UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

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

                                  July 7, 2005

                                  NEXICON, INC.
               (Exact Name of Registrant as Specified in Charter)

          Nevada                  000-30244                  13-3389415
          ------                  ---------                  ----------
(State or other jurisdiction      (Commission               (IRS Employer
      of incorporation)           File Number)             Identification No.)

        400 Gold SW, Suite 1000 Albuquerque, NM                87102
        ---------------------------------------                -----
        (Address of principal executive offices)              (Zip code)

       Registrant's telephone number, including area code: (505) 248-0000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On July 5, 2005, Nexicon, Inc. (the "Company"), entered into a Termination
Agreement  (the  "Termination  Agreement")  with Cornell  Capital  Partners,  LP
("Cornell"),   dated  June  23,  2005,   whereby  that  certain  Standby  Equity
Distribution  Agreement,  dated March 23,  2004,  and the  related  Registration
Rights  Agreement,  Placement Agent Agreement and Escrow  Agreement of even date
therewith, were terminated.

      Upon execution of the  Termination  Agreement,  the Company entered into a
new Standby Equity  Distribution  Agreement  with Cornell,  dated as of June 24,
2005 (the "2005  SEDA").  Pursuant  to the 2005 SEDA,  the  Company  may, at its
discretion,  periodically  sell to  Cornell  shares of common  stock for a total
purchase  price of up to $20 million.  For each share of common stock  purchased
under the 2005 SEDA,  Cornell  will pay the  Company  99% of the  lowest  volume
weighted-average  price of the Company's  common stock,  as quoted by Bloomberg,
LP, on the  Over-the-Counter  Bulletin Board or other principal  market on which
the Company's common stock is traded for the five days immediately following the
notice  date.  The  price  paid by  Cornell  for the  Company's  stock  shall be
determined  as of the date of each  individual  request for an advance under the
2005 SEDA.  Cornell  will also  retain 5% of each  advance  under the 2005 SEDA.
Cornell's  obligation to purchase shares of the Company's common stock under the
2005 SEDA is subject to certain  conditions,  including the Company obtaining an
effective  registration  statement for shares of the Company's common stock sold
under the 2005 SEDA and is limited to $300,000 per six trading days.

      Pursuant to the  Termination  Agreement,  the Company also terminated that
certain  Securities  Agreement with Cornell,  dated May 5, 2004, and the related
Securities  Purchase  Agreement,   Secured  Convertible   Debentures,   Investor
Registration Rights Agreement and the Escrow Agreement.  The initial convertible
debenture  in the original  principal  amount of $250,000 was dated May 5, 2004,
and the second  convertible  debenture  in the  original  amount of $250,000 was
dated August 12, 2004 (collectively, the "2004 Secured Convertible Debentures").
Upon  execution  of the  Termination  Agreement,  $70,000  of the  2004  Secured
Convertible  Debentures were converted into stock as permitted  thereunder.  The
Company  refinanced  the $380,000  principal  balance  remaining  under the 2004
Secured Convertible  Debenture as the 2005 secured  convertible  debentures (the
"2005 Secured Convertible  Debenture").  Any part of the principal amount of the
2005 Debenture,  plus accrued  interest,  is convertible at Cornell's option any
time up to maturity into shares of the  Company's  common stock at a fixed price
per share equal to $0.01. The 2005 Secured  Convertible  Debenture is secured by
substantially  all of the  Company's  assets,  has a two-year  term and  accrues
interest at 5% per year.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibits

<TABLE>
<CAPTION>
Exhibit             Description                                                               Location

<S>                 <C>                                                                       <C>
                    Standby  Equity  Distribution  Agreement  dated as of June 24,  2005
   Exhibit 99.1     between the Company and Cornell Capital Partners, LP                      Provided herewith

                    Registration  Rights Agreement dated as of June 24, 2005 between the
   Exhibit 99.2     Company and Cornell Capital Partners, LP                                  Provided herewith
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
Exhibit             Description                                                               Location

<S>                 <C>                                                                       <C>
                    Placement Agent Agreement dated as of June 24, 2005 by and among
   Exhibit 99.3     the Company, Cornell Capital Partners, LP and Newbridge
                    Securities Corporation                                                    Provided herewith

                    Amended and Restated  Security  Agreement  dated as of June 24, 2005
   Exhibit 99.4     between the Company and Cornell Capital Partners, LP                      Provided herewith

                    Securities Purchase Agreement dated as of June 24, 2005 between the
   Exhibit 99.5     Company and Cornell Capital Partners, LP                                  Provided herewith

                    Secured Convertible Debenture dated as of June 24, 2005 issued to
   Exhibit 99.6     Cornell Capital Partners, LP                                              Provided herewith

                    Escrow Agreement dated as of June 24, 2005 among the Company,
   Exhibit 99.7     Cornell Capital Partners, LP and David Gonzalez                           Provided herewith

                    Escrow Agreement dated as of June 24, 2005 among the Company,
   Exhibit 99.8     Cornell Capital Partners, LP and David Gonzalez                           Provided herewith

                    Warrant dated as of June 24, 2005 issued to Cornell Capital
   Exhibit 99.9     Partners, LP                                                              Provided herewith

                    Termination Agreement dated June 23, 2005 between the Company and
  Exhibit 99.10     Cornell Capital Partners, LP                                              Provided herewith
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date:    July 7, 2005
                                       NEXICON, INC.

                                       By:    /s Richard Urrea
                                              ----------------------------------
                                       Name:  Richard Urrea
                                       Title: Chief Executive Officer


                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

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

                                  July 7, 2005

                                  NEXICON, INC.
               (Exact Name of Registrant as Specified in Charter)

          Nevada                  000-30244                  13-3389415
          ------                  ---------                  ----------
(State or other jurisdiction      (Commission               (IRS Employer
      of incorporation)           File Number)             Identification No.)

        400 Gold SW, Suite 1000 Albuquerque, NM                87102
        ---------------------------------------                -----
        (Address of principal executive offices)              (Zip code)

       Registrant's telephone number, including area code: (505) 248-0000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.

      On July 5, 2005, Nexicon, Inc. (the "Company"), entered into a Termination
Agreement  (the  "Termination  Agreement")  with Cornell  Capital  Partners,  LP
("Cornell"),   dated  June  23,  2005,   whereby  that  certain  Standby  Equity
Distribution  Agreement,  dated March 23,  2004,  and the  related  Registration
Rights  Agreement,  Placement Agent Agreement and Escrow  Agreement of even date
therewith, were terminated.

      Upon execution of the  Termination  Agreement,  the Company entered into a
new Standby Equity  Distribution  Agreement  with Cornell,  dated as of June 24,
2005 (the "2005  SEDA").  Pursuant  to the 2005 SEDA,  the  Company  may, at its
discretion,  periodically  sell to  Cornell  shares of common  stock for a total
purchase  price of up to $20 million.  For each share of common stock  purchased
under the 2005 SEDA,  Cornell  will pay the  Company  99% of the  lowest  volume
weighted-average  price of the Company's  common stock,  as quoted by Bloomberg,
LP, on the  Over-the-Counter  Bulletin Board or other principal  market on which
the Company's common stock is traded for the five days immediately following the
notice  date.  The  price  paid by  Cornell  for the  Company's  stock  shall be
determined  as of the date of each  individual  request for an advance under the
2005 SEDA.  Cornell  will also  retain 5% of each  advance  under the 2005 SEDA.
Cornell's  obligation to purchase shares of the Company's common stock under the
2005 SEDA is subject to certain  conditions,  including the Company obtaining an
effective  registration  statement for shares of the Company's common stock sold
under the 2005 SEDA and is limited to $300,000 per six trading days.

      Pursuant to the  Termination  Agreement,  the Company also terminated that
certain  Securities  Agreement with Cornell,  dated May 5, 2004, and the related
Securities  Purchase  Agreement,   Secured  Convertible   Debentures,   Investor
Registration Rights Agreement and the Escrow Agreement.  The initial convertible
debenture  in the original  principal  amount of $250,000 was dated May 5, 2004,
and the second  convertible  debenture  in the  original  amount of $250,000 was
dated August 12, 2004 (collectively, the "2004 Secured Convertible Debentures").
Upon  execution  of the  Termination  Agreement,  $70,000  of the  2004  Secured
Convertible  Debentures were converted into stock as permitted  thereunder.  The
Company  refinanced  the $380,000  principal  balance  remaining  under the 2004
Secured Convertible  Debenture as the 2005 secured  convertible  debentures (the
"2005 Secured Convertible  Debenture").  Any part of the principal amount of the
2005 Debenture,  plus accrued  interest,  is convertible at Cornell's option any
time up to maturity into shares of the  Company's  common stock at a fixed price
per share equal to $0.01. The 2005 Secured  Convertible  Debenture is secured by
substantially  all of the  Company's  assets,  has a two-year  term and  accrues
interest at 5% per year.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibits
Exhibit             Description                                                               Location
Standby  Equity  Distribution  Agreement  dated as of June 24,  2005
   Exhibit 99.1     between the Company and Cornell Capital Partners, LP                      Provided herewith

                    Registration  Rights Agreement dated as of June 24, 2005 between the
   Exhibit 99.2     Company and Cornell Capital Partners, LP                                  Provided herewith
2
Exhibit             Description                                                               Location
Placement Agent Agreement dated as of June 24, 2005 by and among
   Exhibit 99.3     the Company, Cornell Capital Partners, LP and Newbridge
                    Securities Corporation                                                    Provided herewith

                    Amended and Restated  Security  Agreement  dated as of June 24, 2005
   Exhibit 99.4     between the Company and Cornell Capital Partners, LP                      Provided herewith

                    Securities Purchase Agreement dated as of June 24, 2005 between the
   Exhibit 99.5     Company and Cornell Capital Partners, LP                                  Provided herewith

                    Secured Convertible Debenture dated as of June 24, 2005 issued to
   Exhibit 99.6     Cornell Capital Partners, LP                                              Provided herewith

                    Escrow Agreement dated as of June 24, 2005 among the Company,
   Exhibit 99.7     Cornell Capital Partners, LP and David Gonzalez                           Provided herewith

                    Escrow Agreement dated as of June 24, 2005 among the Company,
   Exhibit 99.8     Cornell Capital Partners, LP and David Gonzalez                           Provided herewith

                    Warrant dated as of June 24, 2005 issued to Cornell Capital
   Exhibit 99.9     Partners, LP                                                              Provided herewith

                    Termination Agreement dated June 23, 2005 between the Company and
  Exhibit 99.10     Cornell Capital Partners, LP                                              Provided herewith
3
SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date:    July 7, 2005
                                       NEXICON, INC.

                                       By:    /s Richard Urrea
                                              ----------------------------------
                                       Name:  Richard Urrea
                                       Title: Chief Executive Officer

                                       4