10-K 1 jntx123108k.htm jntx123108k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008


OR

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

FROM  _________ TO  ________

Commission File Number: 1-3477

JEANTEX GROUP, INC.
(name of small business issuer in its charter)

Florida
(State or other jurisdiction of incorporation)

82-0190257
(I.R.S. Employer identification No.)

17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647
(Address of principal executive offices)

714-843-5455
(Issuer's Telephone Number)

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

NAME OF EACH EXCHANGE ON WHICH REGISTERED:

NONE

TITLE OF EACH CLASS:

NONE


SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 
Act. Yes X No  
 
 
Check whether the issuer (1) has 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 Company was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes X No  

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company X

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

The aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, at June 30, 2008 was $544,938 based on a price of $0.01 per share.

As of March 31, 2009, there were 96,258,196 shares of the issuer's Common Stock, $.001 par value per share, Class A Common Stock, (including 10,867,000 shares to be cancelled) and 9,958 shares of the issuer's Class B Common Stock, $.001 par value, issued and outstanding.

 

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TABLE OF CONTENTS
 
 
 
PART I
 
Item 1.  Business Overview 
Item 1A.  Risk Factors 
Item 1B  Unresolved Staff Comments 
Item 2.  Description of Properties 
Item 3.  Legal Proceedings 
Item 4.  Submission of Matters to a Vote of Security Holders 
 
PART II
 
Item 5.       Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
Item 6.       Selected Financial Data 
Item 7.       Management’s Discussion and Analysis of Financial Condition and Results of Operations 
Item 7A.       Quantitative and Qualitative Disclosures About Market Risk 
Item 8.       Financial Statements and Supplementary Data 
Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
Item 9A.       Controls and Procedures 
Item 9B.       Other Information 
 
PART III
 
Item 10.       Directors and Executive Officers of the Registrant 
Item 11.       Executive Compensation 
Item 12.       Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
Item 13.       Certain Relationships and Related Transactions 
Item 14.       Principal Accountant Fees and Services 
 
 
PART IV
 
Item 15.       Exhibits and Financial Statement Schedules 
 
 
SIGNATURES 
 
EXHIBITS 

 

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PART I

ITEM 1. BUSINESS OVERVIEW

Jeantex Group, Inc. (the "Company"), formerly Western Silver-Lead Corporation, is a Florida corporation originally incorporated under the laws of the State of Idaho on August 23, 1947. 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. On August 16, 2002, the Company’s shareholders ratified this agreement.

On September 24, 2003, the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary, Western Silver-Lead Corporation, a Florida corporation whereby each shareholder of the Idaho corporation’s Class A and Class B common stock, par value $0.001, received one share of common stock Class A and Class B, par value $0.001, of the Florida corporation, respectively. The merger was between the parent and the subsidiary corporation and the subsidiary became the surviving corporation.

On September 29, 2003, the Company entered into a Merger Agreement with Lexor International, Inc, ("Lexor") a Maryland corporation. On October 1, 2003, the Company changed its name to Lexor Holdings, Inc.

On March 31, 2005, the Company entered into a rescission agreement with Lexor International, Inc. to terminate the Merger Agreement. The Rescission Agreement calls for the rescission of the Merger Agreement in entirety and a return of 100% of the issued and outstanding equity interests of Lexor International and surrender of 10,867,000 shares of the Company’s Common A stock. 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. In addition, the Company would sign a promissory note to pay $250,000 to settle this agreement. The Company did not receive 10,867,000 shares back and the value of these shares was offset when the promissory note of $250,000 was recorded.

On June 22, 2005, the Company entered into a Stock Purchase Agreement with Jeantex, Inc., a California corporation. On June 29, 2005, the transaction contemplated in the Stock Purchase Agreement was completed and a Closing Memorandum was executed by all parties. The Company agreed to issue 20,000,000 shares of its Class A common stock to Jeantex, Inc.'s shareholder in exchange for 100% of the issued and outstanding equity interest of Jeantex, Inc. and issue 36,350,000 shares of its Class A common stock for consulting and reorganization expenses in connection with this transaction. On June 29, 2005 the board of directors of the Company approved resolutions to stock transfer agent to issue shares to Jeantex pursuant to the Agreement. The shares of Jeantex common stock to be issued shall be restricted pursuant to Rule 144.

On December 20, 2005, the Company entered into a Stock Purchase Agreement with Yves Castaldi Corporation, a California corporation. Pursuant to the terms of the Agreement, Jeantex Group, Inc. has agreed to acquire 51% of the total issued and outstanding equity interests of Castaldi (10,408 shares of the common stock) in exchange for the payment of $650,000 in cash ($50,000 paid on December 29, 2005 and an executed promissory note for the remaining $600,000 of which $300,000 is to be used for working capital) and the issuance of 10,000,000 newly-issued shares of Jeantex Group, Inc. common stock. The 10,000,000 shares of Jeantex restricted common stock will be vested on a pro-rata basis, based on a minimum of $10,000,000 in revenues and between $2.5 and $3.0 million in net profit to be generated by Yves Castaldi Corporation in the next 12 months. The closing of this acquisition occurred December 30, 2005.

In June 2006, this Stock Purchase Agreement was amended whereby the Company had agreed to reduce its stake in Castaldi from 51% to 20% of the total issue and outstanding number of shares of Castaldi. Castaldi agreed to

 

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retain only 4,000,000 of the 10,000,000 shares originally issued to it pursuant to the Agreement and would also retain $226,650 paid to Castaldi by the Company as consideration for the Company's 20% stake in Castaldi. The four million (4,000,000) shares of common stock retained by Castaldi would be vested on a pro-rata basis based on Yves Castaldi Corporation's projected revenues of $10,000,000 and net profits of $2,000,000 in the next twenty-four months commencing July 1, 2006. In the event said target revenues and profitability were not reached within said twenty-four months, the amount of vested shares would be adjusted accordingly on a pro-rata basis. The remaining 6,000,000 shares would be surrendered by Castaldi.

As a result of Yves Castaldi Corp.’s filing for Chapter 11 protection with the United States Bankruptcy Court of the Central District of California and naming the Company as a creditor during the fourth quarter of Fiscal Year 2006, the Company has written off its cash investments in Yves Castaldi Corp. and will reclaim all the 10,000,000 shares that were issued to Yves Castaldi Corp.

During the fourth quarter of Fiscal Year 2006, Jeantex, Inc. discontinued its private label manufacturing business, sold its fully depreciated equipment and began to look for sourcing opportunities in Asia. As of the date of this report, the Company has not entered into any definitive agreement with a sourcing partner for its private label business. The Company has been inactive and is seeking an acquisition opportunity.

ITEM 1A. RISK FACTORS

An investment in our stock involves a number of risks, including but not limited to the following. You should carefully consider these risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-K. 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 significantly, and you might lose all or part of your investment.

We incurred losses for fiscal years 2008 and 2007.

We incurred losses of $84,602 and $756,594 in the fiscal years ended December 31, 2008 and 2007, respectively. Our continuing loss is resulted from discontinued operation and reorganization expenses. If we are unable to achieve a merger with other company, our business and stock price may be adversely affected.

We had negative working capital at December 31, 2008.

At December 31, 2008, we had negative working capital of $884,963 . We have had difficulty meeting operating expenses, including interest payments on debt and vendor obligations. We have at times borrowed from related parties to meet our obligations.

We may fail to continue as a going concern, in which event you may lose your entire investment in our shares.

Our audited consolidated financial statements have been prepared on the assumption that we will continue as a going concern. Our independent auditor has indicated in its audit report to the consolidated financial statements that our recurring losses from operations and our difficulties in generating sufficient cash flow to meet our obligations and to sustain our operations raise substantial doubt about our ability to continue as a going concern. If we fail to continue in business, our shareholders will lose all or a substantial portion of their investments.

Acquisitions entail risks that may negatively impact our operating results.

 

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Our company is in the process of evaluating various opportunities and negotiating to acquire other companies both in the US and abroad. Acquisitions entail numerous risks, including difficulties in the assimilation of acquired operations and products, diversion of management's attention from other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies. We have limited experience in assimilating acquired organizations into our operations. Although potential synergy may be achieved by acquisitions of related businesses, no assurance can be given as to the Company's ability to integrate successfully any operations, personnel, services or products that have been acquired or might be acquired in the future. Failure to successfully assimilate acquired organizations could have a material adverse effect on the Company's business, financial condition and operating results.

Acquisitions involve a number of special risks, including:

  • failure of the acquired business to achieve expected results;
  • diversion of management’s attention;
  • failure to retain key personnel of the acquired business;
  • additional financing, if necessary and available, could increase leverage, dilute equity, or both;
  • the potential negative effect on our financial statements from the increase in goodwill and other intangibles; and
  • the high cost and expenses of completing acquisitions and risks associated with unanticipated events or liabilities.

These risks could have a material adverse effect on our business, results of operations and financial condition since our ability to further expand our operations through acquisitions may be dependent on our ability to obtain sufficient working capital, either through cash flows generated through operations or financing activities or both. There can be no assurance that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

Our stock price is highly volatile.

The trading price of our common stock has fluctuated significantly in the past, and is likely to remain volatile in the future. The trading price of our common stock could be subject to wide fluctuations in response to many events or factors, including the following:

  • quarterly variations in our operating results;
  • any deviation from projected growth rates in revenues;
  • additions or departures of key management or design personnel;
  • announcements of significant acquisitions, strategic partnerships or joint ventures;
  • difficulties or failures in integration of our acquisitions;
  • future sales of our common stock; and
  • activities of short sellers and risk arbitrageurs;

In addition, due to the low volume of the stock being traded, our stock price can be very unstable.

The loss of our key management personnel would have an adverse impact on our future development.

 

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Our performance is substantially dependent upon the expertise of our key management personnel and our ability to continue to hire and retain these personnel. The loss of our key management personnel could have a material adverse effect on our business, development, financial condition, and operating results.

We do not maintain "key person" life insurance on any of our directors or senior executive officers.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for us.  

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly-traded companies to obtain.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTY

Our executive, administrative and operating office is located at 17011 Beach Blvd. Suite 1230, Huntington Beach, CA 92647.

ITEM 3. 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.

 

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Christopher Long vs. Jeantex Group, Inc. et al., Case Number 07CC02012

On January 22, 2007, Christopher Long, former President and CEO of the Company, filed a claim with the Superior Court of California, County of Orange, Central Justice Center, against the Company and Henry Fahman, Interim President of the Company, for a total of $250,000 and accrued interest at 8% per annum in connection with the promissory note dated March 31, 2005 which was made to Christopher Long as a part of the Rescission Agreement between the Company and Lexor International, Inc. While these amounts have been recorded in the books of the Company, due to the fact that Christopher Long and his spouse failed to surrender the 10,867,000 shares of the Company’s common stock to the Company as a condition of the referenced Rescission Agreement and because of the legal costs incurred by the Company as a result the legal proceedings against Lexor International, Inc. for personal injuries allegedly sustained by patrons of certain nail salons that purchased foot spas designed and manufactured by Lexor International, Inc. and Christopher Long, the Company intends to defend these claims.

Jean Genie Studio Inc. vs. Cinbee; Kyu Chun; John Kim; Jeantex Group, Inc. Case Number BC 382541

On December 18, 2007, Jean Genie Studio, Inc., an apparel wholesale company, included Jeantex Group, Inc. as one of defendants for a claim filed with the Superior Court of California, County of Los Angeles, in pursuant to certain business contract between Jean Genie Studio, Inc and Cinbee for sale of 3,282 pairs of Jeans. The Company is seeking for a dismissal from the court since Jeantex Group, Inc. did not have any involvement in this case.

Yves Castaldi Corp.’s Filing for Chapter 11 Bankruptcy Protection

As a result of Yves Castaldi Corp.’s filing for Chapter 11 protection with the United States Bankruptcy Court of the Central District of California and naming the Company as a creditor during the first quarter of Fiscal Year 2007, the Company has written off its cash investments in Yves Castaldi Corp. and relinquished its equity ownership in Yves Castaldi Corp. The Company will also reclaim all the 10,000,000 shares that were issued to Yves Castaldi Corp according the Stock Purchase Agreement dated December 20, 2005 between Yves Castaldi Corp. and the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

 

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PART II

ITEM 5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Registrant's Non-Assessable Common Stock (also known as Class A Common Stock) was quoted by Over the Counter Bulletin Board under the symbol LXRHE at the time the 10KSB Form for the period ended December 31, 2004 was filed in May 2005 while Class B Assessable Common stock was not traded. From 1/24/2005 to 3/02/2005, the Registrant's Class A Non-Assessable Common Stock was quoted on the Pink Sheet Quotation System under the symbol LXRH. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. In May 2002, our shares were subject to a one for 10 recapitalization. In September 2003, our Common Stock shares were subject to a one for 10 recapitalization and our Class B Common shares were subject to a one for 500 recapitalization. The Company’s Common Stock currently trades under the symbol “JNTX” on the Over the Counter Bulletin Board.

Fiscal Year 2008    High    Low 
First Quarter Ending March 31,  $  0.02  $  0.02 
Second Quarter Ending June 30,  $  0.02  $  0.01 
Third Quarter Ending September 30,  $  0.01  $  0.01 
Period Ending December 31,  $  0.01  $  0.01 
 
Fiscal Year 2007         
First Quarter Ending March 31,  $  0.10  $  0.04 
Second Quarter Ending June 30,  $  0.04  $  0.01 
Third Quarter Ending September 30,  $  0.06  $  0.02 
Period Ending December 31,  $  0.02  $  0.02 

Dividends to Shareholders:

No dividends have been paid or declared during the last six years; and the Registrant does not anticipate paying dividends on its common stock in the foreseeable future.

 

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ITEM 6. SELECTED FINANCIAL DATA

 

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation of shares issued for services and acquisition in the prior years. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007

Revenues:

There was no revenue generating activity during the year ended December 31, 2008 and 2007.

Operating Expenses:

The Company incurred total operating expenses of $34,904 for the year ended December 31, 2008 as compared to $703,139 for the year ended December 31, 2007. The decrease in operating expenses was primarily due to the decrease in bad debt expenses from $617,336 in the year 2007 to $-0- in 2008.

 

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Loss from operations:

The Company had loss from operations of $34,904 for the year ended December 31, 2008 as compared to $703,139 for the year ended December 31, 2007. This was mainly due to the decrease in general and administrative expenses from $85,803 in the year ended December 31, 2007 to $34,904 for the year ended December 31, 2008 as well as decrease in bad debt expenses from $617,336 in 2007 to $0 in 2008.

Net loss:

The Company had a net loss of $84,602 for the year ended December 31, 2008 as compared to a net loss of $756,594 for the year ended December 31, 2007. The net loss based on the basic and diluted weighted average number of common shares outstanding for the year ended December 31, 2008 was ($0.00) as compared to that of ($0.01) for the year ended December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

We must continue to raise capital to fulfill our plan of acquiring other companies and assisting in the development of those internally.

We had cash and cash equivalents of $219 and $1,950 as of December 31, 2008 and 2007, respectively.

Our operating activities used $42,831 cash in the year ended December 31, 2008 compared to $84,094 cash used in the year ended December 31, 2007. The use of cash in operating activities in 2008 and 2007 were for the payments of some accounts payable and interest.

Cash provided by financing activities was $41,100 and $80,797 for the years ended December 31, 2008 and 2007, respectively. This was from proceeds on notes from related party of $41,100 in 2008 compared to the proceeds from stock subscriptions of $62,600 and net proceeds of $18,197 on notes from related party in 2007.

The Company’s current liabilities exceeded the current assets by $884,963 in 2008 and $802,859 in 2007.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

We have not generated any revenues from operations in 2008 and 2007. We plan on raising additional operating funds through loans, convertible debentures, other borrowings or the sale of our common stock. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors. There is no guarantee that we will be able to sell shares of our common stock or that we will be able to arrange for borrowings on acceptable terms if at all.

Our inability to access the capital markets or obtain acceptable financing could harm our results of operations and financial condition. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders. We cannot guarantee that additional funding will be available on favorable terms.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.

Interest Rate Risk

We do not have significant interest rate risk, as all of our debt obligations are primarily short-term in nature to individuals, with fixed interest rates.

Disclosures about Market Risk

Market risk generally represents the risk that losses may occur as a result of movements in interest rates and equity prices. We currently do not use financial instruments in the normal course of business that are subject to changes in financial market conditions.

 

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ITEM 8. FINANCIAL STATEMENTS

JEANTEX GROUP, INC.
(Development Stage Company)
Consolidated Financial Statements
Years Ended December 31, 2008 and 2007

TABLE OF CONTENTS    PAGE  
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    F-1  
CONSOLIDATED BALANCE SHEETS    F-2  
CONSOLIDATED STATEMENTS OF OPERATIONS    F-3  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT    F-4  
CONSOLIDATED STATEMENTS OF CASH FLOWS    F-5  
NOTES TO FINANCIAL STATEMENTS    F-6 - F-13  

 

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Report of Independent Registered Public Accounting Firm

Board of Directors
JEANTEX GROUP, INC.
Huntington Beach, California

We have audited the accompanying consolidated balance sheets of Jeantex Group, Inc. (Development Stage Company) , a Florida Corporation as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended and the period from January 1, 2007 (reentering development stage) through December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Jeantex Group, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the periods described, in conformity with accounting principles generally accepted in the United States of America.

The Company's 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. These factors as discussed in Note 2 to the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 9 to the financial statements, the Company has restated its financial statements as of and for the year ended December 31, 2007 to write off unsupported assets and the related income. Unaudited restatement information is presented in Note 9 for the year ended December 31, 2007.

/s/ M & K CPAS, PLLC

M & K CPAS, PLLC
Houston, Texas
April 13, 2009

 

F-1

 

JEANTEX GROUP, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2008 AND 2007

      2008   2007  
          (Restated)  
ASSETS:             
 
Current Assets:             
               Cash    $  219   $1,950  
 
Total Assets    $  219   $1,950  
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT:             
 
Current Liabilities:             
               Accounts payable    $  172,718 $169,668  
               Accounts payable-related      19,500   19,500  
               Interest payable      159,567   123,344  
               Notes payable      335,500   335,500  
               Payables to related parties      197,897   156,797  
                     Total Current Liabilities      885,182   804,809  
 
Stockholders' Deficit:             
               Common stock, non-assessable, $0.001 par value,             
               4,999,500,000 shares authorized, 96,258,196 issued and         
               outstanding      96,258   96,258  
               Class B Common stock, assessable, $0.001 par value             
               10,000 shares authorized, 9,958 shares issued and             
               outstanding      10   10  
               Additional paid in capital      16,629,965   16,700,187  
               Subscription receivable      -   (72,720 ) 
               Accumulated deficit prior to development stage      (16,770,000 )  (16,770,000 ) 
               Accumulated deficit during development stage      (841,196 )  (756,594 ) 
Total Stockholders' Deficit      (884,963 )  (802,859 ) 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $  219   $1,950  
 
 
The accompanying notes are an integral part of these financial statements.         
 
 
    F-2         

 

JEANTEX GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

AND THE PERIOD FROM JANUARY 1, 2007 (RE-ENTERING DEVELOPMENT STAGE) TO DECEMBER 31, 2008

                    Period From  
                    January 1, 2007  
                    (re-entering  
                    development stage) to  
      2008       2007     December 31, 2008  
              (Restated)        
NET SALES  $    -       $ -   $ -  
 
COST OF GOODS SOLD      -       -     -  
 
GROSS PROFIT      -       -     -  
 
OPERATING EXPENSES:                       
             General and administration      34,904       85,803     120,707  
             Bad Debts      -       617,336     617,336  
                         Total Operating Expenses      34,904       703,139     738,043  
 
Loss from Operations      (34,904 )      (703,139 )    (738,043 ) 
 
OTHER INCOME (EXPENSES)                       
             Interest expense      (49,698 )      (53,455 )    (103,153 ) 
             Interest income      -       -     -  
                         Total other income (expense)      (49,698 )      (53,455 )    (103,153 ) 
 
NET LOSS  $    (84,602 )     $ (756,594 )  $ (841,196 ) 
 
Weighted average number of Class A                       
             shares outstanding      96,258,196       96,258,196        
 
Basic and diluted net loss per share Class A  $    (0.00 )     $ (0.01 )       
 
Weighted average number of Class B                       
             shares outstanding      9,958       9,958        
 
Basic and diluted net loss per share Class B  $    (0.00 ) $  (0.00 )       
 
 
      F-3                

 

 

          JEANTEX GROUP, INC.                
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
                              Accumulated   Accumulated   
          Class A                   Deficit  Deficit   
  Class A   Common   Class B   Additional       Prior to  During  Stockholders'
  Common Stock   Stock to be   Common Stock   Paid-In   Subscription     Development   Development  Deficit
  Shares   Amount   issued   Shares    Amount    Capital   Receivable   Stage  Stage  Totals
 
Balance, December 31, 2006  96,258,196       96,258           48,430               9,958          10   16,697,689                     (183,750)            (16,770,000)                                                (111,363)
 
Subscription cancelled                                                             (48,430)                                                                     48,430                                                                                                            
Payment received for prior subscription                                                                                                                                              62,600                                                                               62,600
Imputed interest on loan from related party                                                                                                                  2,498                                                                                                             2,498
Net loss                                                                                                                                                                                                                       (756,594)                 (756,594)
 
Balance, December 31, 2007 (Restated)  96,258,196       96,258                                     9,958          10   16,700,187                       (72,720)   (16,770,000)  (756,594)                 (802,859)
 
Write off subscription receivable                                   (72,720)   72,720                                                    
Imputed interest on loan from related party                      2,498                           2,498
Net loss                                                                                                                                                                                                 (84,602)                   (84,602)
 
Balance, December 31, 2008  96,258,196       96,258                                     9,958          10   16,629,965                                               (16,770,000)              (841,196)                 (884,963)
 
 
The accompanying notes are an integral part of these financial statements.                            

F-4

 

JEANTEX GROUP, INC.

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

AND THE PERIOD FROM JANUARY 1, 2007 (RE-ENTERING DEVELOPMENT STAGE) TO DECEMBER 31, 2008

              Period From  
              January 1, 2007  
              (re-entering  
              development stage) to  
    2008     2007   December 31, 2008  
          (Restated)      
Cash Flows From Operating Activities:                 
 Net loss  $  (84,602 )  $  (756,594 )   $(841,196 ) 
     Adjustments to reconcile net loss to net cash                 
     used in operating activities:                 
     Imputed interst charged to equity    2,498     2,498   4,996  
     Bad debts    -     617,336   617,336  
     Changes in assets and liabilities:                 
     Decrease in deposits and prepaid expenses    -     46,816   46,816  
     Decrease in accounts payable    3,050     (33,884 )  (30,833 ) 
     Increase in accrued expenses    36,223     39,734   75,956  
Net cash used in operating activities    (42,831 )    (84,094 )  (126,925 ) 
 
Cash Flow From Financing Activities:                 
 Proceeds from notes - related parties    41,100     19,467   60,567  
 Proceeds from notes    -     -   -  
 Payments of lines of credit    -     (1,270 )  (1,270 ) 
 Payment received from prior subscription    -     -   -  
 Stock issued for cash    -     62,600   62,600  
Net cash provided by financing activities    41,100     80,797   121,897  
Increase(decrease) in cash    (1,731 )    (3,297 )  (5,028 ) 
Cash - Beginning of period    1,950     5,247   5,247  
Cash - End of period  $  219   $  1,950   $219  
 
Supplemental Cash Flow Information:                 
 Interest paid  $  9,977   $  8,200      
 Taxes paid  $  -   $  -      
 
 
The accompanying notes are an integral part of these financial statements.            

F-5

 

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

1. DESCRIPTION OF BUSINESS

Jeantex Group, Inc., formerly Lexor Holdings, Inc., (the "Company") is a Florida corporation, originally incorporated as an Idaho corporation on August 23, 1947 as Western Silver Lead Corporation. Western Silver Lead Corporation (“WSL”) 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 WSL'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 probable reserves had been established at any of WSL's mineral properties. On November 1, 2001, WSL 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, who is the father of the president and director of WSL at that time. On August 16, 2002, WSL’s shareholders ratified this agreement. On September 24, 2003 the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary Western Silver-Lead Corporation, a Florida corporation, whereby each shareholder of the Idaho corporation’s Class A and Class B common stock, par value $0.001, received one share of common stock and Class B common stock, respectively, par value $0.001, of the Florida corporation. The merger was between the parent and the subsidiary corporation and the subsidiary became a surviving corporation.

On September 29, 2003 the Company entered into an Agreement of Merger with Lexor International, 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 issued and outstanding shares of the Lexor's common stock. On October 1, 2003, the Company changed its name to Lexor Holdings, Inc. On October 3, 2003 the board of directors of the Company resigned and Christopher Long was appointed as the new president of the Company.

On March 31, 2005 Company entered into a Rescission Agreement with Lexor International, Inc., which terminated the merger agreement. Terms of the Rescission Agreement called for the cancellation of 10,867,000 shares of its Class A common stock issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long, the return of all its pre-merger assets, assumption of any and all liabilities associated with to the pedicure spa business by Lexor International, Inc. The spa business was considered to be discontinued operations of Jeantex Group, Inc.

On June 22, 2005, the Company entered into a Stock Purchase Agreement with Jeantex, Inc., a California corporation. On June 29, 2005, the transaction contemplated in the Stock Purchase Agreement was completed and a Closing Memorandum was executed by all parties. The Company agreed to issue 20,000,000 shares of its Class A common stock to Jeantex, Inc.'s shareholder in exchange for 100% of the issued and outstanding equity interest of Jeantex, Inc. and issue 36,350,000 shares of its Class A common stock for consulting and reorganization expenses in connection with this transaction. On June 29, 2005 the board of director of the Company approved resolutions to the stock transfer agent to issue shares to Jeantex pursuant to the Agreement. The shares of Lexor Holdings, Inc. common stock to be issued shall be restricted pursuant to Rule 144.

F-6

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

On December 20, 2005, the Company entered into a Stock Purchase Agreement with Yves Castaldi Corporation, a California corporation. Pursuant to the terms of the Agreement, Jeantex Group, Inc. has agreed to acquire 51% of the total issued and outstanding equity interests of Castaldi (10,408 shares of the common stock) in exchange for the payment of $650,000 in cash ($50,000 paid on December 29, 2005 and an executed promissory note for the remaining $600,000 of which $300,000 is to be used for working capital) and the issuance of 10,000,000 newly-issued shares of Jeantex Group, Inc. common stock. The 10,000,000 shares of Jeantex restricted common stock will be vested on a pro-rata basis, based on a minimum of $10,000,000 in revenues and between $2.5 and $3.0 million in net profit to be generated by Yves Castaldi Corporation in the next 12 months. The closing of this acquisition occurred December 30, 2005. In June 2006, this Stock Purchase Agreement was amended whereby the Company has agreed to reduce its stake in Castaldi from 51% to 20% of the total issue and outstanding number of shares of Castaldi. Castaldi has agreed to retain only 4,000,000 of the 10,000,000 shares originally issued to it pursuant to the Agreement and will also retain $226,650 paid to Castaldi by the Company as consideration for the Company's 20% stake in Castaldi. The four million (4,000,000) shares of common stock retained by Castaldi will be vested on a pro-rata basis based on Yves Castaldi Corporation's projected revenues of $10,000,000 and net profits of $2,000,000 in the next twenty-four months commencing July 1, 2006. In the event said target revenues and profitability are not reached within said twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis. The remaining 6,000,000 shares will be surrendered by Castaldi.

As a result of Yves Castaldi Corp.’s filing for Chapter 11 protection with the United States Bankruptcy Court of the Central District of California and naming the Company as a creditor during the fourth quarter of Fiscal Year 2006, the Company has written off its cash investments in Yves Castaldi Corp. and will reclaim all the 10,000,000 shares that were issued to Yves Castaldi Corp.

During the fourth quarter of Fiscal Year 2006, Jeantex, Inc. discontinued its private label manufacturing business, sold its fully depreciated equipment and began to look for sourcing opportunities in Asia. As of the date of this report, the Company has not entered into any definitive agreement with a sourcing partner for its private label business. The Company has been inactive and seeking for an acquisition opportunity. The Company re-entered the development stage on January 1, 2007.

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 year ended December 31, 2008 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. 

  F-7

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

NOTE 2 – 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's current liabilities exceed current assets by $884,963. The Company has an accumulated deficit of $17,611,196 at December 31, 2008. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included.

Development Stage Company

The Company has not earned significant revenue from planned principal operations since 2006. Accordingly, effective January 1, 2007, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.

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. The Company had no cash equivalents at December 31, 2008 and 2007.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results.

  F-8



Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements

December 31, 2008

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 collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. The Company did not have any revenue during the years ended December 31, 2008 and 2007.

Fair Value of Financial Instruments

Carrying amounts for cash and cash equivalents, amounts due from acquisition target companies, accounts payable, notes and accrued interest payable, and debentures principal and interest payable approximate fair value due to the short-term nature of these instruments and interest at market rates. However, these values may not be representative of actual values that could have been realized as of the balance sheet dates or that will be realized in the future.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Stock Based Compensation

Jeantex accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of Statement of Financial Accounting Standards no.123(R) or SFAS No. 123(R), Share-Based Payments, and Staff Accounting Bulletin No. 107, or SAB 107, Share-Based Payments. The company accounts for the stock options issued employees and to non-employees in accordance with the provisions of Statement of Financial Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments with Variable Terms That Are Issued for Consideration other Than Employee Services Under FASB Statement No. 123. The fair value of stock options and warrants granted to employees and non-employees is determined using the Black-Scholes option pricing model. The Company has adopted SFAS 123(R) and applied it in the period presented.

Basic and Diluted Net Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

For the years ended December 31, 2008 and 2007, there were no potentially dilutive securities outstanding.

  F-9

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

Recent Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition date fair value with limited exceptions. Statement 141 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS No. 141(R) will become effective the Company’s fiscal quarter beginning March 1, 2009. The Company does not expect the adoption of SFAS No. 141R to have a material impact on the financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51". The objective of this statement is to establish new accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160 will become effective the Company’s fiscal quarter beginning March 1, 2009. The Company does not expect the adoption of SFAS No. 160 to have a material impact on the financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No. 161 is effective the Company’s fiscal quarter beginning March 1, 2009. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial statements.

In April 2008, the FASB issued FSP FAS No. 142-3, which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible Assets.” The FSP requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under FAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under FAS No. 141, “Business Combinations.” This FSP is effective the Company’s fiscal quarter beginning March 1, 2009, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date. The Company does not expect the adoption of FSP FAS No. 142-3 to have a material impact on the financial statements.

F-10

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

In May 2008, the FASB issued Financial Accounting Standard (FAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS) No. 69, “The Meaning of Present in Conformity With GAAP,” FAS No. 162 is directed to the entity rather than the auditor. The statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP,” and is not expected to have any impact on the Company’s financial statements.

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. This FSP is effective for us beginning January 1, 2009 and the Company does not expect that FSP EITF No. 03-6-1 would have a material impact on the financial statements.

Reclassifications

For comparative purposes, prior period’s consolidated financial statements have been reclassified to conform with report classifications of the current period.

4. NOTES PAYABLE     
 
At December 31, 2008 and 2007, notes payable consisted of the following:     
 
Note Payable to ex-president of the Company, unsecured, 8% interest     
matured September 2006,  $ 250,000 
Note Payable due to individual, unsecured, 8% interest due on demand    50,000 
Note Payable due to individual, unsecured, 8% interest due on demand    25,000 
Note Payable due to individual, unsecured, 8% interest due on demand    10,500 
  $ 335,500 

Interest expense for the years ended December 31, 2008 and 207 were $49,698 and $53,455, respectively.

F-11

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

5. PAYABLE TO RELATED PARTIES

At December 31, 2008 and 2007, notes payable to related parties consisted of the following:

    2008    2007 
Note Payable to Providential Holdings, Inc. related by         
   ownership, unsecured, 8% interest, due on demand.  $ 186,172  $ 145,072 
Short-term loan by individual, related by common         
   director, unsecured, interest free, due on demand    11,725    11,725 
  $ 197,897  $ 156,797 

Accounts payable in the amounts of $19,500 and $19,500 as of December 31, 2008 and 2007, respectively, were due to related parties.

Imputed interest at 8% in the amounts of $2,498 and $2,498 for the years ended December 31, 2008 and 2007, respectively, are included as an increase to additional paid in capital.

6. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company currently has net operating loss carryforwards aggregating approximately $4,084,000, which expire through 2028. The deferred tax asset of approximately $1,593,000 related to the carryforwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows as of December 31, 2008 and 2007:

    2008     2007  
Deferred tax assets  $  1,593,000   $  1,450,000  
Valuation allowance for deferred tax assets    (1,593,000 )    (1,450,000 ) 

 

Net deferred tax assets       $                               -   $            -   
 
     F-12       

 

Jeantex Group, Inc.
(Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008

7. STOCKHOLDERS' EQUITY

Pursuant to the amendment of the Articles of Incorporation of the Company as filed with the Secretary of State, Florida, on October 1, 2003, the authorized common stock has been divided into two classes known as Common Stock (previously known as Class A Common Stock) and Class B assessable common stock.

Common Stock

At December 31, 2008, the Company has authorized for issue, 4,999,500,000 shares of Common Stock with a par value of $0.001. Common Stock issued and outstanding of 96,258,196 shares are fully paid and non-assessable. 10,867,000 common shares of Class A Common Stock are to be cancelled per the Rescission Agreement dated March 31, 2005 with Lexor International, Inc. 10,000,000 common shares of Class A Common Stock are to be surrendered per the Agreement with Yves Castaldi Corp. dated June 2006.

Class B Common Stock

At December 31, 2008, 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 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 Common Stock or Class B Common Stock 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 Transactions:

During the year ended December 31, 2008, the Company wrote off subscription receivable of $72,720 against stockholder’s equity.

During the year ended December 31, 2007, the Company cancelled a stock subscription of $48,430 which was recorded as shares to be issued in the prior year.

On January 17, 2007, the Company received $62,600 from the subscription receivable recorded in the prior year.

8. NOTES RECEIVABLE WRITE- OFF

During the year ended December 31, 2007, the Company wrote off $299,530 receivable from the previous owner of Jeantex, Inc. and related interest receivable of $51,796. In addition, the Company wrote off $266,010 receivable from BioWarm as the collectability of these loans was not assured.

9. RESTATEMENT

The Company has restated its previously issued December 31, 2007 consolidated financial statements for matters related to the following previously reported items: notes receivable, accrued expenses, additional paid in capital,

 

accumulated deficit, operating expenses, and interest expense. The accompanying financial statements for the year ended December 31, 2007 have been restated to reflect the corrections in accordance with Statement of Financial Accounting Standards No. 154, “Accounting Change and Error Corrections”. This restatement is primarily due to the corrections of errors in the previously reported financial statements. The loss per share increased (.01) to (0.01) per share as a result of these changes. The following is a summary of the restatements for December 31, 2007:

    Previously     Net        
ASSETS    Reported        Change     Restated  
 
Current Assets                   
           Cash  $  1,950         $  1,950  
           Note receivable    285,985     (285,985 )  $  -  
           Note receivable-shareholders    -         $  -  
Total Current Assets    287,935     (285,985 )    1,950  
 
Other Assets                   
     Other receivables    -     -     -  
TOTAL ASSETS  $  287,935   $ (285,985 )  $  1,950  
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT                   
 
Current Liabilities                   
     Accounts payable  $  169,668         $  169,668  
     Accrued expenses    128,344     (5,000 )    123,344  
     Notes payable    335,500           335,500  
     Payables to related parties    176,297           176,297  
 
TOTAL CURRENT LIABILITIES    809,809     (5,000 )    804,809  
 
     STOCKHOLDERS' DEFICIT:                   
 
     Common stock, non-assessable, $0.001 par value, 4,999,500,000 shares authorized;                   
96,258,196 issued and outstanding    96,258           96,258  
     Class B Common stock, assessable, $0.001 par value, 10,000 shares authorized;                   
9,958 issued and outstanding    10           10  
     Additional paid-in capital    16,697,689     2,498     16,700,187  
     Subscription receivable    (72,720 )          (72,720 ) 
     Accumulated deficit prior to development stage    (17,243,111 )    473,111     (16,770,000 ) 
     Accumulated deficit during development stage    -     (756,594 )    (756,594 ) 
           TOTAL STOCKHOLDERS’ DEFICIT    (521,874 )    (283,483 )    (802,859 ) 
           TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $  287,935   $ (285,985 )  $  1,950  

 

    Previously     Net        
    Reported     Change     Restated  
NET SALES  $  -         $  -  
COST OF GOODS SOLD    -           -  
GROSS PROFIT    -     -     -  
Operating expenses:                   
   General and administrative    90,803     (5,000 )    85,803  
   Bad debts    351,326     266,010     617,336  
Total operating expenses    442,129     261,010     703,139  
Loss from Operations    (442,129 )    (261,010 )    (703,139 ) 
OTHER INCOME (EXPENSES)                   
   Interest expense    (50,957 )    (2,498 )    (53,455 ) 
   Interest income    19,975     (19,975 )    -  
Total non-operating expenses    (30,982 )    (22,473 )    (53,455 ) 
     Net Loss  $  (473,111 )  $  (283,483 )  $  (756,594 ) 
Weighted average common shares outstanding    96,258,196           96,258,196  
Basic and diluted net loss per share  $  (0.00 )        $  (0.01 ) 

Description of Net Change: 

Note receivable was reduced and bad debt expense was increased by $285,985 due to the amount not being collectable. 

Accrued expenses were reduced and general and administrative expenses were increased by $5,000 due to the reversal of an over accrual. 

Additional paid in capital and interest expenses were increased by $2,498 for imputed interest on a loan from a related party. 

Interest income was reduced by $19,975 to reverse the interest recorded on the note receivable which was determined to be uncollectable. 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In October 2008, the PCAOB has revoked the registration of our prior auditor, Jaspers + Hall. The Company dismissed Jaspers + Hall and engaged McElravy, Kinchen & Associates, P.C., a PCAOB registered Certified Public Accounting firm, to re-audit the fiscal year ended December 31, 2007 to be included in our filing with the Commission.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation, under the supervision and with the participation of the Company’s management, was carried out including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, the disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, including the principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, management performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control Over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified.

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1.      As of December 31, 2008, effective controls over the control environment were not maintained. Specifically, a formally adopted a written code of business conduct and ethics that governs to the Company’s employees, officers and directors was not in place. Additionally, management has not developed and effectively communicated to its employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
 
2.      As of December 31, 2008, effective controls over financial statement disclosure were not maintained. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
 
3.      This lack of internal controls over financial reporting resulted in the restatement of our December 31, 2007 financial statements, as presented herein, and in Note 9 to the included financial statements.
 

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2008, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Changes in Internal Control Over Financial Reporting.

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2008, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2008, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER MATTERS

None

 

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Executive Officers and Directors:

Name  Age  Positions and Offices Held 
Henry D. Fahman  55  Chairman, Interim President since March 31, 2005 

The current board of directors of the Company consists of Henry Fahman as Chairman.

Business Experience of Directors and Executive Officers:

Henry Fahman, Director

Henry D. Fahman is currently Interim Chief Executive and Acting Financial Officer of the Company and 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. 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 Chairman of the Board of Trustees of Union International University and President of Providential Foundation, Inc., both of which are non-profit organizations.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers:

None

Audit Committee and Financial Expert:

Since our Board of Director currently consists of only one member and we do not have the resources to expand our management at this time, we do not have an audit committee, nor do we have a financial expert on our Board of Directors as that term is defined by Item 401(e) 2.13.

Section 16(A) Beneficial Ownership Reporting Compliance:

Section 16(a) of the Securities Exchange Act of 1934 requires those Company's executive officers and holders of 5% or more of the Company's common stock file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 5% of the Company's common stock are required by the regulation to provide the Company with copies of all Section 16(a) forms they have filed.

Code of Ethics:

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

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ITEM 11. EXECUTIVE COMPENSATION

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

The following table sets forth compensation paid by the Company to the executive officers.

    Annual Compensation     Long-term Compensation   
 
 
                           Awards  Payouts   
 
 
Name and          Restricted  Securities     
Principal        Other Annual  Stock  Underlying  LTIP  All Other 
Position  Year  Salary  Bonus  Compensation  Award(s)  Options/SARs   Payouts    Compensation
 
 
Henry  2008  0  0  0  0  0  0  0 
Fahman                 
(Interim  2007  0  0  0  0  0  0  0 
CEO/CFO)  2006  0  0  0  0  0  0  0 

Compensation of Directors:

Our current directors do not receive extra compensation for their service on our board of directors.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires those Company's executive officers and holders of 5% or more of the Company's common stock file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 5% of the Company's common stock are required by the regulation to provide the Company with copies of all Section 16(a) forms they have filed.

The following table sets forth information, as of December 31, 2008, with respect to the number of shares beneficially owned by individual and directors and officers and by all directors and officers of the Company as a group, and by persons known to own more than 5% of the Company's shares.

Name and Address of Beneficial  Amount and Nature of Beneficial  Percent of Class (1) 
Owner  Ownership   
 
 
 
Henry Fahman, Chairman/ Interim   2,000,000 Common Stock,  2.08 % of Common 
CEO/CFO    Stock 
   Non-assessable shares   
17011 Beach Blvd., Suite 1230     
 
Huntington Beach, CA 92647     
 
 
Susan Shin, President/ CEO of     27,085,714 Common Stock  28.13% of Common 
Jeantex, Inc.    Stock 
   Non-assessable shares   
930 E. Jefferson Street,     
 
Los Angeles, CA 90011     
 
 
Providential Foundation, Inc.   4,032,000 Common Stock  4.19 % of Common 
    Stock 
11216 Central Ave.   Non-assessable shares   
 
South El Monte, CA 91733     
 
 
Providential Capital, Inc.  3,289,667 Common Stock  3.42 % of Common 
    Stock 
17011 Beach Blvd., Suite 1230  Non-assessable shares   
 
Huntington Beach, CA 92647     

 

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Providential Holdings, Inc.  5,357,000 Common Stock  5.56 % of Common 
    Stock 
17011 Beach Blvd., Suite 1230  Non-assessable shares   
 
Huntington Beach, CA 92647     
 
 
All Directors and Executive Officers  41,764,381 Common Stock  43.38% of Common 
as a group    Stock 
Non-assessable shares

(1) Based upon 96,258,196 shares of Non-assessable Common Stock and 9,958 shares of Class B Assessable Common Stock issued as of December 31, 2008.

ITEM 13. CERTAIN REALTIONSHIPS AND RELATED TRANSACTIONS

Providential Holdings, Inc.: As of December 31, 2008, the Company owes $186,172 to Providential Holdings, Inc., a shareholder of the Company with a mutual CEO/Director. This loan is unsecured, carries 8.5% interest per annum, and due on demand. The Company also has a balance of $19,500 in accounts payable to Providential Holdings, Inc.

Henry Fahman: The Company owes $11,725 to the interim CEO/CFO of the Company as of December 31, 2008.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The Company recorded a total fee of $15,500 to M & K CPAs, PLLC related to the audits for the years ended December 31, 2008 and 2007 and a review in 2008 and $18,900 to Jaspers + Hall for the review for the year ended December 31, 2008 and 2007 and for the audit for the year ended December 31, 2007.

All Other Fees

The Company did not incur or pay any non-audit fees for the years 2008 or 2007.

 

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

FINANCIAL STATEMENTS

The following financial statements of Jeantex Group, Inc. are included:

Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Cash Flows Consolidated Statements of Owners’ Equity

  • December 31, 2008 and 2007
  • For years ended December 31, 2008 and 2007
  • For years ended December 31, 2008 and 2007
  • For years ended December 31, 2008 and 2007

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm (M & K CPAs, PLLC)   

EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits    
 
Exhibit No.            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 (i)3   Articles of Amendment to the Articles of Incorporation of Western Silver-Lead Corporation 
     dated September 29, 2003, filed May 3,2006 as Exhibit 3(i)3 to the Company's Form 10KSB for 
     the year ended December 31, 2005. 
 
3 (i)4   Articles of Amendment to the Articles of Incorporation of Lexor Holdings dated June 29, 2005, 
     filed May 3, 2006 as Exhibit 3(i)4 to the Company's Form 10KSB for the year ended December 
     31, 2005. 
 
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. 
 
3 (ii) 2   By-laws, as amended, filed May 3, 2006 as Exhibit 3(ii)2 to the Company's Form 10KSB for the 
     year ended December 31, 2005. 
 
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.
 
                                                                                                                                                                                                                                                       42 

42

31.1      Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer
 
31.2      Rule 13a-14a/15d-14(a) Certification of Financial Officer
 
32.1      Section 1350 Certification of Chief Executive Officer
 
32.2      Section 1350 Certification of Financial Officer
 

(B) Forms 8-K filed.

1.      Stock Purchase Agreement with Yves Castaldi Corporation, filed on January 6, 2006.
 
2.      Standby Equity Distribution Agreement with Cornell Capital Partners, L.P., filed on February 6, 2006.
 
3.      Amendment to Stock Purchase Agreement with Yves Castaldi Corporation, filed June 6, 2006.
 
4.      Change of Auditors, filed November 6, 2008.
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JEANTEX GROUP, INC.

(Registrant) Date: April 15, 2009

By: /s/ Henry D. Fahman

Henry D. Fahman,

Director and Interim Chief Executive/Financial Officer 

 

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