jeantex10-kfinal1.htm - Generated by SEC Publisher 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, 2009

[ ] 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 82-0190257

(State or other jurisdiction of incorporation) (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 TITLE OF EACH CLASS:

ON WHICH REGISTERED:

NONE 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

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 April 9, 2010 was $6,256,782 based on a price of $0.065 per share.

As of March 31, 2010, there were 96,258,196 shares of the issuer's Common Stock, $.001 par value per share, Class A Common Stock and 9,958 shares of the issuer's Class B Common Stock, $.001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I

Item 1.	Business Overview
Item 1A. Item 1B	Risk Factors 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

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 were restricted pursuant to Rule 144.

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 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 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 2009 and 2008.

We incurred losses of $107,267 and $84,602 in the fiscal years ended December 31, 2009 and 2008, 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, 2009.

At December 31, 2009, we had negative working capital of $989,426. 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.

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.

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.

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;

Maria Khan vs. Nga Le, Vu Lam, et al., Case Number 1-05-CV-053707;

Andrea Dawn Byfield vas Nga Le, Vu Lam, et al., Case Number 1-05-CV-037665.

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

These claims were filed between 11/02/2004 and 12/05/2005 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. Jeantex, Inc. and Jeantex Group were also named in these cases because of the Company’s previous relationship with Lexor International, Inc. even though the Stock Purchase Agreement between Lexor International, Inc. and the Company was rescinded on March 31, 2005.

The Company was dismissed from Case Numbers 1-05-CV-040356, 1-05-CV-040365, 1-05-CV-053707, and 1-05-CV-037665 on 02/09/2007.

The Company was dismissed from Case Numbers 1-05-CV-038287 and 1-05-CV-045817 on 10/05/2007.

The Company was dismissed from Case Number 1-04-CV-029940 on 5/14/2009.

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. The Company and Christopher Long entered into a Compromise Settlement Agreement and Mutual Release on January 11, 2008 whereby the Company and Christopher Long agreed to allow a stipulation to be entered in favor of Christopher Long in the amount of $250,000 plus interest accruing at a rate of 8% per annum. These amounts have been recorded in the books of the Company.

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, pursuant to certain business contract between Jean Genie Studio, Inc and Cinbee for sale of 3,282 pairs of Jeans. This case was dismissed by Judge Mary Ann Murphy on 08/31/2009.

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

None

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 2009	High	Low
First Quarter Ending March 31,	$0.006	$0.004
Second Quarter Ending June 30,	$0.004	$0.004
Third Quarter Ending September 30,	$0.320	$0.003
Fourth Quarter Ending December 31,	$0.239	$0.016
Fiscal Year 2008
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
Fourth Quarter Ending December 31,	$0.01	$0.01

Dividends to Shareholders:

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

ITEM 6. SELECTED FINANCIAL DATA

	2009		2008
Net revenues	$	-	$	-
Income (loss) from operations		(51,704)		(34,904)
Net other income (expense)		(55,563)		(49,698)
Net income (loss )		(107,267)		(84,602)
Net loss per share		(0.00)		(0.00)

Total assets	$	-	$	219
Total liabilities	$	989,518	$	885,182

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.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008

Revenues:

There was no revenue generating activity during the year ended December 31, 2009 and 2008.

Operating Expenses:

The Company incurred total operating expenses of $51,704 for the year ended December 31, 2009 as compared to $34,904 for the year ended December 31, 2008. The increase in operating expenses was primarily due to the increase in professional expenses from $16,380 in the year 2008 to $27,500 in 2009.

Loss from operations:

The Company had loss from operations of $51,704 for the year ended December 31, 2009 as compared to $34,904 for the year ended December 31, 2008. This was mainly due to the increase in professional expenses from $16,380 in the year ended December 31, 2008 to $27,500 for the year ended December 31, 2009.

Net loss:

The Company had a net loss of $107,267 for the year ended December 31, 2009 as compared to a net loss of $84,602 for the year ended December 31, 2008. The net loss based on the basic and diluted weighted average number of common shares outstanding for the years ended December 31, 2009 and 2008 was ($0.00) for both years.

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 of $92 and $219 as of December 31, 2009 and 2008, respectively.

Our operating activities used $45,594 cash in the year ended December 31, 2009 compared to $42,831 cash used in the year ended December 31, 2008. The use of cash in operating activities in 2009 and 2008 were for the payments of some accounts payable and interest.

Cash provided by financing activities was $45,375 and $41,100 for the years ended December 31, 2009 and 2008, respectively. This was from proceeds on notes from related party of $45,375 in 2009 compared to net proceeds of $41,100 on notes from related party in 2008.

The Company’s current liabilities exceeded the current assets by $989,426 in 2009 and $884,963 in 2008.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

We have not generated any revenues from operations in 2009 and 2008. 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

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. (A Development Stage Company), as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended and the period from January 1, 2007 (re-entering development stage) through December 31, 2009. 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, 2009 and 2008, and the results of its operations and its cash flows for the periods described above, 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.

/s/ M & K CPAS, PLLC

M & K CPAS, PLLC

Houston, Texas

April 12, 2010

F-1

JEANTEX GROUP, INC. (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2009 AND 2008



				2009			2008

ASSETS:

Current Assets:
	Cash		$	92		$	219
		Total Assets	$	92		$	219


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
	Accounts payable		$	179,746		$	172,718
	Accounts payable-related			19,500			19,500
	Interest payable			211,400			159,567
	Notes payable			335,500			335,500
	Payables to related parties			243,372			197,897
		Total Current Liabilities		989,518			885,182

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 at December 31, 2009 and 2008, respectively				10		10
	Additional paid in capital				16,632,769		16,629,965
	Accumulated deficit prior to development stage				(16,770,000)		(16,770,000)
	Accumulated deficit during development stage				(948,463)		(841,196)
Total Stockholders' Deficit					(989,426)		(884,963)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$		92	$	219

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

F-2

JEANTEX GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE PERIOD
FROM RE-ENTERING DEVELOPMENT STAGE (JANUARY 1, 2007) TO DECEMBER 31, 2009


								From Re-entering of
				Years Ended				Development Stage
								January 1, 2007 to
				2009		2008		December 31, 2009


NET SALES			$	-	$	-	$	-

COST OF GOODS SOLD				-		-		-

GROSS PROFIT				-		-		-

OPERATING EXPENSES:
	General and administration			51,704		34,904		172,411
	Bad Debts			-		-		617,336
		Total Operating Expenses		51,704		34,904		789,747

Loss from Operations				(51,704)		(34,904)		(789,747)

OTHER INCOME (EXPENSES)
	Interest expense			(55,563)		(49,698)		(158,716)
		Total other income (expense)		(55,563)		(49,698)		(158,716)

NET LOSS			$	(107,267)	$	(84,602)	$	(948,463)

Weighted average number of Class A shares
	outstanding-basic and diluted			96,258,196		96,258,196

Basic and diluted net loss per share-Class A			$	(0.00)	$	(0.00)



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



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

F-3


JEANTEX GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

							Accumulated	Accumulated
							Deficit	Deficit
	Class A		Class B		Additional		Prior to	During	Stockholders'
	Common Stock		Common Stock		Paid-In	Subscription	Development	Development	Deficit
	Shares	Amount	Shares	Amount	Capital	Receivable	Stage	Stage	Totals
Balance, December 31, 2007	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)

Imputed interest on loan from related party	-	-	-	-	2,804	-	-	-	2,804
Net loss	-	-	-	-	-	-	-	(107,267)	(107,267)

Balance, December 31, 2009	96,258,196	$ 96,258	9,958	$ 10	$ 16,632,769	$ -	$ (16,770,000)	$ (948,463)	$ (989,426)





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

F-4

JEANTEX GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE PERIOD FROM
JANUARY 1, 2007 (RE-ENTERING DEVELOPMENT STAGE) TO DECEMBER 31, 2009


						Period From
						January 1, 2007
						(re-entering
		Years Ended				development stage) to
		2009		2008		December 31, 2009

Cash Flows From Operating Activities:
Net loss	$	(107,267)	$	(84,602)	$	(948,463)
Adjustments to reconcile net loss to net cash used
in operating activities:
Bad debts		-		-		617,336
Imputed interest		2,804		2,498		7,800
Changes in assets and liabilities:
Decrease in deposits and prepaid expenses		-		-		46,816
Increase(decrease) in accounts payable		7,028		3,050		(23,805)
Increase in accrued expenses		51,833		36,223		127,789
Net cash used in operating activities		(45,602)		(42,831)		(172,527)

Cash Flow From Financing Activities:
Proceeds from notes - related parties		45,475		41,100		106,042
Payments of lines of credit		-		-		(1,270)
Stock issued for cash		-		-		62,600
Net cash provided by financing activities		45,475		41,100		167,372

Increase(decrease) in cash		(127)		(1,731)		(5,155)
Cash - Beginning of period		219		1,950		5,247
Cash - End of period	$	92	$	219	$	92

Supplemental Cash Flow Information:
Interest paid	$	1,000	$	9,977	$	19,177
Taxes paid	$	-	$	-	$	-

F-5

Jeantex Group, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

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.

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.

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, 2009 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.

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 $989,426. The Company has an accumulated deficit of $17,718,463 at December 31, 2009. 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 complies with Accounting Codification Standard 915-10 for its characterization of the Company as development stage.

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, 2009 and 2008.

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.

Revenue Recognition

Revenue Recognition Revenue is recognized when earned. 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, 2009 and 2008.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31, 2009. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely.

Basic and Diluted Net Loss per Share

The Company follows ASC No. 260 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. For the periods ended December 31, 2009 and 2008, there were no common stock equivalents.

For the year ended December 31, 2009, there were no potentially dilutive securities outstanding.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105. The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). ASC 105 has become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 on July 1, 2009. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.

On April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s results of operations or financial condition.

On April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition.

On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU 2009-13). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 to have a material impact on the Company’s results of operations or financial condition.

4. NOTES PAYABLE

At December 31, 2009 and 2008, 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 on these notes for the years ended December 31, 2009 and 2008 were $34,840 and $49,698, respectively.

5. PAYABLE TO RELATED PARTIES

At December 31, 2009 and 2008, notes payable to related parties consisted of the following:

2009 2008

Note Payable to PHI Group Inc. related by ownership,

unsecured, 8% interest, due on demand. $218,947 $ 186,172

Note Payable to PHILand Corporation, a subsidiary of

PHI Group Inc. 1,000 -

Short-term loan by individual, related by common

director, unsecured, interest free, due on demand 23,425 11,725

$243,372 $ 197,897

Accounts payable in the amounts of $19,500 and $19,500 as of December 31, 2009 and 2008, respectively, were due to related parties.

Imputed interest at 8% in the amounts of $2,804 and $2,498 for the years ended December 31, 2009 and 2008, 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 $4,190,000, which expire through 2029. The deferred tax asset of approximately $1,634,000 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, 2009 and 2008:

2009 2008

Deferred tax assets $ 1,634,000 $ 1,593,000

Valuation allowance for deferred tax assets (1,634,000) (1,593,000)

Net deferred tax assets $ - $ -

NOTE 8 - FAIR VALUE ACCOUNTING

Fair Value Measurements

On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

•

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3

Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2009 and 2008:

Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

9. 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, 2009, 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.

Class B Common Stock

At December 31, 2009, 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.

NOTE 10 - CONTINGENCIES

NOTE 11 - SUBSEQUENT EVENTS

On January 19, 2010 the Company entered into a Business Cooperation Agreement with Bernadus Prawoto, an Indonesian inventor, in conjunction with HJ Construction Materials, Inc., a Nevada corporation, to cooperate in funding, building, owning, operating and commercializing certain businesses and products based on existing and future formulations and patents pertaining to synthetic asphalt, bio-fuel and other proprietary technologies developed by the inventor. On January 19, 2010, HJ Construction Materials, Inc. also signed an agreement to acquire seventy percent of the equity interest in Pt Ober Indonesia, an Indonesian corporation engaged in the manufacturing, marketing and sale of synthetic asphalt products, subject to satisfactory due diligence review and other conditions. As of the date of this report, these transactions have not closed and the Company has not made any payment towards these agreements.

On April 5, 2010, the Company filed the Articles of Amendment to Articles of Incorporation with the Florida Department of State to change the corporate name to “Catalyst Resource Group, Inc.”, reduce the amount of authorized common stock to 300,000,000 shares, and authorize 100,000,000 shares of preferred stock. The Company has been assigned new CUSIP numbers for its common stock and Class B assessable stock and is in the process of obtaining a new trading symbol for its common stock to reflect the corporate name change.

The Company has evaluated subsequent events through the date these financial statements were issued. There are no reporting subsequent events requiring disclosure other than the ones noted above.

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 M&K CPAs, PLLC, a PCAOB registered Certified Public Accounting firm, to audit the financial statements to be included in our filing with the Commission. We did not consult with M&K CPAs, PLLC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written or oral advice was provided by M&K CPAs, PLLC that was a factor considered in reaching our decision as to the accounting, auditing or financial reporting issues.

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, 2009. 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.

	1.		As of December 31, 2009, 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, 2009, 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.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009, 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, 2009, 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.

ITEM 9B. OTHER MATTERS

None

PART III

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

Executive Officers and Directors:

Name

Age

Positions and Offices Held

Henry D. Fahman

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 PHI Group, Inc., a corporation currently trading on the Over-the-Counter Bulletin Board under the symbol "PHIE", since January 14, 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 (AMP166). 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.

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.

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.

Name and Principal Position	Year	Annual Compensation			Long-term Compensation			All Other Compensation
		Salary	Bonus	Other Annual Compensation	Awards		Payouts
					Restricted Stock Award(s)	Securities Underlying Options/SARs	LTIP Payouts
Henry Fahman (Interim CEO/CFO)	2009 2008 2007	0 0 0	0 0 0	0 0 0	0 0 0	0 0 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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting Compliance

The following table sets forth information, as of December 31, 2009, 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 Owner

Amount and Nature of Beneficial Ownership

Percent of Class (1)

Henry Fahman, Chairman/ Interim CEO/CFO

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647

2,000,000 Common Stock,

Non-assessable shares

2.08 % of Common Stock

Susan Shin, President/ CEO of Jeantex, Inc.

930 E. Jefferson Street,

Los Angeles, CA 90011

3,800,000 Common Stock

Non-assessable shares

3.95% of Common Stock

Providential Foundation, Inc.

11216 Central Ave.

South El Monte, CA 91733

4,032,000 Common Stock

Non-assessable shares

4.19 % of Common Stock

Providential Capital, Inc.

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647

3,289,667 Common Stock

Non-assessable shares

3.42 % of Common Stock

PHI Group, Inc.

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647

28,642,714 Common Stock

Non-assessable shares

29.75 % of Common Stock

All Directors and Executive Officers as a group

41,764,381 Common Stock

Non-assessable shares

43.39% of Common Stock

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

FINANCIAL STATEMENTS

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

Consolidated Balance Sheets — December 31, 2009 and 2008

Consolidated Statements of Operations — For years ended December 31, 2009 and 2008

Consolidated Statements of Cash Flows — For years ended December 31, 2009 and 2008

Consolidated Statements of Owners’ Equity — For years ended December 31, 2009 and 2008

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.