10QSB/A 1 lxrh605qa.htm 10QSB 1 lexor304q




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 10-QSB/A

            

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
 

For the quarterly period ended: June 30, 2005

 

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission file number:

0-26307

 

 JEANTEX GROUP, INC.

(formerly LEXOR HOLDINGS, INC.)

(Exact name of small business issuer as specified in its charter)

 

Florida

82-0190257

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 
  

17011 Beach Blvd., Suite 1230, Huntington Beach, CA

92647

(Address of principal executive offices)

(Zip Code)

 

714-843-5455

(Issuer's telephone number)

 

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months

( or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

At June 30, 2005, the Registrant had 5,403,050 Class A Non-Assessable and 9,958 Class B Assessable shares of common stock issued and outstanding.



TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

 

  

 

Item 1. Financial Statements (Unaudited)

 

Item 2. Management's Discussion and Analysis

 

Item 3. Controls and Procedures

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

 

Item 2. Changes in Security

 

Item 3. Default Upon Senior Securities

 

Item 4. Submission of Matters to a Vote of Security Holders

 

Item 5. Other Information

 

Item 6. Exhibits and Reports on Form 8-K

 




  

PART I  FINANCIAL INFORMATION


Item 1. Financial Statements

Unaudited Consolidated Balance Sheet

Unaudited Consolidated Statements of Operations

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

 


 JEANTEX GROUP, INC.

(formerly LEXOR HOLDINGS, INC.)

CONSOLIDATED BALANCE SHEET

June 30, 2005

(Unaudited)

 

  June 30, 2005   December 31, 2004
ASSETS      
       
Current Assets:      
     Cash $    127,334   $      36,866
     Accounts receivable - net 395,265   252,194
          Total Current Assets 522,599   289,060
       
Property and equipment - net 136   69,843
       
Deposits -   8,000
       
TOTAL ASSETS $    522,735   $  366,903
       
LIABILITIES AND STOCKHOLDERS' DEFICIT      
       
Current Liabilities:      
     Accounts payable - trade $      23,298   $  275,736
     Payroll taxes liabilities 8,644   269,891
     Accrued expenses 21,145   516,248
     Notes payable - related parties -   200,000
     Notes payable - current portion 250,000   27,862
          Total current liabilities 303,087   1,289,737
       
Long-term Liabilities:      
     Notes payable - related parties -   425,000
     Notes payable -   34,346
          Total long-term liabilities -   462,346
       
TOTAL LIABILITIES 303,087   1,752,083
       
Stockholders' Deficit      
     Class A Common Stock, non-assessable, $.001 par value,      
          4,999,500,000 shares authorized, 5,403,050 issued and outstanding 5,403   16,270
     Class B Common Stock, assessable, $.001 par value,      
          10,000 shares authorized, 9,958 issued and outstanding 10   10
     Common shares to be issued 64,597   -
     Additional paid-in capital 14,076,299   1,899,020
     Subscription receivable (50,000)   -
     Retained deficit (13,876,661)   (3,300,480)
          Total Stockholders' Deficit 219,648   (1,385,180)
       
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $        522,735   $    366,903
       

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 



 

 JEANTEX GROUP, INC.

(formerly LEXOR HOLDINGS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2005 and 2004

(Unaudited)

 

 

For the Three Months Ended

June 30,

 

For the Six Months Ended

June 30,

  2005   2004   2005   2004
               
SALES $  1,057,800   $                -   $  2,238,118   $            -
               
COST OF GOODS SOLD 829,804   -   1,676,913   -
               
GROSS PROFIT 227,996   -   561,205   -
               
EXPENSES:              
General and administrative 393,461   -   726,670   -
Sales and marketing -   -   -   -
Reorganization expenses 6,861,413   -   6,861,413   -
     Total Operating Expenses 7,254,874   -   7,588,083   -
               
Net Loss from Operations (7,026,878)   -   (7,026,878)   -
               
OTHER INCOME/(EXPENSES):              
Interest expense -   (6,760)   -   (13,771)
Write-off of goodwill (3,306,339)   -   (3,306,339)   -
               
Net loss before discontinued operations (10,333,217)   (6,760)   (10,333,217)   (13,771)
               
Net loss of discontinued operations -   (1,494,759)   (242,964)   (1,449,845)
               
NET LOSS $ (10,333,217)   $  (1,501,519)   $ (10,576,181)   $  (1,463,616)
               
Per Shares Information:              
               
Weighted average number of common shares outstanding 7,313,141   15,679,898   6,358,095   15,344,953
               
Net loss per common share $         (1.413)   $         (0.096)   $          (1.663)   $         (0.095)
               


The accompanying notes are an integral part of these unaudited consolidated financial statements.



 


 JEANTEX GROUP, INC.

(formerly LEXOR HOLDINGS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2005 AND 2004

(Unaudited)

 

 

For the Six Months Ended

June 30,

  2005   2004
       
Cash Flows from Operating Activities:      
     Net Income $ (10,576,181)   $  (1,463,616)
     Adjustments to reconcile net loss to net cash      
          used in operating activities:      
               Depreciation and amortization 6,802   12,675
               Common shares issued for services 7,022,910   1,765,300
               Write-off of goodwill 3,306,339   -
          Changes in assets and liabilities:      
               (Increase) decrease in prepaid expenses -   (10,666)
               (Increase) in accounts receivable (143,071)   (321,246)
               (Increase) in inventory 252,194   (7,959)
               (Increase) in deposits 8,000   (84,896)
               (Decrease) increase in accounts payable (252,438)   236,231
               (Decrease) increase in payroll taxes payable (261,247)   29,985
               (Decrease) in accrued expenses (495,103)   -
               (Increase) in customer deposits -   22,485
          Total adjustments 9,444,386   1,641,909
Net cash Used In Operating Activities (1,131,795)   178,293
       
Cash Flows from Investing Activities      
     Stock issued for acquisition 1,257,471   -
     Purchase of property and equipment -   (59,013)
Cash Flows Used In Investing Activities 1,257,471   (59,013)
       
Cash Flows from Financing Activities      
     Stock issued for cash 405,000   -
     Proceeds from long-term debt (440,208)   20,117
     Repayment of notes payable -   (41,403)
Cash Flows Provided by Financing Activities (35,208)   (21,286)
       
Net (Decrease) Increase in Cash and Cash Equivalents 90,468   97,994
       
Cash and Cash Equivalents at Beginning of Period 36,866   43,313
       
Cash and Cash Equivalents at End of Period $    127,334   $  141,307
       
Supplemental Information:      
     Interest Paid $           733   $        671
     Income Taxes Paid $                -   $             -
       

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.


 

JEANTEX GROUP, INC. (LEXOR HOLDINGS, INC.)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  

  

1.    DESCRIPTION OF BUSINESS



Lexor Holdings, Inc. (formerly Western Silver-Lead Corporation) (the "Company") is a Florida corporation originally incorporated as an Idaho corporation on August 23, 1947. The Company was organized to explore for, acquire and develop mineral properties in the State of Idaho and the Western United States. During the past several years the Company's activities have been confined to annual assessment and maintenance work on its Idaho mineral properties and other general and administrative functions. As of September 30, 2000, no proven or probably reserves had been established at any of the company's mineral properties. On November 1, 2001, the Company entered into an Asset Purchase Agreement to transfer all of its interest in its properties to WSL, LLC, an entity controlled by its former president and director, Harry F. Magnuson, who is the father of H. James Magnuson, president and director of the Company at that time. This agreement was ratified by the Company's shareholders at a special meeting on August 16, 2002.


On September 29, 2003 the Company entered into an Agreement of Merger with Lexor, Inc, ("Lexor") a Maryland corporation. Pursuant to the Merger Agreement, the Company issued 10,867,000 shares of its Class A common stock to Lexor's shareholders in exchange for all the issued and outstanding shares of the Lexor's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.


The merger of the Company with Lexor will be accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of Lexor obtained control of the consolidated entity. Accordingly, the merger of the two companies will be recorded as a recapitalization of Lexor, with the Lexor being treated as the continuing entity. The historical financial statements to be presented will be those of Lexor. The continuing company has changed its fiscal year end to December 31.

 

The Name of the Company was changed to Lexor Holdings, Inc on September 30, 2003.

 

On June 29, 2005 the Company entered into an agreement with Jeantex, Inc. in which .Lexor Holdings, Inc.  acquired Jeantex , Inc., California corporation and SusanShin, an individual,  in a  share  purchase transaction in which Lexor Holdings, Inc. has agreed to acquire 100% of the issued and outstanding equity interest of Jeantex, Inc. in exchange for  56,350,000 shares of Lexor common stock The shares of Lexor common stock to be issued shall be restricted pursuant to Rule 144.


The Company has submitted to the Secretary of State of Florida to change its Corporate name to Jeantex Group, Inc. and it has obtained new ‘JNTX' symbol.


The Company qualifies under Regulation SB as a "small business issuer", (i.e. less than $25,000,000 in revenues; a U.S. company other than an investment company) and has met the small business issuer requirements at the end of the past two consecutive fiscal years.


Description of Properties


Company's headquarters is located at 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Use of estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and cash equivalents


The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The company has not experienced any losses in such accounts.


Property & Equipment


Capital assets are stated at cost. Equipment consisting of computers is carried at cost. Depreciation of equipment is provided using the straight-line method over the estimated useful lives (5-7 years) of the assets. Expenditures for maintenance and repairs are charged to expense as incurred.


Revenue Recognition


Revenue Recognition Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

 

Income taxes


Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss). Valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.


Issuance of shares for service


The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

 

Fair value of financial instruments


Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.


Basic and diluted net loss per share


Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.


Accounts Receivable


The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. The allowance for doubtful accounts is maintained at an amount management deems adequate to cover estimated losses. Allowance for doubtful accounts is $100,000 at June 30, 2005.


3.     NOTES PAYABLE - RELATED PARTY


The Notes Payable to a former officer consist of the following:

 

Note 1 Due September 30, 2005 $250,000
   
   $250,000

 

 

 


The notes are unsecured and bear an annual interest rate of 8% on the unpaid principal balance. Interest expense for these notes for the six-month period ended June 30, 2005 and 2004 is $10,000 and $12,430, respectively. Total accrued interest is $ 10,000 as on June 30, 2005.


4.    STOCKHOLDERS' EQUITY


The authorized common stock has been divided into two classes known as "Class A" and "Class B".


On September 26, 2003, the Board of Directors declared a ten to one reverse stock split of the Company's Class A Common Stock and a five hundred to one reverse stock split of the Company's Class B Common Stock. All references to number of shares, except shares authorized, and to per share information in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.


Class A Common Stock


At June 30, 2005, the Company has authorized for issue, 4,999,500,000 shares of Class A Common Stock with a par value of $0.001. Class A Common Stock issued and outstanding of 5,403,050  shares at June 30, 2005, is fully paid and non-assessable.


Class B Common Stock


At June 30, 2005, the Company has authorized for issue, 10,000 shares of Class B Common Stock with a par value of $0.001. Class B Common Stock issued and outstanding of 9,958 shares at March 31, 2004, is assessable, provided however, that any assessments levied upon Class B shares are considered as contributions to capital and must be repaid from net profits before dividends are declared or paid to any Class A or B shareholders. Class B capital assessments can be levied at any time by the Board of Directors at their discretion. Shareholders who fail to pay assessments levied on their Class B shares lose ownership of the shares and the shares are returned to the treasury.


Stock issuance


No shares were issued during the last six months.



5.    EMPLOYEE BENEFIT PLAN


The 2003 Employee Benefit Plan ("the Plan") adopted by the Board of Directors on September 26, 2003, provides for the granting of either a stock award or non-qualified stock options to purchase shares of the Company's Class A Common Stock to employees, officers, directors and consultants of the Company. At June 30, 2005, 1,270,000 shares had been issued out of 1,500,000 shares of Class A Common Stock reserved for issuance under the Plan.


6.    MAJOR CUSTOMERS AND SUPPLIERS


For the six-month period ended June 30, 2005, three customers provided more than 90% of the Company's net sales. The accounts receivable balance due from these customers at June 30, 2005 is $395,265.               .


7.    COMMITMENTS


Lease:


August 1, 2004, the Company entered into a five-year lease for warehouse/manufacturing space in Los Angeles , California. Total rental expense under this lease was $48,000  for the six-month period ended June 30, 2005 .  Lease commitments on these leases are as follows:


            

2005

    48,000

2006

    96,000  

2007

    96,000   

2008

    96,000   

2009               

    96,000    


8.    BASIC AND DILUTED NET LOSS PER SHARE


Basic and diluted net loss per share for the three-month and six-month period ended June 30, 2005 and 2004 were determined by dividing net loss for the periods by the weighted average number of basic and diluted shares of common stock outstanding. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.

  
9.    GOING CONCERN


The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $13,876,661 at June 30, 2005. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


Management has taken various steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the period ended June 30, 2005, towards management of liabilities and improving the operations Management believes that the above actions will allow the Company to continue its operations through the next fiscal year.

 


Item 2. Management's Discussion and Analysis


Forward Looking Information

 

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" from liability for forward-looking statements. Certain information included in this Form 10-QSB and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by or on behalf of the Company) are forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimates," "forecast," "project" and similar expressions identify forward-looking statements.

 

Such forward-looking statements involve important risks and uncertainties, many of which will be beyond the control of the Company. These risks and uncertainties could significantly affect anticipated results in the future, both short-term and long-term, and accordingly, such results may differ from those expressed in forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, changes in external competitive market factors or in the Company's internal budgeting process which might impact trends in the Company's results of operations, unanticipated working capital or other cash requirements, changes in the Company's business strategy or an inability to execute its strategy due to unanticipated change in the industries in which it operates, and various competitive factors that may prevent the Company from competing successfully in the marketplace. Although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements.


Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's view only as of the date of this report. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequence events or circumstances. Readers are also encouraged to review the Company's publicly available filings with the Securities and Exchange Commission


General


Lexor Holdings, Inc. (formerly Western Silver-Lead Corporation) (the "Company") is a Florida corporation originally incorporated as an Idaho corporation on August 23, 1947. The Company was organized to explore for, acquire and develop mineral properties in the State of Idaho and the Western United States. During the past several years the Company's activities have been confined to annual assessment and maintenance work on its Idaho mineral properties and other general and administrative functions. As of September 30, 2000, no proven or probably reserves had been established at any of the company's mineral properties. On November 1, 2001, the Company entered into an Asset Purchase Agreement to transfer all of its interest in its properties to WSL, LLC, an entity controlled by its former president and director, Harry F. Magnuson, who is the father of H. James Magnuson, president and director of the Company at that time. This agreement was ratified by the Company's shareholders at a special meeting on August 16, 2002.


On September 29, 2003 the Company entered into an Agreement of Merger with Lexor, Inc, ("Lexor") a Maryland corporation. Pursuant to the Merger Agreement, the Company issued 10,867,000 shares of its Class A common stock to Lexor's shareholders in exchange for all the issued and outstanding shares of the Lexor's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.


The merger of the Company with Lexor will be accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of Lexor obtained control of the consolidated entity. Accordingly, the merger of the two companies will be recorded as a recapitalization of Lexor, with the Lexor being treated as the continuing entity. The historical financial statements to be presented will be those of Lexor. The continuing company has changed its fiscal year end to December 31.

 

The Name of the Company was changed to Lexor Holdings, Inc on September 30, 2003.

 

On June 29, 2005 the Company entered into an agreement with Jeantex, Inc. in which .Lexor Holdings, Inc.  acquired Jeantex , Inc., California corporation and Susan Shin, an individual,  in a  share  purchase transaction in which Lexor Holdings, Inc. has agreed to acquire 100% of the issued and outstanding equity interest of Jeantex, Inc. in exchange for 56,350,000 shares of Lexor common stock The shares of Lexor common stock to be issued shall be restricted pursuant to Rule 144.


The Company has submitted to the Secretary of State of Florida to change its Corporate name to Jeantex Group, Inc. and it has obtained new ‘JNTX' symbol.


The Company qualifies under Regulation SB as a "small business issuer", (i.e. less than $25,000,000 in revenues; a U.S. company other than an investment company) and has met the small business issuer requirements at the end of the past two consecutive fiscal years.


RISK FACTORS

 

You should carefully consider the following risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-QSB. If any of the following risks actually occur, our business, results of operations and financial condition could be materially affected, the trading price of our common stock could decline, and you might lose all or part of your investment.

 

 * The Company has experienced losses in the past.

 * Competitor product introductions could reduce the Company's current market share.

 * The Company may not be able to manage expansion and anticipated growth effectively.

 

Results of Operations

 

Three-Month Period Ended June 30, 2005 Compared to Three-Month Period Ended June 30, 2004

 

Revenues:

 

The Company's net sales for the three-month period ended June 30, 2005 were $1,057,800 compared to $0 for the same period ended June 30, 2004. This increase in sales for the three-month period ended June 30, 2005 over the same period in 2004 is attributable to several factors including discontinuation of business of Lexor International, Inc. Lexor Holdings did not operate during six months. However the Company acquired the business of Jeantex, Inc which specializes in the manufacturing of denim goods.

 

Gross Margin:

 

For the three-month period ended June 30, 2005 the Company has as positive gross margin of $227,996 compared to a margin of $0 for the same period ended June 30, 2004. For the period ending June 30, 2004, the financial statements have been re-presented to show the discontinued business of Lexor International, Inc.  The Company did acquire the business of Jeantex, Inc. on June 29, 2005.

 

Operating Expenses:

 

Operating expenses consisting primarily of sales and marketing expenses, general and administrative expenses, and reorganization expenses totaled $7,254,874 for the three-month period ended June 30, 2005 compared to $0 for the same period ended June 30, 2004.  For the period ending June 30, 2004, the financial statements have been re-presented to show the discontinued business of Lexor International, Inc.

 

Other Expenses:

 

The Company recorded a write-off of goodwill in the amount of $3,306,339 for the three-month period ended June 30, 2005 in connection with the acquisition of Jeantex, Inc.

 

Net Loss:

 

Net loss for the three months ended June 30, 2005 was $10,333,217, compared to a net loss of $1,501,519 for the same period in 2004, which is equivalent to a net loss per share of $1.413 and $0.096, respectively, based on the weighted average number of basic and diluted shares outstanding. The difference is primarily attributed to the acquisition of Jeantex, Inc. and the reorganization of the Company.

 

Results of Operations

 

Six-Month Period Ended June 30, 2005 Compared to Six-Month Period Ended June 30, 2004

 

Revenues:

 

The Company's net sales for the six-month period ended June 30, 2005 were $2,238,118 compared to $0 for the same period ended June 30, 2004. This increase in sales for the six-month period ended June 30, 2005 over the same period in 2004 is attributable to discontinuation of Lexor International, Inc. and acquisition of Jeantex, Inc.

 

Gross Margin:

 

For the six-month period ended June 30, 2005 the Company has as positive gross margin of $561,205 compared to a margin of $0 for the same period ended June 30, 2004. For the period ending June 30, 2004, the financial statements have been re-presented to show the discontinued business of Lexor International, Inc.  The Company did acquire the business of Jeantex, Inc. on June 29, 2005.

 

Operating Expenses:

 

Operating expenses consisting primarily of sales and marketing expense and general and administrative expense totaled $7,588,083 for the six-month period ended June 30, 2005 compared to $0 for the same period ended June 30, 2004.  For the period ending June 30, 2004, the financial statements have been re-presented to show the discontinued business of Lexor International, Inc.

 

Other Expenses:

 

The Company recorded a write-off of goodwill in the amount of $3,306,339 for the six-month period ended June 30, 2005 in connection with the acquisition of Jeantex, Inc.

 

Net Loss:

 

Net loss for the six months ended June 30, 2005 was $10,576,181, compared to a net loss of $1,463,616 for the same period in 2004, which is equivalent to a net loss per share of $1.663 and $0.095, respectively, based on the weighted average number of basic and diluted shares outstanding. The difference is primarily attributed to the acquisition of Jeantex, Inc. and the reorganization of the Company.

Liquidity and Capital Resources

 

For the six-month period ended June 30, 2005, the Company's primary source of cash was from operations. During this period, $1,131,795 was used by operating activities compared to a use of $178,293 for operations during the same period ended June 30, 2004. The negative cash flow from operations for the six-month period ended June 30, 2005 is primarily attributable to the net loss of $3,306,339 of write-off of goodwill, the non-cash charges for stock issued for services and depreciation of $7,029,712, offset by the increase in accounts receivable of $143,071, decrease in accounts payable of $252,438, decrease in payroll taxes payable of $261,247, and decrease in accrued expenses of $495,103.                 

 

During the six-month period ended June 30, 2005, the Company used $35,208 for financing activities, compared to the use of $21,286 for financing activities in the same period ended June 30, 2004.

 

The Company has incurred an accumulated deficit as of June 30, 2005 of $13,876,661.  The Company's total assets exceeded the total liabilities by $219,512 at June 30, 2005. The future of the Company is dependent on its ability to generate cash from operations and additional financing. There can be no assurance that the Company will be able to implement it current operating plan.



Item 3.    Controls and Procedures

 

Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including its' President and Treasurer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the President and Treasurer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Subsequent to the date of their evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.




PART II. OTHER INFORMATION 


Item 1.    Legal Proceedings


Ulrich vs. Than, et al. and related cross-action, Case Number 1-05-CV-040356;

Welby, et al. vs. Le, et al. and related cross-action, Case Number 1-05-CV-038287;

Feezor, et al. vs. Le, et al. and related cross-action, Case Number 1-04-CV-029940;

Eakins vs. Lexor International, Inc., et al., Case Number 1-05-CV-045817;

Jordan, et al. vs. Lexor International, et al., Case Number 1-05-CV-040365.

 

Santa Clara County Superior Court, Civil - Unlimited Jurisdiction, 191 North First Street, San Jose, CA 95113:

 

These claims are for the personal injuries allegedly sustained by Plaintiffs as a result of their patronage of certain nail salons and the use of foot spas designed and manufactured by Defendants Lexor International, Inc., a Maryland corporation, and Christopher Lac Long, and sold by Defendants Lexor International, Inc., Christopher Lac Long and David Vo, individually and DBA Little Saigon Beauty Supply, which were allegedly defective and allegedly improperly designed, maintained, sanitized, disinfected, labeled and/or instructed by Defendants.

 

Management believes these claims have no merit as far as Jeantex, Inc. and Jeantex Group, Inc. are concerned and will defend them vigorously.


Item 2.    Changes in Security


Not applicable.

 


Item 3.    Default Upon Senior Securities


None

 


Item 4.    Submission of Matters to a Vote of Security Holders


None

 


Item 5.    Other Information


None

 


Item 6. Exhibits and Reports on Form 8-K

 

(a) Exhibits:

 

Exhibit No.                                                              Document Description

 

3(i)1  Articles of Incorporation, as amended, filed as Exhibit 3(a) to the Company's Form 10 K for the year ended September 30, 1983.

3(i)2   Articles of Amendment to the Articles of Incorporation, filed as Exhibit B to the Company's Definitive Proxy Statement on Schedule  

14A, filed on May 22, 2002.

3(ii)1  By-laws, as amended, filed as Exhibit 3(b) to the Company's Form 10 K for the year ended September 30, 1983.

10 (i)1  Asset Purchase Agreement between the Company and WSL, LLC, filed as Exhibit D to the Company's Definitive Proxy Statement on



Schedule 14A, filed on May 22, 2002.

31.1      Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer

31.2      Rule 13a-14a/15d-14(a) Certification of Chief Financial Officer

32.1     Section 1350 Certification of Chief Executive Officer

32.2     Section 1350 Certification of Chief Financial Officer


Item 1.01    Entry into a Material Definitive Agreement.

 

On June 22, 2005, Lexor Holdings, Inc. ("Lexor" or the "Company") entered into a Stock Purchase Agreement ("Agreement") with Jeantex, Inc., a California corporation ("Jeantex") and Susan Shin, an individual who is the president and sole shareholder of Jeantex ("Shin").  Pursuant to the terms of the Agreement, Lexor has agreed to acquire 100% of the issued and outstanding equity interests of Jeantex in exchange for 56,350,000 shares of Lexor common stock.  The shares of Lexor common stock to be issued shall be restricted from resale until such time as they may be sold pursuant to Rule 144.  The Closing of this transaction was scheduled for June 30, 2005.

 

Jeantex is in the business of designing, developing, manufacturing and marketing of consumer products for apparel markets worldwide.  Jeantex currently manufactures denim jeans for such companies as ABS, Blue Cult, Guess, Hurley, Limited Express and Lucky.  Jeantex also manufactures and markets new lines of uniquely designed premium jeans, T-Shirts, and accessories under the "Bone People" trademark, which are currently being marketed in Germany, Japan, Portugal, Scandinavia, Spain and the United States.

 

Item 1.02    Termination of a Material Definitive Agreement

 

    On March 31, 2005, Lexor Holdings, Inc. ("Lexor" or the "Company") entered into a Rescission Agreement with Lexor International Incorporated ("International"), a Maryland corporation which Lexor had acquired pursuant to an Agreement and Plan of Merger, dated September 29, 2003 ("Merger Agreement") and Christopher Long ("Long"), the sole shareholder of International at the time of the Merger Agreement.

 

    The Rescission Agreement calls for the total rescission of the Merger Agreement and a return of 100% of the issued and outstanding equity interests of International to Long.   Additionally, Long and International have agreed to surrender the 10,867,000 shares of Lexor Common Stock they received under the Merger Agreement.  Each party to the Rescission Agreement will be entitled to a return of any assets which it held prior to the closing of the Merger Agreement and will be responsible for any liabilities accrued on its behalf.  The Rescission Agreement is attached hereto as Exhibit 10.2.   

 

 

Item 2.01    Completion of Acquisition or Disposition of Assets.

 

    On June 29, 2005, the transaction contemplated in the Agreement was completed and a Closing Memorandum was executed by all parties.  The Company has submitted paperwork to the Secretary of State of Florida to change its corporate name to "Jeantex  Group, Inc." and will also change its stock trading symbol.

 

Item 4.01. Changes in Registrant's Certifying Accountant

     (a) Previous independent accountants

 

     (i) Effective April 25, 2005, Lexor Holdings, Inc. ("Registrant", "Lexor" or the "Company"), confirmed with its auditors, Kabani and Company, Inc. ("Kabani"), that the firm would no longer be representing the Registrant as its accountants. As of that date, Kabani informed the Registrant that Kabani would not stand for re-election as the Registrant's accountants.

 

     (ii) Kabani last reported on Registrant's financial statements as of March 31, 2004 (for the fiscal year ended December 31, 2003). Registrant's financial statements for the past two years, as audited by Kabani, included independent auditor's reports containing explanatory paragraphs describing the uncertainty as to the Company's ability to continue as a going concern.


     (iii) The change of independent accountants was ratified by the Board of Directors of Registrant on April 28, 2005.

 

     (iv) During Registrant's two most recent fiscal years and the subsequent interim period through April 28, 2005, there were no disagreements with Kabani on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, to Kabani's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  However, Kabani's reports on the Company's consolidated financial statements contained an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.

 

     (v) During the two most recent fiscal year and the subsequent interim period through April 28, 2005, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

 

            (a) During the previous two fiscal years and the subsequent interim period through April 28, 2005, Kabani did not advise Registrant that the internal controls necessary for the registrant to develop reliable financial statements do not exist.

 

            (b)  During the previous two fiscal years and the subsequent interim period through April 28, 2005, Kabani did not advise Registrant that any information had come to their attention which had led them to no longer be able to rely on management's representation, or that had made Kabani unwilling to be associated with the financial statements prepared by management.

 

            (c)  During the previous two fiscal years and the subsequent interim period through April 28, 2005, Kabani did not advise Registrant that the scope of any audit needed to be expanded significantly and that more investigation was necessary.

 

            (d)  During the previous two fiscal years and the subsequent interim period through April 28, 2005, Kabani did not advise Registrant that there was any information which the accountants concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.

 

     (vi) The Registrant has requested that Kabani furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated April 28, 2005, is filed as Exhibit 16.1 to this Form 8-K.

 

     (b) New independent accountants

     The Registrant has engaged Jaspers + Hall, PC ("Jaspers") as its new independent accountant on April 28, 2005. Prior to April 28, 2005 the Registrant had not consulted with Jaspers regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and no written report or oral advice was provided to the Registrant by Jaspers concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

     

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

     On March, 31, 2005, the Board of Directors of Lexor, with consent from 76.01% of the shareholders of Lexor, accepted the resignations of Christopher Long as CEO and President, Ha T. Nguyen as Corporate Secretary and Nicholas La as Treasurer of Lexor.  The three outgoing officers submitted their resignations to the Board of Directors and stated that there were no disagreements with the Company on any matter relating to the Company's operations, policies or practices. 

 

    On March 31, 2005, the Board of Directors of Lexor, with consent from 76.01% of the shareholders of Lexor, appointed Henry D. Fahman as Interim Chief Executive Officer, Interim Corporate Secretary and Interim Treasurer until qualified individuals can be found to fill these positions.

 

     Henry D. Fahman has been President and Chairman of the Board of Providential Holdings, Inc., a corporation currently trading on the Over-the-Counter Bulletin Board under the symbol "PRVH", since January 14, 2000, and is currently Acting Financial Officer of the Company. Mr. Fahman served as President and Chairman of the Board of Providential Securities, Inc. from its inception in October 1992 to October 2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance and economic analysis and policy, and is a graduate of the Advanced Management Program from Harvard Business School. He has also attended other Executive Education programs at Harvard Business School and Stanford University, including Mergers and Acquisitions, Creating Competitive Advantage, and Advanced General Management. Previously, he served as a Resettlement Coordinator for the United Nations High Commissioner for Refugees. Mr. Fahman is currently Vice Chairman of the Board of Trustees of Union College of California, Chairman of Apollos University, and President of Providential Foundation, Inc., all of which are non-profit organizations.




SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the small business issuer has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Jeantex Group,  Inc.

 

By: /s/ Henry Fahman

Henry Fahman , Chief Executive Officer, Chairman and Treasurer

Dated: August 15, 2005

Huntington Beach, CA,

 

 




Exhibit 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d) (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

 

I, Henry Fahman, the President and Treasurer of Jeantex Group, Inc. (the "Company"), certify that:

 

(1) I have reviewed this quarterly report on Form 10QSB/A of the Company;

 

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

(4) This Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

 

        (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

        (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

        (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

(5) The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

 

        (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and

 

        (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

 

(6) The Company's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


/s/ Henry Fahman

President and Treasurer

Jeantex Group , Inc.

August 15, 2005



Exhibit 32.1

 

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), each of the undersigned officers of Jeantex Group, Inc., a Florida corporation (the "Company"), does hereby certify with respect to the Quarterly Report of the Company on Form 10-QSB/A for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission (the "10-QSB Report") that: (1) the 10-QSB Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) the information contained in the 10-QSB Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 15, 2005


/s/ Henry Fahman

President and Treasurer

Jeantex Group, Inc.