content: 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.
          -----------------------------------------------------------------
          (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.)
  
                              7473 West Lake Mead Road
                               Las Vegas, Nevada 89128
                           -------------------------------
                      (Address of Principal Executive Offices)
  
                                         n/a
                      -----------------------------------------
                      (Former name, address and fiscal year, if
                             changed since last report)
  
                   Stock Option Plan for 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       1,150,000          $1.25            $1,437,500   $153.81
  --------------------------------------------------------------------------------
  
                                         1
  <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, an aggregate
  of 6,700,000 stock options have been granted,  4,265,000 stock options have been
  exercised, and 2,435,000 stock options remain issued and outstanding.
  
  (2)
  This Registration  Statement relates to such indeterminate  number of additional
  shares of Common Stock of Lexington  Resources,  Inc. (the  "Company") as may be
  issuable as a result of stock splits, stock dividends or similar transactions.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         2
  <PAGE>
  
  
             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 10-K  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-K 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.
  
  
  
                                         3
  <PAGE>
  
  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.
  
  
  
  
                                         4
  <PAGE>
  
  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  Dale  Matheson   Carr-Hilton  LaBonte  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
  
  
                                         5
  <PAGE>
  
  ITEM 9. UNDERTAKINGS - continued
  
  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 March 10, 2006.
  
                              LEXINGTON RESOURCES, INC.
  
  
  
  
  By: /s/ Grant Atkins
  --------------------
  Grant Akints, President/Chief
  Executive Officer and
  Director
  
  
                                         6
  <PAGE>
  
  Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
  registration  statement has been signed by the following persons in the capacity
  and on the date indicated.
  
  
  
  
  Signature                               Title                      Date
  ----------------------------    -------------------------   -------------------
  
  /s/ Douglas Humphreys                 Director                  March 10, 2006
  ----------------------------
  Douglas Humphreys
  
  
  /s/ Norman MacKinnon                  Director                 March 10, 2006
  ----------------------------
  Norman MacKinnon
  
  
  /s/ Steve Jewett                      Director                 March 10, 2006
  ----------------------------
  Steve Jewett
  
  
  /s/ Vaughn Barbon                    Treasurer/Chief           March 10, 2006
  ---------------------------          Financial Officer
  Vaughn Barbon
  
  
  
  
  
  
  
                                         7
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "lexington_s8.txt", "description": "LEXINGTON S-8", "secsgml_size_bytes": 17120}]
metadata_filer: {"company-data": {"conformed-name": "LEXINGTON RESOURCES INC", "cik": "0001060791", "assigned-sic": "1311", "irs-number": "880365453", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132396", "film-number": "06683251"}, "business-address": {"street1": "7473 WEST LAKE MEAD RD", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "702-382-5139"}, "mail-address": {"street1": "7473 WEST LAKE MEAD RD", "street2": "..", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}, "former-company": {"former-conformed-name": "INTERGOLD CORP", "date-changed": "19990225"}}
text: 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.
          -----------------------------------------------------------------
          (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.)
  
                              7473 West Lake Mead Road
                               Las Vegas, Nevada 89128
                           -------------------------------
                      (Address of Principal Executive Offices)
  
                                         n/a
                      -----------------------------------------
                      (Former name, address and fiscal year, if
                             changed since last report)
  
                   Stock Option Plan for 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       1,150,000          $1.25            $1,437,500   $153.81
  --------------------------------------------------------------------------------
  
                                         1
  (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, an aggregate
  of 6,700,000 stock options have been granted,  4,265,000 stock options have been
  exercised, and 2,435,000 stock options remain issued and outstanding.
  
  (2)
  This Registration  Statement relates to such indeterminate  number of additional
  shares of Common Stock of Lexington  Resources,  Inc. (the  "Company") as may be
  issuable as a result of stock splits, stock dividends or similar transactions.
  
                                         2
  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 10-K  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-K 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.
  
                                         3
  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.
  
                                         4
  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  Dale  Matheson   Carr-Hilton  LaBonte  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
  
                                         5
  ITEM 9. UNDERTAKINGS - continued
  
  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 March 10, 2006.
  
                              LEXINGTON RESOURCES, INC.
  
  By: /s/ Grant Atkins
  --------------------
  Grant Akints, President/Chief
  Executive Officer and
  Director
  
                                         6
  Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
  registration  statement has been signed by the following persons in the capacity
  and on the date indicated.
  
  Signature                               Title                      Date
  ----------------------------    -------------------------   -------------------
  
  /s/ Douglas Humphreys                 Director                  March 10, 2006
  ----------------------------
  Douglas Humphreys
  
  /s/ Norman MacKinnon                  Director                 March 10, 2006
  ----------------------------
  Norman MacKinnon
  
  /s/ Steve Jewett                      Director                 March 10, 2006
  ----------------------------
  Steve Jewett
  
  /s/ Vaughn Barbon                    Treasurer/Chief           March 10, 2006
  ---------------------------          Financial Officer
  Vaughn Barbon
  
                                         7