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From LXUN8K

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report: July 15, 2011

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8044010

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets.

A Special Meeting of the directors of the Registrant was held on the 15 th day of July, 2011 at 10 o’clock A.M. At said meeting, the directors appointed Jerry Gruenbaum as the Registrant’s General Counsel and Corporate Secretary.

At said meeting, Edward Meijers, the Chairman and CEO stated that the acquisition approved by the shareholders of the Registrant on July 11, 2011 (hereinafter the “Original Agreement”) has been completed on July 15, 2011 to acquire by the Registrant, Accres Global AG, from Vela Heleen Holding GMBH and ZUG Investment Group AG (hereinafter the “Sellers”). An Amendment and Restatement of the Acquisition Agreement was also executed ON July 15, 2011 (hereinafter the “Amended Agreement”). Accres Global AG is engaged in the trade in rough and polished diamonds. They have a unilateral, non-negotiable contract with Accres Mineral Trading BVBA, based in the diamonds city of Antwerp and with Mostland International FZC, based in Dubai, the United Arab Emirates

Under both the Original and Amended Agreement the Registrant purchased from the Sellers Accres Global AG for Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Series B Preferred Shares of Lexicon (the "Lexicon Shares"), each Preferred Shares is convertible to ten Common Shares of the Registrant and have the voting power equal to ten Common Shares of the Registrant.

Under both the Original and Amended Agreement, Jerry Gruenbaum, Esq., a licensed attorney and the Registrant’s Secretary and counsel has been appointed as Escrow Agent to complete the acquisition. The escrow agent has received from the Sellers in his IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. One Hundred Ten Thousand ($110,000.00) U.S. Dollars, for the benefit of the Registrant to be used to pay audit fees in the United States and Brazil for the benefit of the Registrant to bring the Registrant current in its filings with the U.S. Securities and Exchange Commission. The Registrant and the Sellers agreed to use the services of a qualified accounting firm in Brazil and a PCAOB qualified auditing firm in the U.S. for those services.

Under both the Original and Amended Agreement, the Registrant has delivered to the Escrow Agent a note for Forty Thousand ($40,000.00) U.S. Dollars payable to the order of Elie Saltoun or his assign which note will be paid by the Registrant Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. for four (4) consecutive months, first payment due one month from the closing date (the Saltoun Note”). The Saltoun Note is secured by the Lexicon Shares held in escrow by the Escrow Agent.

Under both the Original and Amended Agreement, the Registrant has delivered to the Escrow Agent a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Prime Atlas LLC or its assign which note will be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. for three (3) consecutive months, first payment due one month after the Saltoun Note is paid off ” The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent.

The Registrant agreed to spin-off its existing subsidiaries United Oil Services, Inc., a Nevada corporation and Engepet Energy Enterprises, Inc., a Delaware corporation and any and all other existing assets and operations of the Registrant existence prior to the Agreement to Elie Saltoun or his assigns. Under the Amended Agreement, Ten Thousand ($10,000) U.S. Dollars from the funds held by the escrow agent for the benefit of the Registrant will be paid to Nannarone Law Group, PC to pay the legal fees for the above spinoff.

Under the Amended Agreement, the parties agreed that any and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by the Registrant prior to the Amended Agreement, if returned or paid to the Registrant after the Closing Date is the personal property of Elie Saltoun solely.



SECTION 5 - CORPORATE GOVERNANCE MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A Special Meeting of the directors of the Registrant was held on the 15 th day of July, 2011 at 10 o’clock A.M. At said meeting, the directors appointed Jerry Gruenbaum as the Registrant’s General Counsel and Corporate Secretary.

Jerry Gruenbaum has been admitted to practice law since 1979 and is a licensed attorney in various states including the State of Connecticut where he maintains his practice as a member of Sec Attorneys, LLC, specializing in Securities Law, Mergers and Acquisitions, Corporate Law, Tax Law, International Law and Franchise Law. He is the CEO of First Union Securities, Inc., an SEC licensed, FINRA member brokerage firm where he maintains his Series 3, 4 ,7, 24, 27, 53, 63 and 65 licenses. He is a former President and Chairman of the Board of Directors of various multinational publicly-traded companies with operations in Hong Kong and the Netherlands. He worked for the tax departments of KPMG Peat Marwick LLP and Arthur Anderson & Co. and held a license as a Certified Public Accountant. He has served as Compliance Director for CIGNA Securities, a division of CIGNA Insurance. He has lectured and taught at various Universities throughout the United States in the areas of Industrial and financial Accounting, taxation, business law, and investments. Attorney Gruenbaum graduated with a B.S. degree from Brooklyn College - C.U.N.Y. Brooklyn, New York; has a M.S. degree in Accounting from Northeastern University Graduate School of Professional Accounting, Boston, Massachusetts; has a J.D. degree from Western New England College School of Law, Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami School of Law, Coral Gables, Florida.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

A Special Meeting of the directors of the Registrant was held on the 15 th day of July, 2011 at 10 o’clock A.M. At said meeting, the directors approved and amended the Registrant’s Bylaws to reflect the Registrant’s change of name from Lexicon United Incorporated to Accres Holding, Inc. No other changes were made to the Bylaws.

The directors took notice that the Certificate of Amendment of Certificate of Incorporation filed by the Registrant’s Secretary with the Delaware Division of Corporations in Dover, Delaware on July 11, 2011 was officially recorded by the Delaware Division of Corporations on July 11, 2011 at 11:31am EST.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

A Special Meeting of the directors of the Registrant was held on the 15 th day of July, 2011 at 10 o’clock A.M. At said meeting, the directors approved, amended and expanded the Registrant’s Code of Ethics.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

A Special Meeting of the directors of the Registrant was held on the 15 th day of July, 2011 at 10 o’clock A.M. At said meeting, the directors officially moved the Registrant’s corporate office from 4500 Steiner Ranch Blvd., Suite 1708, Austin, TX 78732 to 2 Corporate Drive, Suite 234, Shelton, CT 06484.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8044010



" Lexicon agrees to purchase from Seller and Seller agrees to sell, assign, transfer and deliver to Lexicon 100 shares of Accres which represents 100 percent of the issued and outstanding stock of Accres all of which are owned by Sellers, 50 shares by Zug Investment Group AG and 50 shares by Vela Heleen Holding GMBH (collectively, the "Stock")."

AMENDMENT AND RESTATEMENT OF
THE ACQUISITION AGREEMENT

This Amendment and Restatement to the Acquisition Agreement, dated the 11 th day of July, 2011, is made this 15 th day of July, 2011 among:

Lexicon United Incorporated
64-10 Alderton Street
Rego Park, New York 11374

a Delaware corporation
("Lexicon")

and

Accres Global AG
Oberneuhohstrasse 6
6340 Baar, Zug, Switzerland


a Swiss corporation
("Accres")

and

Elie Saltoun
Rue Rodolfo Dantas 16
Copacabana, Rio de Janiero, 22020-040

a Brazilian Citizen
("Satoun")

and

Vela heleen Holding GMBH and
Oberneuhohstrasse 6
6340 Baar, Zug, Switzerland

and

Zug Investment Group AG
c/o Prisma Treuhand und Revisions AG
6300 Zug, Switzerland

Both Swiss corporations
(thr "Sellers")

and

Jerry Gruenbaum, Esquire
SEC ATTORNEYS, LLC
Two Corporate Drive, Suite 234
Shelton, Connecticut 06484

A Connecticut licensed attorney
(the "Escrow Agent")


WHEREAS;

A. Lexicon, directly and through one or more subsidiaries, intends to engage in the trade in rough and polished diamonds.

B. Accres, is engaged in the trade in rough and polished diamonds. Accres has a unilateral, non-negotiable contract with Accres Mineral Trading BVBA, based in the diamonds city of Antwerp and with Mostland International FZC, based in Dubai, the United Arab Emirates.

C. The parties hereto deem it to be in the best interest of each of them that Lexicon purchase 100 percent of the issued and outstanding capital stock of Accres for a majority controlling interest in Lexicon, and generally succeed to the business of Accres, all pursuant to such terms, provisions and conditions as the parties hereto shall agree.

D. The parties hereto wish to amend and restate the Acquisition Agreement herein.



NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

A. PURCHASE AND PAYMENT

1. Purchase and Sale of Stock .

1.1 Lexicon agrees to purchase from Seller and Seller agrees to sell, assign, transfer and deliver to Lexicon 100 shares of Accres which represents 100 percent of the issued and outstanding stock of Accres all of which are owned by Sellers, 50 shares by Zug Investment Group AG and 50 shares by Vela Heleen Holding GMBH (collectively, the "Stock").

1.2 The purchase and payment for the Stock by Lexicon shall take place at the time and in the manner hereinafter provided, and the sale, assignment, transfer and delivery of the Stock by Sellers, shall take place on the Closing Date at the Closing, as those terms are hereinafter defined, subject to the fulfillment of the conditions hereinafter provided.

2. Purchase Price .

2.1 Lexicon will deliver to Escrow Agent at closing Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Preferred Shares of Lexicon (the "Lexicon Shares"), each Preferred Shares is convertible and shall have the voting power equal to ten Common Shares of Lexicon in accordance with Exhibit A attached herein.

2.2 Accres has wired to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 One Hundred Ten Thousand ($110,000.00) U.S. Dollars, for the benefit of Lexicon to be used to pay audit fees in the United States and Brazil for Lexicon to bring Lexicon current in its filings with the U.S. Securities and Exchange Commission and for a portion of the fees required to complete the spinoffs discussed in Section E.1. below (the “Spinoff Fee”). The parties agree to use the services of a qualified accounting firm in Brazil and a PCAOB qualified auditing firm in the U.S. reasonably agreed upon by the parties for those services. The Spinoff Fee shall be Ten Thousand U.S. Dollars ($10,000) and shall be paid from the aforementioned Escrow Agent’s IOLTA-Lawyers Trust Account directly to Nannarone Law Group, PC, by wire to First Republic Bank, ABA number 321081669, Account number 800-00534058. The Spinoff Fee shall be paid to Nannarone Law Group, PC on or before the Closing Date.


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2.3 Accres will deliver to the escrow agent at closing a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Saltoun or his assign which note shall be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 for three (3) consecutive months, first payment due one month from the Closing Date (the “Saltoun Note”) a copy of which is attached as Exhibit B. The Escrow Agent shall disburse the funds by wire to the Saltoun Note holder according to instructions from the Note holder within 48 hours of receipt in his Trust Account. The Saltoun Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph 2.1 above.

2.4 Accres will deliver to the escrow agent at closing a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Prime Atlas LLC or its assign which note shall be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 for three (3) consecutive months, first payment due one month after the Saltoun Note is paid off (the “Atlas Note”) ”) a copy of which is attached as Exhibit C. . The Escrow Agent shall disburse the funds by wire to the Atlas Note holder according to instructions from the Note holder within 48 hours of receipt in his Trust Account. The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph 2.1 above.

B. ESCROW AGENT

1. Appointment of Escrow Agent .

Lexicon, Accres and Sellers do hereby appoint Jerry Gruenbaum Esq. the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to the terms hereof (the “Escrow Appointment”).

2. Terms .

This Escrow Appointment shall terminate upon the payment by Accres of the Saltoun and Atlas Notes and the release and delivery by the Escrow Agent of the Lexicon Shares in accordance with Exhibit A attached herein. Escrow Agent shall be relieved of all liability and responsibility hereunder, upon the payment from his Trust Account of the Saltoun and Atlas Notes and the subsequent release and delivery by the Escrow Agent of the Lexicon Shares pursuant to the terms hereof.



REPRESENTATIONS AND WARRANTIES OF SELLERS AND ACCRES

Sellers and Accres hereby represent and warrant to Lexicon that, as of the date hereof, the following statements are true and correct, except as to statements in Sections C.2 and C.3 which are made only by Sellers who own the Stock with respect to which the statement is made.

1. Corporate Status .

Accres is (a) duly organized, validly existing and in good standing under the laws of Switzerland; (b) has full corporate power to own all of its properties and carry on its business as it is now being conducted; and (c) is qualified to do business in each of the jurisdictions in which it operates and the character of the properties owned by Accres or the nature of the business transacted by Accres does not make qualification necessary in any other jurisdiction or jurisdictions.

2. Authority to Sell.

Sellers have full right, power and authority to sell, transfer and deliver the Stock owned by such Seller to Lexicon in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.

3. Ownership of Stock .

All of the Stock of Accres is owned by Vela Heleen A.G. and Zug Investment Group A.G. Sellers hold such Stock free and clear of all liens, claims, debts, encumbrances and assessments, and any and all restrictions as to sale, assignment or transferability thereof. Sellers have full right, power and authority to sell, transfer and deliver all of the shares of Stock owned by said Seller and the certificates therefor, sold hereunder, to Lexicon in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.


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4. Deposits, Escrow Amounts and Accounts Receivable.

Sellers and Accres hereby acknowledge that any and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by Lexicon prior to the Closing Date, which is returned or paid to Lexicon after the Closing Date is the personal property of Saltoun solely.



D REPRESENTATIONS AND WARRANTIES OF LEXICON

Lexicon hereby warrants and represents to Sellers and Accres that, as of the date hereof, the following statements are true and correct.

1. Corporate Status .

Lexicon is a duly organized, validly existing and in good standing under the laws of the State of Delaware.

2. Assets and Liabilities .

At closing Lexicon shall have no assets and no liabilities other those owed to Meyler & Co., Lexicon’s public auditors, and other than those disclosed on Exhibit D, attached hereto and incorporated herein by reference.

3. Capital Structure .

Lexicon (a) is authorized by its charter and applicable law to issue Forty Million (40,000,000) Common Stock, $0.001 par value of which Nine Million Eight Hundred Sixty One Thousand One Hundred Thirty Four (9,861,134) Common Stock $0.001 par value are issued and outstanding among Eighty Three (83) shareholders all of which such shares are fully paid and non-assessable; (b) is authorized by its charter and applicable law to issue Ten Million (10,000,000) Preferred Stock, $0.001 par value of which none are issued and outstanding; (c) does not have authorized, issued or outstanding any subscription, option, warrant, conversion or other rights to the issuance or receipt of shares of its capital stock except as set forth herein; (d) has all voting rights vested exclusively in the presently issued and outstanding capital stock; and (e) has outstanding no bonds, debentures or other similar evidences of indebtedness.

4. Authority to Issue Preferred Shares.

Lexicon have full right, power and authority from a majority of its shareholders and from its Board of Directors to sell, transfer and deliver Preferred Stock to the Sellers which has the right to convert and to vote each Preferred Shares for ten Common Stock in accordance with paragraph 2.1 above.

5. Litigation .

Lexicon is not a party to any pending or to its knowledge threatened suit, action, proceeding, prosecution or litigation nor to the knowledge of Lexicon is there any threatened or pending governmental investigation involving Lexicon or any of its operations, including inquiries, citations or complaints by any federal, state or local administration or agency.


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6 . Truth of Representation .

No representation by Lexicon made in this Agreement and no statement made in any certificate or schedule furnished in connection with the transaction herein contemplated contains or will contain any knowingly untrue statement of a material fact or knowingly omits or will omit to state any material fact reasonably necessary to make any such representation or any such statement not misleading to a prospective purchaser of the Stock.

E. COVENANTS AND CONDITIONS PRECEDENT TO CLOSING

All obligations under this Agreement are subject to the fulfillment of each of the following conditions, in addition to the fulfillment of any and all other conditions set forth in this Agreement:

1. Spinoff of all existing businesses .

Lexicon shall spinoff its subsidiaries United Oil Services, Inc., a Nevada corporation and Engepet Energy Enterprises, Inc., a Delaware corporation at the partial expense of Accres (as discussed in Section A.2.2.) and any and all other existing assets and operations of Lexicon immediately after closing to Saltoun or his assigns. The Spinoff Fees are to be paid to Nannarone Law Group, PC on or prior to the Closing Date, as discussed in Section A.2.2. above.

2. Corporate Action .

Prior to the Closing Date, the Board of Directors of the Lexicon shall have duly adopted resolutions to the same effect with respect to the aforesaid matters.

3. Directors and Executive Officers .

At Closing, Saltoun shall resign, and Edward Meijers shall be elected to the Board of Directors and serve as its Chief Executive Officer and Richard Fokker shall be elected to the Board of Directors and serve as its Chief Financial Officer.

F. CLOSING

The closing under this Agreement (the "Closing") and all deliveries hereunder shall take place at the office of the SEC Attorneys, Two Corporate Drive, Suite 234, Shelton, CT 06484, on July 15, 2011 or such other date as shall be agreed upon by all the parties (the “Closing Date").

G. POST CLOSING PROVSIONS

After Closing in accordance with Paragraph F above, Lexicon will do the following:

1. Audits .

After closing Lexicon will engage an auditor in Brazil and Meyler & Co. to complete the December 31, 2010 audit and reviews for March 31, 2011 and June 30, 2011.

2. SEC Filings .

After closing Lexicon will notify the U.S. Securities and Exchange Commission (the “SEC”) of its intention to withdraw its notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934, and file all missing SEC reports as soon as the audits in Paragraph G.1 are complete.


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3. Delaware Filings .

After closing Lexicon will change its name to Accres Holding, Inc. and notify the State of Delaware of the change in name and increase the authorized Common Stock to Two Hundred Million (200,000,000) Common Stock $0.001 par value.

4. Conversion .

After filing with the State of Delaware in accordance with Paragraph G.3, Sellers will convert their Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Preferred Shares of Lexicon to Eighty Eight Million Seven Hundred Fifty Thousand Two Hundred Ten (88,750,210) Common Shares of Lexicon.

5. FINRA Filings .

After compliance with Paragraphs G.1, G.2, G.3 and G.4 above, and after obtaining a new Symbol from FINRA, Lexicon shall file a Form 15c-211 to become trading on the OTC Bulletin Board.

6. Deposits, Escrow Accounts and Accounts Receivable .

A ny and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by Lexicon prior to the Closing Date, which is returned or paid to Lexicon or Accres Holding, Inc. after the Closing Date shall immediately be delivered by Lexicon or Accres Holding, Inc., as applicable, to Saltoun.

7. I NDEMNIFICATION

Saltoun shall indemnify and hold Lexicon and its affiliates harmless from and against any and all fees or liabilities related to services provided or purported to have been provided by the Law Offices of Robert Denier and the Nannarone Law Group to Lexicon. Saltoun shall have the right to negotiate a settlement of the fees claimed by the Law Offices of Robert Denier and the Nannarone Law Group.



Shareholders Lexicon Shares

Vela Heleen Holding GMBH 4,437,511

Zug Invesment Group AG 4.437,510