section 3.15 OFFICERS OF THE BOARD. A
Chairman of the Board or a Vice Chairman may
be appointed from time to time by the Board
and shall have such powers and duties as shall
be designated by the Board.

           Section 3.16 INTERESTED DIRECTORS. No
contract or transaction between the
Corporation and one or more of its directors
or officers, or between the Corporation and
any other corporation, partnership,
association, or other organization in which
one or more of its directors or officers are
directors or officers, or have a financial
interest, shall be void or voidable solely for
this reason, or solely because the director or
officer is present at or participates in the
meeting of the Board or committee thereof
which authorizes the contract or transaction,
or solely because his or their votes are
counted for such purpose if (i) the material
facts as to his or their relationship or
interest and as to the contract or transaction
are disclosed or are known to the Board or the
committee, and the Board or committee in good
faith authorizes the contract or transaction
by the affirmative votes of a majority of the
disinterested directors, even though the
disinterested directors be less than a quorum;
or (ii) the material facts as to his or their
relationship or interest and as to the
contract or transaction are disclosed or are
known to the stockholders entitled to vote
thereon, and the contract or transaction is
specifically approved in good faith by vote of
the disinterested stockholders; or (iii) the
contract or transaction is fair as to the
Corporation as of the time it is authorized,
approved or ratified, by the Board, a
committee thereof or the stockholders. Common
or interested directors may be counted in
determining the presence of a quorum at a
meeting of the Board or of a committee which
authorizes the contract or transaction.

ARTICLE IV

OFFICERS

           Section 4.01 OFFICERS. The officers of
the Corporation shall be a Chief Executive
Officer, President, a Secretary and a
Treasurer. The Corporation may also have, at
the discretion of the Board, a Chairman of the
Board, one or more Vice Presidents, one or
more Assistant Vice Presidents, one or more
Assistant Secretaries, one or more Assistant
Treasurers and such other officers as may be
appointed in accordance with the provisions of
Section 4.03 of these Bylaws. One person may
hold two or more offices, except that the
Secretary may not also hold the office of
President. Officers need not be stockholders
of the Corporation or citizens or residents of
the United States of America.

           Section 4.02 ELECTION AND TERM. The
officers of the Corporation, except such
officers as may be appointed in accordance
with the provisions of Section 4.03 or Section
4.05 of these Bylaws, shall be chosen annually
by the Board, and each shall hold his office
until he shall resign or shall be removed or
otherwise disqualified to serve, or until his
successor shall be elected and qualified.

           Section 4.03 SUBORDINATE OFFICERS. The
Board may appoint, or may authorize the Chief
Executive Officer or the President to appoint,
such other officers as the business of the
Corporation may require, each of whom shall
have such authority and perform such duties as
are provided in these Bylaws or as the Board
or the Chief Executive Officer or the
President from time to time may specify, and
shall hold office until he shall resign or
shall be removed or otherwise disqualified to
serve.

           Section 4.04 REMOVAL AND RESIGNATION.
Any officer may be removed, with or without
cause, by a majority of the directors at the
time in office, at any regular or special
meeting of the Board, or, except in case of an
officer chosen by the Board, by the Chairman
of the Board or the Chief Executive Officer or
the President upon whom such power of removal
may be conferred by the Board.

           Any officer may resign at any time by
giving written notice to the Board, the
Chairman of the Board, the President or the
Secretary of the Corporation. Any such
resignation shall take effect at the date of
the receipt of such notice or at any later
time specified therein; and unless otherwise
specified therein, the acceptance of such
resignation shall not be necessary to make it
effective.

           Section 4.05 VACANCIES. A vacancy in
any office because of death, resignation,
removal, disqualification or any other cause
shall be filled in the manner prescribed in
the Bylaws for the regular appointments to
such office.

           Section 4.06 CHAIRMAN OF THE BOARD.
The Chairman of the Board, if any, shall
preside at all meetings of the stockholders
and the Board and exercise and perform such
other powers and duties with respect to the
administration of the business and affairs of
the Corporation as may from time to time be
assigned to him by the Board or as prescribed
by these Bylaws. The Chairman of the Board
shall preside at all meetings of the Board.

             Section 4.07 CHIEF EXECUTIVE
OFFICER/CHIEF OPERATING OFFICER. The Chief
Executive Officer and/or a Chief Operating
Officer, if such an officer is appointed by
the Board, shall individually or jointly, as
the case may be, have general and active
management of the property, business and
affairs of the Corporation, subject to the
supervision and control of the Board. The
Chief Executive Officer or the Chief Operating
Officer, as the case may be, also shall have
such powers and perform such other duties as
prescribed from time to time by the Board.

           Section 4.08 PRESIDENT. The President
of the Corporation shall, subject to the
control of the Board, have general
supervision, direction and control of the
business and affairs of the Corporation. He
shall have the general powers and duties of
management usually vested in the president of
a corporation, and shall have such other
powers and duties with respect to the
administration of the business and affairs of
the Corporation as may from time to time be
assigned to him by the Board or as prescribed
by these Bylaws.

           Section 4.09 VICE PRESIDENT. The Vice
President(s), if any, shall exercise and
perform such powers and duties with respect to
the administration of the business and affairs
of the Corporation as from time to time may be
assigned to each of them by the Chief
Executive Officer or the President, by the
Chairman of the Board, if any, by the Board or
as is prescribed by the Bylaws. In the absence
or disability of the Chief Executive Officer
or the President, the Vice Presidents, in
order of their rank as fixed by the Board, or
if not ranked, the Vice President designated
by the Board, shall perform all of the duties
of the President and when so acting shall have
all of the powers of and be subject to all the
restrictions upon the Chief Executive Officer
and the President.

           Section 4.10 SECRETARY. The Secretary
shall keep, or cause to be kept, a book of
minutes at the principal office for the
transaction of the business of the
Corporation, or such other place as the Board
may order, of all meetings of directors and
stockholders, with the time and place of
holding, whether regular or special, and if
special, how authorized and the notice thereof
given, the names of those present at
directors' meetings, the number of shares
present or represented at stockholders'
meetings and the proceedings thereof.

           The Secretary shall keep, or cause to
be kept, at the principal office for the
transaction of the business of the Corporation
or at the office of the Corporation's transfer
agent, a share register, or a duplicate share
register, showing the names of the
stockholders and their addresses, the number
and classes of shares held by each, the number
and date of certificates issued for the same,
and the number and date of cancellation of
every certificate surrendered for
cancellation.

           The Secretary shall give, or cause to
be given, notice of all the meetings of the
stockholders and of the Board required by
these Bylaws or by law to be given, and he
shall keep the seal of the Corporation in safe
custody, and shall have such other powers and
perform such other duties as may be prescribed
by the Board or these Bylaws. If for any
reason the Secretary shall fail to give notice
of any special meeting of the Board called by
one or more of the persons identified in
Section 3.09 of these Bylaws, or if he shall
fail to give notice of any special meeting of
the stockholders called by one or more of the
persons identified in Section 2.02 of these
Bylaws, then any such person or persons
identified in such sections may give notice of
any such special meeting.

           Section 4.11 TREASURER. The Treasurer
shall keep and maintain or cause to be kept
and maintained, adequate and correct accounts
of the properties and business transactions of
the Corporation, including accounts of its
assets, liabilities, receipts, disbursements,
gains, losses, capital, surplus and shares.
Any surplus, including earned surplus, paid-in
surplus and surplus arising from a reduction
of capital, shall be classified according to
source and shown in a separate account. The
books of account at all reasonable times shall
be open to inspection by any director.

           The Treasurer shall deposit all monies
and other valuables in the name and to the
credit of the Corporation with such
depositories as may be designated by the
Board. He shall disburse the funds of the
Corporation as may be ordered by the Board,
shall render to the President, to the Chief
Executive Officer and to the directors,
whenever they request it, an account of all of
his transactions as Treasurer and of the
financial condition of the Corporation, and
shall have such other powers and perform such
other duties as may be prescribed by the Board
or these Bylaws.

           Section 4.12 ASSISTANT SECRETARIES.
Except as may be otherwise provided in these
By-Laws, Assistant Secretaries, if there be
any, shall perform such duties and have such
powers as from time to time may be as-signed
to them by the Board of Directors, the
President, any Vice President, if there be
one, or the Secretary, and in the absence of
the Secretary or in the event of his
disability or refusal to act, shall perform
the duties of the Secretary, and when so
acting, shall have all the powers of and be
subject to all the restrictions upon the
Secretary.

           Section 4.13 ASSISTANT TREASURERS.
Assistant Treasurers, if there be any, shall
perform such duties and have such powers as
from time to time may be assigned to them by
the Board, the Chief Executive Officer, the
President, any Vice President, if there be
one, or the Treasurer, and in the absence of
the Treasurer or in the event of his
disability or refusal to act, shall perform
the duties of the Treasurer, and when so
acting, shall have all the powers of and be
subject to all the restrictions upon the
Treasurer. If required by the Board of
Directors, an Assistant Treasurer shall give
the Corporation a bond in such sum and with
such surety or sureties as shall be
satisfactory to the Board for the faithful
performance of the duties of his office and
for the restoration to the Corporation, in
case of his death, resignation, retirement or
removal from office, of all books, papers,
vouchers, money and other property of whatever
kind in his possession or under his control
belonging to the Corporation.

           Section 4.14 OTHER OFFICERS. Such
other officers as the Board may choose shall
perform such duties and have such powers as
from time to time may be assigned to them by
the Board. The Board of Directors may delegate
to any other officer of the Corporation the
power to choose such other officers and to
prescribe their respective duties and powers.

           Section 4.15 COMPENSATION. The
compensation of the officers of the
Corporation, if any, shall be fixed from time
to time by the Board.

           Section 4.16 VOTING SECURITIES OWNED
BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting,
consents and other instruments relating to
securities owned by the Corporation may be
executed in the name of and on behalf of the
Corporation by the Chief Executive Officer,
the President or any Vice President and any
such officer may, in the name of and on behalf
of the Corporation, take all such action as
any such officer may deem advisable to vote in
person or by proxy at any meeting of security
holders of any corporation in which the
Corporation may own securities and at any such
meeting shall possess and may exercise any and
all rights and power incident to the ownership
of such securities and which, as the owner
thereof, the Corporation might have exercised
and possessed if present. The Board may, by
resolution, from time to time confer like
powers upon any other person or persons.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

           Section 5.01 EXECUTION OF CONTRACTS.
The Board, except as otherwise provided in
these Bylaws, may authorize any officer or
officers, agent or agents, to enter into any
contract or execute any instrument in the name
and on behalf of the Corporation, and such
authority may be general or confined to
specific instances; and unless so authorized
by the Board or by these Bylaws, no officer,
agent or employee shall have any power or
authority to bind the Corporation by any
contract or engagement or to pledge its credit
or to render it liable for any purpose or in
any amount.

           Section 5.02 CHECKS, DRAFTS, ETC. All
checks, drafts or other orders for payment of
money, notes or other evidence of
indebtedness, issued in the name of or payable
to the Corporation, shall be signed or
endorsed by such person or persons and in such
manner as, from time to time, shall be
determined by resolution of the Board. Each
such person shall give such bond, if any, as
the Board may require.

           Section 5.03 DEPOSIT. All funds of the
Corporation not otherwise employed shall be
deposited from time to time to the credit of
the Corporation in such banks, trust companies
or other depositories as the Board may select,
or as may be selected by any officer or
officers, assistant or assistants, agent or
agents, attorney or attorneys, of the
Corporation to whom such power shall have been
delegated by the Board. For the purpose of
deposit and for the purpose of collection for
the account of the Corporation, the President,
the Chief Executive Officer, any Vice
President or the Treasurer (or any other
officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of
the Corporation who shall be determined by the
Board from time to time) may endorse, assign
and deliver checks, drafts and other orders
for the payment of money which are payable to
the order of the Corporation.

           Section 5.04 GENERAL AND SPECIAL BANK
ACCOUNTS. The Board from time to time may
authorize the opening and keeping of general
and special bank accounts with such banks,
trust companies or other depositories as the
Board may select or as may be selected by an
officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have
been delegated by the Board. The Board may
make such special rules and regulations with
respect to such bank accounts, not
inconsistent with the provisions of these
Bylaws, as it may deem expedient.

            Section 5.05 AUDITS, ACCOUNTS AND
REPORTS. The books of account of the Company
shall be audited at least once during each
year by a firm of independent certified
accountants

           Section 5.06 ACCESS. All books and
records of the Company shall be kept at the
principal place of business of the Company.
Each shareholder may, at its own expense,
after giving written notice to the Company,
audit, investigate and familiarize itself with
the operations of the Company using its own
employees or such certified public accounting
firm, qualified external auditor or other
advisers as it may select. The shareholders'
rights under this Section 5.06, which shall
include the right to make copies of any
relevant documents, shall be exercised such
that the actions of the shareholders or their
respective agents do not interfere
unreasonably with the operation of the Company
in its ordinary course of business.

           Section 5.07 FISCAL YEAR. The fiscal
year of the Company shall end on December 31
of each year.

           Section 5.08 ACCOUNTING POLICY. The
Company shall maintain accounting records,
accounts and related financial statements in
accordance with United States generally
accepted accounting principles applied on a
consistent basis.

           Section 5.09 DIVIDENDS. Dividends upon
the capital stock of the Corporation, subject
to the provisions of the Certificate of
Incorporation, if any, may be declared by the
Board at any regular or special meeting, and
may be paid in cash, in property or in shares
of capital stock. Before payment of any
dividend, there may be set aside out of any
funds of the Corporation available for
dividends such sum or sums as the Board from
time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or
for repairing or maintaining any property of
the Corporation, or for any proper purpose,
and the Board may modify or abolish any such
reserve.

ARTICLE VI

BOOKS AND RECORDS

           The books and records of the
Corporation may be kept at such place or
places within or without the State of Colorado
as the Board may from time to time determine;
provided, however, that to the extent required
by law, the Corporation shall keep at its
office in the State of Colorado, or at the
office of its transfer agent or registrar in
the State of Colorado, a record containing the
names and addresses of all stockholders of the
Corporation, the number and class of shares
held by each of them, and the dates when they
respectively became owners of record of such
shares.

ARTICLE VII

SHARES AND THEIR TRANSFER

           Section 7.01 CERTIFICATES FOR STOCK.
Every owner of stock of the Corporation shall
be entitled to have a certificate or
certificates, in such form as the Board shall
prescribe, certifying the number and class of
shares of the stock of the Corporation owned
by him. The certificates representing shares
of such stock shall be numbered in the order
in which they shall be issued and shall be
signed in the name of the Corporation by the
Chairman of the Board, the President or a Vice
President and by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant
Treasurer. Any or all of the signatures on the
certif-icates may be a facsimile. In case any
officer, transfer agent or registrar who has
signed or whose facsimile signature has been
placed upon any such certificate shall
thereafter have ceased to be such officer,
transfer agent or registrar before such
certificate is issued, such certificate may
nevertheless be issued by the Corporation with
the same effect as though the person who
signed such certificate, or whose facsimile
signature shall have been placed thereupon,
were such officer, transfer agent or registrar
at the date of issue. A record shall be kept
of the respective names of the persons, firms
or corporations owning the stock represented
by such certificates, the number and class of
shares represented by such certificates,
respectively, and the respective dates
thereof, and in case of cancellation, the
respective dates of cancellation. Every
certificate surrendered to the Corporation for
exchange or transfer shall be canceled, and no
new certificate or certificates shall be
issued in exchange for any existing
certificate until such existing certificate
shall have been so canceled, except in cases
provided for in Section 7.04 of these Bylaws.

           Section 7.02 TRANSFER OF STOCK.
Transfer of shares of the capital stock of the
Corporation shall be made only on the books of
the Corporation by the registered holder
thereof, or by his attorney thereunto
authorized by power of attorney duly executed
and filed with the Secretary, or with a
transfer clerk or a transfer agent appointed
as provided in Section 7.03 of these Bylaws,
and upon surrender of the certificate or
certificates for such shares properly endorsed
and the payment of all taxes thereon. The
person in whose name shares of stock stand on
the books of the Corporation shall be deemed
the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of
shares shall be made for collateral security,
and not absolutely, such fact shall be stated
expressly in the entry of transfer if, when
the certificate or certificates shall be
presented to the Corporation for transfer,
both the transferor and the transferee request
the Corporation to do so.

           Section 7.03 REGULATIONS. The Board
may make such rules and regulations as it may
deem expedient, not inconsistent with these
Bylaws, concerning the issue, transfer and
registration of certificates for shares of the
stock of the Corporation. The Board may
appoint, or authorize any officer or officers
to appoint, one or more transfer clerks or one
or more transfer agents and one or more
registrars, and may require all certificates
for stock to bear the signature or signatures
of any of them.

            Section 7.04 LOST, STOLEN, DESTROYED
AND MUTILATED CERTIFICATES. In any case of
loss, theft, destruction or mutilation of any
certificate of stock, another may be issued in
its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving
of a bond of indemnity to the Corporation in
such form and in such sums as the Board may
direct; provided, however, that a new
certificate may be issued without requiring
any bond when, in the judgment of the Board,
it is proper to do so.

           Section 7.05 REPRESENTATION OF SHARES
OF OTHER CORPORATIONS. The Chief Executive
Officer, President or any Vice President and
the Secretary or any Assistant Secretary of
this Corporation are authorized to vote,
represent and exercise on behalf of this
Corporation all rights incident to all shares
of any other corporation or corporations
standing in the name of this Corporation. The
authority herein granted to said officers to
vote or represent on behalf of this
Corporation any and all shares held by this
Corporation in any other corporation or
corporations may be exercised either by such
officers in person or by any person authorized
so to do by proxy or power of attorney duly
executed by said officers.

           Section 7.06 FRACTIONAL SHARE
INTERESTS.  The corporation may, but shall not
be required to, issue fractions of a share.
If the Corporation does not issue fractions of
a share, it shall (1) arrange for the
disposition of fractional interests by those
entitled thereto, (2) pay in cash the fair
value of fractions of a share as of the time
when those entitled to receive such fractions
are determined, or (3) issue scrip or warrants
in registered form (either represented by a
certificate or uncertificated) or bearer form
(represented by a certificate) which shall
entitle the holder to receive a full share
upon the surrender of such scrip or warrants
aggregating a full share.  A certificate for a
fractional share or an uncertificated
fractional share shall, but scrip or warrants
shall not unless otherwise provided therein,
entitle the holder to exercise voting rights,
to receive dividends thereon, and to
participate in any of the assets of the
Corporation in the event of liquidation.  The
Board of Directors may cause scrip or warrants
to be issued subject to the conditions that
they shall become void if not exchanged for
certificates representing the full shares or
uncertificated full shares before a specified
date, or subject to the conditions that the
shares for which scrip or warrants are
exchangeable may be sold by the corporation
and the proceeds thereof distributed to the
holders of scrip or warrants, or subject to
any other conditions which the Board of
Directors may impose.

ARTICLE VIII

INDEMNIFICATION

                  8.01 POWER TO INDEMNIFY IN
ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE
BY OR IN THE RIGHT OF THE CORPORATION. Subject
to the Certificate of Incorporation and
Section 8.03, the Corporation shall indemnify
any person who was or is a party or is
threatened to be made a party to any
threatened, pending or completed action, suit
or proceeding, whether civil, criminal,
administrative or investigative (other than an
action by or in the right of the Corporation)
by reason of the fact that he is or was a
director or officer of the Corporation, or is
or was a director or officer of the
Corporation serving at the request of the
Corporation as a director or officer, employee
or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or
other enterprise, against expenses (including
reasonable attorneys' fees), judgments, fines
and amounts paid in settlement actually and
reasonably incurred by him in connection with
such action, suit or proceeding if he acted in
good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the Corporation, and, with
respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct
was unlawful. The termination of any action,
suit or proceeding by judgment, order,
settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not,
of itself, create a presumption that the
person did not act in good faith and in a
manner which he reasonably believed to be in
or not opposed to the best interests of the
Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

           Section 8.02 POWER TO INDEMNIFY IN
ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
RIGHT OF THE CORPORATION. Subject to the
Certificate of Incorporation and Section 8.03,
the Corporation shall indemnify any person who
was or is a party or is threatened to be made
a party to any threatened, pending or
completed action or suit by or in the right of
the Corporation to procure a judgment in its
favor by reason of the fact that he is or was
a director or officer of the Corporation, or
is or was a director or officer of the
Corporation serving at the request of the
Corporation as a director, officer, employee
or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or
other enterprise against expenses (including
reasonable attorneys' fees) actually and
reasonably incurred by him in connection with
the defense or settlement of such action or
suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed
to the best interests of the Corporation;
except that no indemnification shall be made
in respect of any claim, issue or matter as to
which such person shall have been adjudged to
be liable to the Corporation unless and only
to the extent that the Court of the State of
Colorado or the court in which such action or
suit was brought shall determine upon
application that, despite the adjudication of
liability but in view of all the circumstances
of the case, such person is fairly and
reasonably entitled to indemnity for such
expenses which the Court of the State of
Colorado or such other court shall deem
proper.

           Section 8.03 AUTHORIZATION OF
INDEMNIFICATION. Any indemnification under
this Article VIII (unless ordered by a court)
shall be made by the Corporation only as
authorized in the specific case upon a
determination that indemnification of the
director or officer is proper in the
circumstances because he has met the
applicable standard of conduct set forth in
Section 8.01 or Section 8.02, as the case may
be. Such determination shall be made (i) by
the Board by a majority vote of a quorum
consisting of directors who were not parties
to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders
who were not parties to such action, suit or
proceeding. To the extent, however, that a
director or officer of the Corporation has
been successful on the merits or otherwise in
defense of any action, suit or proceeding
described above, or in defense of any claim,
issue or matter therein, he shall be
indemnified against expenses (including
reasonable attorneys' fees) actually and
reasonably incurred by him in connection
therewith, without the necessity of
authorization in the specific case.

           Section 8.04 GOOD FAITH DEFINED. For
purposes of any determination under this
Article VIII, a person shall be deemed to have
acted in good faith and in a manner he
reasonably believed to be in or not opposed to
the best interests of the Corporation, or,
with respect to any criminal action or
proceeding, to have had no reasonable cause to
believe his conduct was unlawful, if his
action is based on the records or books of
account of the Corporation or another
enterprise, or on information supplied to him
by the officers of the Corporation or another
enterprise in the course of their duties, or
on the advice of legal counsel for the
Corporation or another enterprise or on
information or records given or reports made
to the Corporation or another enterprise by an
independent certified public accountant or by
an appraiser or other expert selected with
reason-able care by the Corporation or another
enterprise. The term "another enterprise" as
used in this Article VIII shall mean any other
corporation or any partnership, joint venture,
trust, employee benefit plan or other
enterprise of which such person is or was
serving at the request of the Corporation as a
director, officer, employee or agent. The
provisions of this Section 8.04 shall not be
deemed to be exclusive or to limit in any way
the circum-stances in which a person may be
deemed to have met the applicable standard of
conduct set forth in Sections 8.01 or 8.02, as
the case may be.

           Section 8.05 INDEMNIFICATION BY A
COURT. Notwithstanding any contrary
determination in the specific case under
Section 8.03, and notwithstanding the absence
of any determination thereunder, any director
or officer may apply to any court of competent
jurisdiction in the State of Colorado for
indemnification to the extent otherwise
permissible under Sections 8.01 and 8.02. The
basis of such indemnification by a court shall
be a determination by such court that
indemnification of the director or officer is
proper in the circumstances because he has met
the applicable standards of conduct set forth
in Sections 8.01 or 8.02, as the case may be.
Neither a contrary determination in the
specific case under Section 8.03 nor the
absence of any determination thereunder shall
be a defense to such application or create a
presumption that the director or officer
seeking indemnification has not met any
applicable standard of conduct. Notice of any
application for indemnification pursuant to
this Section 8.05 shall be given to the
Corporation promptly upon the filing of such
application. If successful, in whole or in
part, the director or officer seeking
indemnification shall also be entitled to be
paid the expense of prosecuting such
application.

           Section 8.06 EXPENSES PAYABLE IN
ADVANCE. Expenses incurred by a director or
officer in defending or investigating a
threatened or pending action, suit or
proceeding shall be paid by the Corporation in
advance of the final disposition of such
action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director
or officer to repay such amount if it shall
ultimately be determined that he is not
entitled to be indemnified by the Corporation
as authorized in this Article VIII.

           Section 8.07 NONEXCLUSIVITY OF
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of
expenses provided by or granted pursuant to
this Article VIII shall not be deemed
exclusive of any other rights to which those
seeking indemnification or advancement of
expenses may be entitled under any ByLaw,
agreement, contract, vote of stockholders or
disinterested directors or pursuant to the
direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as
to action in his official capacity and as to
action in another capacity while holding such
office, it being the policy of the Corporation
that indemnification of the persons specified
in Sections 8.01 and 8.02 shall be made to the
fullest extent permitted by law. The
provisions of this Article VIII shall not be
deemed to preclude the indemnification of any
person who is not specified in Sections 8.01
or 8.02 but whom the Corporation has the power
or obligation to indemnify under the
provisions of the General Corporation Law of
the State of Colorado, or otherwise.

           Section 8.08 INSURANCE. The
Corporation may purchase and maintain
insurance on behalf of any person who is or
was a director or officer of the Corporation,
or is or was a director or officer of the
Corporation serving at the request of the
Corporation as a director, officer, employee
or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or
other enterprise against any liability
asserted against him and incurred by him in
any such capacity, or arising out of his
status as such, whether or not the Corporation
would have the power or the obligation to
indemnify him against such liability under the
provisions of this Article VIII.

           Section 8.09 CERTAIN DEFINITIONS. For
purposes of this Article VIII, references to
"the Corporation" shall include, in addition
to the resulting corporation, any constituent
corporation (including any constituent of a
constituent) absorbed in a consolidation or
merger which, if its separate existence had
continued, would have had power and authority
to indemnify its directors or officers, so
that any person who is or was a director or
officer of such constituent corporation, or is
or was a director or officer of such
constituent corporation serving at the request
of such constituent corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture,
trust, employee benefit plan or other
enterprise, shall stand in the same position
under the provisions of this Article VIII with
respect to the resulting or surviving
corporation as he would have with respect to
such constituent corporation if its separate
existence had continued. For purposes of this
Article VIII, references to "fines" shall
include any excise taxes assessed on a person
with respect to an employee benefit plan; and
references to "serving at the request of the
Corporation" shall include any service as a
director, officer, employee or agent of the
Corporation which imposes duties on, or
involves services by, such director or officer
with respect to an employee benefit plan, its
participants or beneficiaries; and a person
who acted in good faith and in a manner he
reasonably believed to be in the interest of
the participants and beneficiaries of an
employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best
interests of the Corporation" as referred to
in this Article VIII.

           Section 8.10 SURVIVAL OF
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of
expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise
provided when authorized or ratified, continue
as to a person who has ceased to be a director
or officer and shall inure to the benefit of
the heirs, executors and administrators of
such a person.

           Section 8.11 LIMITATION ON
INDEMNIFICATION. Notwithstanding anything
contained in this Article VIII to the
contrary, except for proceedings to enforce
rights to indemnification (which shall be
governed by Section 8.05), the Corporation
shall not be obligated to indemnify any
director or officer in connection with a
proceeding (or part thereof) initiated by such
person unless such proceeding (or part
thereof) was authorized or consented to by the
Board.

           Section 8.12 INDEMNIFICATION OF
EMPLOYEES AND AGENTS. The Corporation may, to
the extent authorized from time to time by the
Board, provide rights to indemnification and
to the advancement of expenses to employees
and agents of the Corporation similar to those
conferred in this Article VIII to directors
and officers of the Corporation.

           Section 8.13 CONTRACT RIGHTS. With
respect to any person made or threatened to be
made a party to any proceeding by reason of
the fact that such person is or was a director
or officer of the Corporation, or is or was
serving at the request of the Corporation as a
director or officer of another enterprise, the
rights to indemnification and to the
advancement of expenses conferred in this
Article VIII shall be contract rights.

           Section 8.14 MODIFICATION. Any repeal
or modification of the foregoing provisions of
this Article VIII shall not adversely affect
any right or protection hereunder of any
indemnitee in respect of any act or omission
occurring prior to the time of such repeal or
modification. In the event the General
Corporation Law of the State of Colorado is
amended after the date hereof to authorize
corporate action further limiting or
eliminating the personal liability of
directors or officers, then the personal
liability of a director or officer of the
Corporation shall be further limited or
eliminated to the fullest extent permitted by
the General Corporation Law of the State of
Colorado, as so amended.

ARTICLE IX

MISCELLANEOUS

           Section 9.01 WAIVER OF NOTICES.
Whenever notice is required to be given under
any provision of these bylaws, the Certificate
of Incorporation or by law, a written waiver,
signed by the person entitled to notice,
whether before or after the time stated
therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting,
except when a person attends a meeting for the
express purpose of objecting at the beginning
of the meeting, to the transaction of any
business because the meeting is not lawfully
called or convened. Neither the business to be
transacted at, nor the purpose of, any regular
or special meeting of the stockholders,
directors, or members of a committee of
directors need be specified in any written
waiver of notice unless required by the
Certificate of Incorporation.

           Section 9.02 LOANS AND GUARANTIES. The
Corporation may lend money to, or guarantee
any obligation of, and otherwise assist any
officer or other employee of the Corporation
or of its subsidiaries, including any officer
who is a director, whenever, in the judgment
of the Board, such loan, guaranty or
assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty,
or other assistance may be with or without
interest, and may be unsecured or secured in
such manner as the Board shall approve,
including, without limitation, a pledge of
shares of stock of the Corporation.

           Section 9.03 GENDER. All personal
pronouns used in these Bylaws shall include
the other genders, whether used in the
masculine, feminine or neuter gender, and the
singular shall include the plural, and vice
versa, whenever and as often as may be
appropriate.

           Section 9.04 AMENDMENTS. These Bylaws,
or any of them, may be rescinded, altered,
amended or repealed, and new Bylaws may be
made (i) by the Board, by vote of a majority
of the number of directors then in office as
directors, acting at any meeting of the Board
or (ii) by the stockholders, by the vote of a
majority of the outstanding shares of voting
stock of the Corporation, at an annual meeting
of stockholders, without previous notice, or
at any special meeting of stockholders;
provided; that notice of such proposed
amendment, modification, repeal or adoption is
given in the notice of special meeting;
provided, however, that Section 2.02 of these
Bylaws can only be amended if that Section as
amended would not conflict with the
Corporation's Certificate of Incorporation.
Any Bylaw made or altered by the stockholders
may be altered or repealed by the Board or may
be altered or repealed by the stockholders.

           Section 9.05 CERTIFICATE OF
INCORPORATION. Notwithstanding anything to the
contrary contained herein, if any provision
contained in these Bylaws is inconsistent with
or conflicts with a provision of the
Certificate of Incorporation, such provision
of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of
Incorporation to the extent necessary to give
effect to such provision in the Certificate of
Incorporation.

           Section 9.06 RATIFICATION. Any
transaction questioned in any stockholders'
derivative suit on the grounds of lack of
authority, defective or irregular execution,
adverse interest of director, officer or
stockholder, nondisclosure, miscomputation or
the application of improper principles or
practices of accounting, may be ratified
before or after judgment, by the Board or by
the stockholders in case less than a quorum of
directors are qualified, and, if so ratified,
shall have the same force and effect as if the
questioned transaction had been originally
duly authorized, and said ratification shall
be binding upon the Corporation and its
stockholders, and shall constitute a bar to
any claim or execution of any judgment in
respect of such questioned transaction.










EXHIBIT 3.3

FORM OF COMMON STOCK CERTIFICATE
NOT VALID UNLESS COUNTERSIGNED BY
TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE
OF COLORADO

CUSIP NO. ___________

NUMBER
SHARES

LEXIT TECHNOLOGY, INC.
- ------------------
AUTHORIZED COMMON STOCK: 100,000,000
SHARES
PAR VALUE: $.001


THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

           - Shares of LEXIT TECHNOLOGY,
INC. Common Stock - transferable on the
books of the Corporation in person or by
duly authorized attorney, upon surrender
of this Certificate properly endorsed.
This Certificate is not valid unless
countersigned by the Transfer Agent and
registered by the Registrar.

       WITNESS the facsimile seal of the
Corporation and the facsimile signature
of its duly authorized officers.

Dated: ___________________
		     __________

LEXIT TECHNOLOGY, INC.
CORPORATE
SEAL
COLORADO
*****

NOT VALID UNLESS COUNTERSIGNED BY
TRANSFER AGENT


Countersigned Registered:

(Transfer Agent)
                                       --
- --------------------------------------
                                       --
- --------------------------------------
                                       --
- --------------------------------------
                                       By
- -------------------------------------

Authorized Signature


NOTICE: Signature must be guaranteed by a
firm, which is a member of a registered
national stock exchange, or by a bank
(other than a saving bank), or a trust
company.

The following abbreviations, when used in
the inscription on the face of this
certificate, shall be construed as though
they were written out in full according
to applicable laws or regulations.

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with right of
survivorship and not as tenants in common

UNIF  GIFT MIN ACT -- ____________
Custodian _________  (Minor)  under
Uniform
Gifts to Minors Act ______________
(State)

       Additional abbreviations may also
be used though not in the above list.

       For  value received,
_______________________________ hereby
sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------
- --------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

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

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

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

- -----------------------------------------
- --------------------------------
Shares of the capital stock represented
by the within Certificate, and do hereby
irrevocably constitute and appoint
- -----------------------------------------
- --------------------------------------
Attorney to transfer said stock on the
books of the within named Corporation
with full power of substitution in the
premises.

Dated _____________________________

X
_________________________________________
__________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER, THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION.

SIGNATURE GUARANTEED: