U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED


                      LEXINGTON RESOURCES INC. formerly known
                           as "Intergold Corporation"
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0365453
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                         -------------------------------
                    (Address of Principal Executive Offices)


                              Intergold Corporation
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)


                   Stock Option Plan for Intergold Corporation
                (changing its name to Lexington Resources, Inc.)
                      ------------------------------------
                            (Full title of the plan)


                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                      -------------------------------------
                     (Name and address of agent for service)

                                  303.985.9324
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed       Proposed
Title of                            maximum        maximum
Securities        Amount            offering       aggregate        Amount of
To be             to be             price          offering         registration
Registered        Registered        per share      price            fee
                                           (1)              (2)
Common Stock      1,000,000            $0.50         $500,000         $45.00
--------------------------------------------------------------------------------
<PAGE>

(1)
  Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities  Act of 1933, as amended.  The Proposed
Maximum  Offering  Price Per Share was  determined by the Board of Directors and
set  contractually.  As of the date of this  Registration  Statement,  1,000,000
Stock Options have been issued.
(2)
  This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of Intergold Corporation,  changing its name to Lexington
Resources  Inc. (the  "Company") as may be issuable as a result of stock splits,
stock dividends or similar transactions.


PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  filed with or furnished to the Securities and
Exchange  Commission,   are  incorporated  in  this  Registration  Statement  by
reference:

         (i)   the  latest  annual  report of the  Company  filed on Form  10KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act").

         (ii)  all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above.

         (iii) the  registration  statement  of the Company  filed on Form 10-SB
               pursuant to Section 12(g) of the Exchange Act.

         (iv)  The   description  of  securities   which  is  contained  in  the
               registration  statement  on  Form  10-SB  filed  by  the  Company
               pursuant  to  Section  12 of  the  Exchange  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

<PAGE>

         The validity of the securities  being registered will be passed upon by
Diane D. Dalmy,  Esq.,  General  Counsel to the Company,  8965 W. Cornell Place,
Lakewood, Colorado 80227.

         None of the  experts  named in the  Registration  Statement  as  having
prepared  or  certified  a  report  or  counsel  for the  Company  named  in the
Registration  Statement  as having  given an opinion  upon the  validity  of the
securities  being  registered or upon other legal matters in connection with the
registration  of offering of such  securities have or will receive in connection
with the offering a substantial interest,  direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the Nevada Revised Statutes contains  provisions for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

         The  officers  and  directors  of the  Company are  accountable  to the
shareholders  of the  Company as  fiduciaries,  which  means such  officers  and
directors  are  required to exercise  good faith and  integrity  in handling the
Company's affairs.

         A  shareholder  may be able to  institute  legal  action  on  behalf of
himself and all other similarly  situated  shareholders to recover damages where
the Company has failed or refused to observe the law.  Shareholders may, subject
to  applicable  rules of civil  procedure,  be able to bring a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection  with the purchase or sale of their interest in the Company due to
a breach of a  fiduciary  duty by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense or any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

<PAGE>

         The Company has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

         At present,  there is no pending  litigation or proceeding  involving a
director or  executive  officers of the Company as to which  indemnification  is
being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         In the event certain  Stock Options  issued under the Stock Option Plan
are not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued  pursuant to an exercise of such Stock Option shall be issued
in  reliance  upon the  exemption  from  the  registration  requirements  of the
Securities Act of 1933, as amended,  contained in Section 4(2) thereof, covering
transactions  not involving any public  offering or not involving any "offer" or
"sale".

         In such  event,  each  optionee,  as a  condition  of  exercise,  shall
represent,  warrant and agree in a form of written  certificate  approved by the
Company  that (i) all shares of Common Stock are being  acquired  solely for his
own account and not on behalf of any other  person or entity;  (ii) no shares of
Common  Stock  will  be  sold  or  otherwise  distributed  in  violation  of the
Securities  Act of 1933, as amended,  or any other  applicable  federal or state
securities laws; (iii) if he is subject to reporting  requirements under Section
16(a) of the  Securities  Exchange Act of 1934, as amended,  he will (a) furnish
the  Company  with a copy of each  Form 4 filed by him and (b)  timely  file all
reports required under the federal  securities laws; and (iv) he will report all
sales of shares of Common Stock to the Company in writing.

ITEM 8. EXHIBITS

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         5.1  Opinion of Diane D. Dalmy, as counsel to the Company,regarding the
              legality of the securities being registered.

         23.1 Consent of Diane D. Dalmy, as counsel to the Company,  included in
              the Opinion as exhibit 5.1.

         23.2 Consent of LaBonte & Co. as independent public accountants.

         99.1 Stock Option Plan.

ITEM 9. UNDERTAKINGS.

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the  registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such  report  on  written  request  of the
employee.

<PAGE>

         The undersigned registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the plan who do not  otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

         The undersigned  registrant  hereby  undertakes (i) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement, if applicable,  to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide  offering  thereof;  and (iii) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Blaine,  State of Washington,  on November 20,
2003.

                                    LEXINGTON RESOURCES, INC.

                                           /s/ GRANT ATKINS
                                    By:_____________________________
                                       Grant Atkins, President/Chief
                                          Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacity and on the date indicated.


Signature                     Title                        Date

/s/ VAUGHN BARBON             Chief Financial Officer      November 20, 2003
__________________
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                      LEXINGTON RESOURCES INC. formerly known
                           as "Intergold Corporation"
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0365453
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                         -------------------------------
                    (Address of Principal Executive Offices)

                              Intergold Corporation
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                   Stock Option Plan for Intergold Corporation
                (changing its name to Lexington Resources, Inc.)
                      ------------------------------------
                            (Full title of the plan)

                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                      -------------------------------------
                     (Name and address of agent for service)

                                  303.985.9324
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed       Proposed
Title of                            maximum        maximum
Securities        Amount            offering       aggregate        Amount of
To be             to be             price          offering         registration
Registered        Registered        per share      price            fee
                                           (1)              (2)
Common Stock      1,000,000            $0.50         $500,000         $45.00
--------------------------------------------------------------------------------
(1)
  Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities  Act of 1933, as amended.  The Proposed
Maximum  Offering  Price Per Share was  determined by the Board of Directors and
set  contractually.  As of the date of this  Registration  Statement,  1,000,000
Stock Options have been issued.
(2)
  This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of Intergold Corporation,  changing its name to Lexington
Resources  Inc. (the  "Company") as may be issuable as a result of stock splits,
stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  filed with or furnished to the Securities and
Exchange  Commission,   are  incorporated  in  this  Registration  Statement  by
reference:

         (i)   the  latest  annual  report of the  Company  filed on Form  10KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act").

         (ii)  all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above.

         (iii) the  registration  statement  of the Company  filed on Form 10-SB
               pursuant to Section 12(g) of the Exchange Act.

         (iv)  The   description  of  securities   which  is  contained  in  the
               registration  statement  on  Form  10-SB  filed  by  the  Company
               pursuant  to  Section  12 of  the  Exchange  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities  being registered will be passed upon by
Diane D. Dalmy,  Esq.,  General  Counsel to the Company,  8965 W. Cornell Place,
Lakewood, Colorado 80227.

         None of the  experts  named in the  Registration  Statement  as  having
prepared  or  certified  a  report  or  counsel  for the  Company  named  in the
Registration  Statement  as having  given an opinion  upon the  validity  of the
securities  being  registered or upon other legal matters in connection with the
registration  of offering of such  securities have or will receive in connection
with the offering a substantial interest,  direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 78.7502 of the Nevada Revised Statutes contains  provisions for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

         The  officers  and  directors  of the  Company are  accountable  to the
shareholders  of the  Company as  fiduciaries,  which  means such  officers  and
directors  are  required to exercise  good faith and  integrity  in handling the
Company's affairs.

         A  shareholder  may be able to  institute  legal  action  on  behalf of
himself and all other similarly  situated  shareholders to recover damages where
the Company has failed or refused to observe the law.  Shareholders may, subject
to  applicable  rules of civil  procedure,  be able to bring a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection  with the purchase or sale of their interest in the Company due to
a breach of a  fiduciary  duty by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense or any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
The Company has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

         At present,  there is no pending  litigation or proceeding  involving a
director or  executive  officers of the Company as to which  indemnification  is
being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         In the event certain  Stock Options  issued under the Stock Option Plan
are not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued  pursuant to an exercise of such Stock Option shall be issued
in  reliance  upon the  exemption  from  the  registration  requirements  of the
Securities Act of 1933, as amended,  contained in Section 4(2) thereof, covering
transactions  not involving any public  offering or not involving any "offer" or
"sale".

         In such  event,  each  optionee,  as a  condition  of  exercise,  shall
represent,  warrant and agree in a form of written  certificate  approved by the
Company  that (i) all shares of Common Stock are being  acquired  solely for his
own account and not on behalf of any other  person or entity;  (ii) no shares of
Common  Stock  will  be  sold  or  otherwise  distributed  in  violation  of the
Securities  Act of 1933, as amended,  or any other  applicable  federal or state
securities laws; (iii) if he is subject to reporting  requirements under Section
16(a) of the  Securities  Exchange Act of 1934, as amended,  he will (a) furnish
the  Company  with a copy of each  Form 4 filed by him and (b)  timely  file all
reports required under the federal  securities laws; and (iv) he will report all
sales of shares of Common Stock to the Company in writing.

ITEM 8. EXHIBITS

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         5.1  Opinion of Diane D. Dalmy, as counsel to the Company,regarding the
              legality of the securities being registered.

         23.1 Consent of Diane D. Dalmy, as counsel to the Company,  included in
              the Opinion as exhibit 5.1.

         23.2 Consent of LaBonte & Co. as independent public accountants.

         99.1 Stock Option Plan.

ITEM 9. UNDERTAKINGS.

         The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the  registrant's  annual  report to  stockholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such  report  on  written  request  of the
employee.
The undersigned registrant hereby undertakes to transmit or cause to be
transmitted  to all  employees  participating  in the plan who do not  otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

         The undersigned  registrant  hereby  undertakes (i) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement, if applicable,  to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide  offering  thereof;  and (iii) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Blaine,  State of Washington,  on November 20,
2003.

                                    LEXINGTON RESOURCES, INC.

                                           /s/ GRANT ATKINS
                                    By:_____________________________
                                       Grant Atkins, President/Chief
                                          Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacity and on the date indicated.

Signature                     Title                        Date

/s/ VAUGHN BARBON             Chief Financial Officer      November 20, 2003
__________________