** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment No.1to**

 

**FORM 10-Q**

 

| **(Mark One)**                                            |
|-----------------------------------------------------------|
|                                                      |   |   |
| **x**                                                     | ** ** | **QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
|                                                      |   |   |
| **For the quarterly period ended  October 31, 2008** |
|                                                      |   | ** ** |
| **OR**                                                    |
|                                                      |   | ** ** |
| **o**                                                     | ** ** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT** |

 

**For the transition period from                  to                  **

 

**Commission file number 000-52152**

 

**EXPLORTEX ENERGY INC.**

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

 

| **Nevada**                                                       | ** ** | **98-0489027**                    |
|------------------------------------------------------------------|------------|-----------------------------------|
| (State or other jurisdiction of incorporation or

 organization) |       | (IRS Employer Identification No.) |

 

**1694Falmouth Road  #143**

**Centerville,Ma 02632**

 (Address of principal executive offices)

 

**(774)994-2709**

(Issuer’s telephone number)

 

Check whether theissuer (1) filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes  x   No o

 

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

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “*accelerated filer and large accelerated filer*” in Rule 12b-2of the Exchange Act. (Check one)

 

Largeaccelerated filer o                       Acceleratedfiler o                       Non-acceleratedfiler o                       Smallreport. co. x

 

State the numberof shares outstanding of each of the issuer’s classes of equity stock, as ofthe latest practicable date:  4,100,000shares of common stock issued and outstanding as of December 12, 2008.

 

 

 

----

 

**EXPLANATORY NOTE**

 

The registrant filed a Form 10-Q on December 15, 2008. The registrantis filing this Amendment No. 1 to Form 10-Q with the SEC in order to update thecertification attached as Exhibit 31.1 as of the date of filing of thisAmendment No. 1

 

**PART 1 – FINANCIAL INFORMATION**

 

# **Item 1.                            FinancialStatements**

 

The accompanying unaudited financial statements of Explortex EnergyInc. (the “Company”) have been prepared in accordance with the instructions fromForm 10-Q pursuant to the rules and regulations of the Securities andExchange Commission and, therefore, do not include all information and notesnormally provided in audited financial statements and should be read inconjunction with the Company’s audited financial statements for the year ended April 30,2008.  In the opinion of management, theaccompanying statements contain all adjustments necessary to present fairly thefinancial position of the Company as of October 31, 2008, and its resultsof operations, stockholders’ equity, and its cash flows for the six monthperiods ended October 31, 2008 and 2007. The results for these interim periods are not necessarily indicative ofthe results for the entire year.

 

2

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Balance Sheet

(Unaudited)

 

**(Expressed in U.S. Dollars)**

 
| ** **                                                                                                                                                          | ** ** | **October 31, 2008** | ** ** | **April 30, 2008** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|-------------------------|------------|
| ** **                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| **ASSETS**                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| ** **                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| **Current assets**                                                                                                                                                  | ** ** | ** **                | ** ** | ** **              | ** ** |
| Cash and cash equivalents                                                                                                                                           |       | $                         | 394        |                    | $          | 5,918 |   |
|                                                                                                                                                                |       |                      |       |                    |       |
| **Oil and gas property,**  unproven (Note 3)                                                                                                                        |       | 48,899                    |       | 48,899                  |       |
| ** **                                                                                                                                                          |       |                      |       |                    |       |
| **Total assets**                                                                                                                                                    |       | $                         | 49,293     |                    | $          | 54,817 |   |
| ** **                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| **LIABILITIES**                                                                                                                                                     | ** ** | ** **                | ** ** | ** **              | ** ** |
| ** **                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| **Current liabilities**                                                                                                                                             | ** ** | ** **                | ** ** | ** **              | ** ** |
| Accounts payable and accrued expenses                                                                                                                               |       | $                         | 22,189     |                    | $          | 12,410 |   |
| Related party loan (Note 4)                                                                                                                                         |       | 30,138                    |       | 30,138                  |       |
| **Total current liabilities**                                                                                                                                       |       | 52,327                    |       | 42,548                  |       |
| ** **                                                                                                                                                          |       |                      |       |                    |       |
| **STOCKHOLDERS’ EQUITY**                                                                                                                                       | ** ** | ** **                | ** ** | ** **              | ** ** |
|                                                                                                                                                                | ** ** | ** **                | ** ** | ** **              | ** ** |
| **Share capital**                                                                                                                                                   | ** ** | ** **                | ** ** | ** **              | ** ** |
| Common stock, $0.001 par value, 75,000,000  shares authorized, 4,100,000 and 3,600,000 issued and outstanding at October  31, 2008 and April 30, 2008, respectively |       | 4,100                     |       | 3,600                   |       |
| ** **                                                                                                                                                          | ** ** | ** **                | ** ** | ** **              | ** ** |
| **Additional paid-in capital**                                                                                                                                      |       | 130,400                   |       | 105,900                 |       |
| **Deficit accumulated during the exploration  stage**                                                                                                               |       | (137,534                  | )          | (97,231                 | )          |
| ** **                                                                                                                                                          |       |                      |       |                    |       |
| **Total stockholders’ (deficit) equity**                                                                                                                       |       | (3,034                    | )          | 12,269                  |       |
|                                                                                                                                                                |       |                      |       |                    |       |
| **Total liabilities and stockholders’ equity**                                                                                                                 |       | $                         | 49,293     |                    | $          | 54,817 |   |

 

**The accompanying notes are anintegral part of these financial statements.**

 

3

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**EXPLORTEXENERGY INC.**

(An exploration stageenterprise)

Statements of Operations

(Unaudited)

 

**(Expressedin U.S. Dollars)**

 
| ** **                                                | ** ** | **Cumulative  March 25, 2004  (inception)   through October  31, 2008** | ** ** | **Three Months  Ended  October 31, 2008** | ** ** | **Three Months  Ended  October 31, 2007** | ** ** | **Six Months  Ended  October 31, 2008** | ** ** | **Six Months  Ended  October 31, 2007** | ** ** |
|-----------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|------------------------------------------------|------------|------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------------------|------------|
| **Revenues**                                              |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| Oil and natural gas sales                                 |       | $                                                                            | 1,210      |                                           | $          | 102                                            |       | $                                            | 268        |                                         | $          | 229 |   | $ | 736 |   |
| Interest income                                           |       | 116                                                                          |       |                                           |       |                                           |       |                                         |       |                                         |       |
|                                                      |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
|                                                      |       | 1,326                                                                        |       | 102                                            |       | 268                                            |       | 229                                          |       | 736                                          |       |
|                                                      |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| **General and administrative expenses**                   |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| Bank charges                                              |       | 985                                                                          |       | —                                         |       | 160                                            |       | 140                                          |       | 180                                          |       |
| Management fees                                           |       | 10,500                                                                       |       | 4,500                                          |       | —                                         |       | 9,000                                        |       | —                                       |       |
| Office expenses                                           |       | 2,718                                                                        |       | 1,500                                          |       | 801                                            |       | 1,500                                        |       | 801                                          |       |
| Operating costs                                           |       | 762                                                                          |       | —                                         |       | 212                                            |       | —                                       |       | 762                                          |       |
| Professional fees                                         |       | 108,972                                                                      |       | 9,208                                          |       | 4,500                                          |       | 26,481                                       |       | 21,845                                       |       |
| Transfer agent and filing fees                            |       | 11,727                                                                       |       | 926                                            |       | 1,034                                          |       | 3,411                                        |       | 2,148                                        |       |
| Travel and entertainment                                  |       | 3,196                                                                        |       | —                                         |       | —                                         |       | —                                       |       | —                                       |       |
|                                                      |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| ** **                                                |       | 138,860                                                                      |       | 16,134                                         |       | 6,707                                          |       | 40,532                                       |       | 25,736                                       |       |
| ** **                                                |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| **Net loss**                                              |       | $                                                                            | (137,534   | )                                              | $          | (16,032                                        | )          | $                                            | (6,439     | )                                            | (40,303    | ) | (25,000 | ) |
| ** **                                                |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| **Basic and diluted loss per share**                      |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| Net loss per share                                        |       |                                                                         |       | $                                              | (0.01      | )                                              | $          | (0.01                                        | )          | $                                            | (0.01      | ) | (0.01 | ) |
| ** **                                                |       |                                                                         |       |                                           |       |                                           |       |                                         |       |                                         |       |
| **Weighted average number of common shares  outstanding** |       |                                                                         |       | 4,100,000                                      |       | 3,100,000                                      |       | 3,869,022                                    |       | 3,100,000                                    |       |
|                                                           |            |                                                                              |            |                                                |            |                                                |            |                                              |            |                                              |            |  |  |  |  |  |

 

**The accompanying notes are an integral part ofthese financial statements.**

 

4

----

 

**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

For the period from inception (March 25,2004) to October 31, 2008

Statements of Stockholders’ Equity

(Unaudited)

 

**(Expressed in U.S. Dollars)**

 
| ** **                                             | ** ** | ** **       | ** ** | ** **  | ** ** | ** **      | ** ** | **Deficit**            | ** ** | ** ** | ** ** |
|--------------------------------------------------------|------------|------------------|------------|-------------|------------|-----------------|------------|------------------------|------------|------------|------------|
| ** **                                             | ** ** | ** **       | ** ** | ** **  | ** ** | ** **      | ** ** | **accumulated**        | ** ** | ** ** | ** ** |
| ** **                                             | ** ** | ** **       | ** ** | ** **  | ** ** | **Additional**  | ** ** | **during**             | ** ** | **Total**  | ** ** |
| ** **                                             | ** ** | **Common stock** | ** ** | **paid-in** | ** ** | **exploration** | ** ** | **stockholders’** | ** ** |
| ** **                                             | ** ** | **Shares**       | ** ** | **Amount**  | ** ** | **capital**     | ** ** | **stage**              | ** ** | **equity** | ** ** |
| ** **                                             |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**March 25,  2004 (inception)           |       | —           |       | $           | —     |            | $          | —                 |       | $          | —     |   | $ | — |   |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (2,000                 | )          | (2,000     | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**  April 30, 2004                      |       | —           |       | —      |       | —          |       | (2,000                 | )          | (2,000     | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.001 per share in  May 2004     |       | 2,000,000        |       | 2,000       |       | —          |       | —                 |       | 2,000      |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (269                   | )          | (269       | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**  April 30, 2005                      |       | 2,000,000        |       | 2,000       |       | —          |       | (2,269                 | )          | (269       | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.075 per share in  January 2006 |       | 500,000          |       | 500         |       | 37,000          |       | —                 |       | 37,500     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.075 per share in  April 2006   |       | 500,000          |       | 500         |       | 37,000          |       | —                 |       | 37,500     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (5,220                 | )          | (5,220     | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**April 30,  2006                       |       | 3,000,000        |       | 3,000       |       | 74,000          |       | (7,489                 | )          | 69,511     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.075 per share in  May 2006     |       | 100,000          |       | 100         |       | 7,400           |       | —                 |       | 7,500      |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (36,076                | )          | (36,076    | )          |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**April 30,  2007                       |       | 3,100,000        |       | 3,100       |       | 81,400          |       | (43,565                | )          | 40,935     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.05 per share in  February 2008 |       | 500,000          |       | 500         |       | 24,500          |       | —                 |       | 25,000     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (53,666                | )          | (53,666    | )          |
| ** **                                             |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**April 30,  2008                       |       | 3,600,000        |       | 3,600       |       | 105,900         |       | (97,231                | )          | 12,269     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Stock issued at $0.05 per share in  July 2008     |       | 500,000          |       | 500         |       | 24,500          |       | —                 |       | 25,000     |       |
|                                                   |       |             |       |        |       |            |       |                   |       |       |       |
| Net loss for the period                                |       | —           |       | —      |       | —          |       | (40,303                | )          | (40,303    | )          |
| ** **                                             |       |             |       |        |       |            |       |                   |       |       |       |
| **Balance,**October 31,  2008                     |       | 4,100,000        |       | $           | 4,100      |            | $          | 130,400                |       | $          | (137,534   | ) | $ | (3,034 | ) |

 

**The accompanying notes are an integral part of these financialstatements**

 

5

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Statements of Cash Flows

(Unaudited)

** **

**(Expressed in U.S. Dollars)**

 
| ** **                                                                          | ** ** | **Cumulative  March 25, 2004  (inception) to  October 31, 2008** | ** ** | **Six Months  Ended  Oct 31, 2008** | ** ** | **Six Months  Ended  Oct 31, 2007** | ** ** |
|-------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|-------------------------------------|------------|-------------------------------------|------------|
| ** **                                                                          | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| **Cash flows from (used in) operating activities**                                  | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| Net loss for the period                                                             |       | $                                                                | (137,534   | )                                   | $          | (40,303                             | )          | $ | (25,000 | ) |
| Items not involving cash:                                                           |       |                                                             |       |                                |       |                                |       |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| -   accrued interest payable                                              |       |                                                             |       | —                              |       | 128                                 |       |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| Changes in non-cash working capital items: -  accounts payable and accrued expenses |       | 22,189                                                           |       | 9,779                               |       | (2,630                              | )          |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| **Net cash used in operating activities**                                           |       | (115,345                                                         | )          | (30 ,524)                           |       | (27,502                             | )          |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| **Cash flows used in investing activity**                                           | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| Oil and gas properties                                                              |       | (48,899                                                          | )          | —                              |       | (6,832                              | )          |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| **Net cash used in investing activity**                                             |       | (48,899                                                          | )          | —                              |       | (6,832                              | )          |
| ** **                                                                          | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| **Cash flows from financing activities**                                            | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| Proceeds from issuance of common stock                                              |       | 134,500                                                          |       | 25,000                              |       | —                              |       |
| Due to a related party                                                              |       | 30,138                                                           |       | —                              |       | 30,000                              |       |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| **Net cash from financing activities**                                              |       | 164,638                                                          |       | 25,000                              |       | 30,000                              |       |
| ** **                                                                          | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| **Increase (decrease) in cash and cash  equivalents**                               |       | 394                                                              |       | (5,524                              | )          | (4,334                              | )          |
| ** **                                                                          | ** ** | ** **                                                       | ** ** | ** **                          | ** ** | ** **                          | ** ** |
| **Cash and cash equivalents,**beginning  of period                                  |       | —                                                           |       | 5,918                               |       | 9,021                               |       |
|                                                                                |       |                                                             |       |                                |       |                                |       |
| **Cash and cash equivalents,**end  of period                                        |       | 394                                                              |       | $                                   | 394        |                                | $          | 4,687 |   |
|                                                                                     |            |                                                                  |            |                                     |            |                                     |            |  |  |  |

 

**Theaccompanying notes are an integral part of these financial statements.**

 

6

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**EXPLORTEXENERGY INC.**

(An exploration stageenterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressedin U.S. Dollars)**

 

**1.****                                      Basisof Presentation**

 

The accompanying unaudited interim balancesheet, statements of operations, statements of stockholders’ equity and cashflows reflected all adjustments, consisting of normal recurring adjustmentsthat are, in the opinion of managements, necessary for a fair presentation ofthe financial position of the Explortex Energy, Inc,(“the Company”), at October 31,2008 and the results of operations, stockholders’ equity and cash flows for theinterim period ended October 31, 2008. The accompanying unaudited financial statements have been prepared inaccordance with the instruction from Form 10-Q pursuant to the rules andregulations of the Securities and Exchange Commission and, therefore, do notinclude all information and notes normally provided in audited financialstatements and should be read in conjunction with the Company’s auditedfinancial statements for the fiscal year ended April 30, 2008.  The result of operations for the interimperiods presented is not necessarily indicative of the results to be expectedfor the full year.

 

The accompanying financial statements have been prepared in conformitywith generally accepted accounting principles in the United States of America,which contemplates continuation of the Company as a going concern.  However, the Company has sustainedsubstantial operating losses in recent years resulting in a substantialaccumulated deficit.  As of October 31,2008, the Company had a total of $394 in cash and working capital deficit of$47,490.  These factors raise substantialdoubt about the Company’s ability to continue as a going concern.  The ability of the Company to meet itscommitments as they become payable is dependent on the ability of the Companyto obtain necessary financing or achieving a profitable level ofoperations.  To meet these objectives,the Company plans to seek additional equity and expects to raise funds throughprivate or public equity investment in order to support existing operations andexpand the range and scope of its business. There is no assurance that such additional funds will be available for theCompany on acceptable terms, if at all. Management believes that actions presently taken to revise the Company’soperating and financial requirements provide the opportunity for the Company tocontinue as a going concern.  The Company’sability to achieve these objectives cannot be determined at this time.  There are no assurances that the Company willbe successful in achieving these goals.

 

a)                                                              Organization

 

Explortex Energy Inc. was formed on March 25, 2004 under the lawsof the State of Nevada.  On November 9,2005, the Company changed its name from Anacot Technologies to Explortex EnergyInc.

 

The Company is in the business of exploring for oil and gas.  The Company has not yet determined whetherits properties contain resources that may be economically recoverable.

 

7

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

The Company therefore has not reached the operation stage and isconsidered to be an exploration stage company.

 

The recoverability of resource property costs is dependent upon theexistence of economically recoverable reserves, confirmation of the Company’sinterest in the underlying properties, the ability of the Company to obtain necessaryfinancing to complete the exploration and upon future profitable production.

 

b)                                                             GoingConcern

 

These financial statements have been prepared in accordance withgenerally accepted accounting principles applicable to a going concern, whichcontemplates the realization of assets and the satisfaction of liabilities andcommitments in the normal course of business.

 

The Company has not generated any material operating revenue sinceinception, and requires additional funds to maintain its operations.  Management’s plans in this regard are toparticipate in a one percent interest in the Malcolm –Star well to ascertainwhether the well possesses commercial quantities of natural gas.  Management must raise additional capital todrill additional wells and for general working capital.

 

These conditions raise substantial doubt about the Company’s ability tocontinue as a going concern.  Thesefinancial statements do not include any adjustments that might result from thisuncertainty.

 

**2.****                                      SignificantAccounting Policies**

 

a)                                                              Cashand Cash Equivalents

 

Cash equivalents comprise certain highly liquid instruments with amaturity of three months or less when purchased.  As at October 31, 2008 cash and cashequivalents consist of cash only.

 

8

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

b)                                                             AccountingEstimates

 

The preparation of the financial statements in conformity withgenerally accepted accounting principles in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.  Actual results could differ from thoseestimates and assumptions.

 

c)                                                              Concentrationof Credit Risk

 

The Company places its cash and cash equivalents with high creditquality financial institutions.  As of October 31,2008 the Company had no balance in a bank beyond FDIC insurance limits.

 

d)                                                             Oiland Gas Properties

 

The Company utilizes the full-cost method of accounting for petroleumand natural gas properties.  Under thismethod, the Company capitalizes all costs associated with acquisition,exploration and development of oil and natural gas reserves, includingleasehold acquisition costs, geological and geophysical expenditures, leaserentals on undeveloped properties and costs of drilling of productive andnon-productive wells into the full cost pool on a country by countrybasis.  As of October 31, 2008 theCompany had no properties with proven reserves. When the Company obtains proven oil and gas reserves, capitalized costs,including estimated future costs to develop the reserves proved and estimatedabandonment costs, net of salvage, will be depleted on the units-of-productionmethod using estimates of proved reserves.

 

The cost of unproved properties is not depleted until it is determinedwhether or not proved reserves can be assigned to the properties. Until suchdetermination is made the Company assesses annually whether impairment hasoccurred, and includes in the depletable base drilling exploration dry holesassociated with unproved properties. In assessing impairment the Companyconsiders factors such as historical experience and other data such as primarylease terms of the property, average holding periods of unproved property, andgeographic and geologic data. The Company adds the amount of impairmentassessed to the cost to be amortized subject to the ceiling test. As of October 31,2008 none of the Company’s oil and gas properties were considered impaired.

 

9

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

The Company applies a ceiling test to the capitalized cost in the fullcost pool.  The ceiling test limited suchcost to the estimated present value, using a ten percent discount rate, of thefuture net revenue from proved reserves, based on current economic andoperating conditions.  Specifically, theCompany computes the ceiling test so that capitalized costs, less accumulateddepletion and related deferred income tax, do not exceed an amount (theceiling) equal to the sum of: (A) The present value of estimated futurenet revenue computed by applying current prices of oil and gas reserves (withconsideration of price changes only to the extent provided by contractualarrangements) to estimated future production of proved oil and gas reserves asof the date of the latest balance sheet presented, less estimated futureexpenditures  (based on current cost) tobe incurred in developing and producing the proved reserves computed using adiscount factor of ten percent and assuming continuation of existing economicconditions; plus (B) the cost of property not being amortized; plus (C) thelower of  cost or estimated fair value ofunproven properties included in the costs being amortized; less (D) incometax effects related to differences between the book and tax basis of theproperty.

 

e)                                                              AssetRetirement Obligations

 

The Company recognized a liability for future retirement obligationsassociated with the Company’s oil and gas properties.  The estimated fair value of the assetretirement obligation is based on the current cost escalated at an inflationrate and discounted at a credit adjusted risk-free rate.  This liability is capitalized as part of thecost of the related asset and amortized over its useful life.  This liability accretes until the Companysettles the obligation.  At October 31,2008 the future asset retirement of the Company related to the Malcom-Star wellis considered immaterial.

 

f)                                                                FairValue of Financial Instruments

 

The Company’s financial instruments consist of cash and cashequivalents and accounts payable, accrued expenses and related partyloans.  The carrying amounts of thesefinancial instruments approximate fair value due to the short-term nature ofthese items.  Management is of theopinion that the Company is not exposed to significant interest, currency orcredit risks arising from these financial instruments.

 

g)                                                             IncomeTaxes

 

The Company has adopted Statement of Financial Accounting Standards (“SFAS”)No. 109, “*Accounting for Income Taxes*”,which requires the Company to recognize deferred

 

10

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

tax liabilities and assets for the expected future tax consequences ofevents that have been recognized in the Company’s financial statements or taxreturns using the liability method. Under this method, deferred tax liabilities and assets are determinedbased on the temporary differences between the financial statements and taxbases of assets and liabilities using enacted tax rates in effect andapplicable to the periods in which the differences are expected to reverse.

 

In July 2006, the FASB issued FIN No. 48. This interpretationclarifies the accounting for uncertainty in income taxes recognized in acompany’s financial statements in accordance with SFAS No. 109. Thisinterpretation prescribes a recognition threshold and measurement attribute forthe financial statement recognition and measurement of a tax position taken ina tax return. It also provides guidance on derecognition, classification,interest and penalties, accounting in interim periods, disclosure andtransition. FIN No. 48 is effective for fiscal years beginning after December 15,2006. The adoption of this interpretation did not have a material impact on theCompany’s results of operations or financial position. As such, the Company hasnot recorded any liabilities for uncertain tax positions or any relatedinterest and penalties for the past tax year. Since the company has not filed atax return since inception, all tax years remain open to audit.

 

h)                                                             ComprehensiveIncome

 

The Company adopted SFAS No. 130, “*ReportingComprehensive Income*” which requires such things as the inclusion offoreign currency translation adjustments to be reported separately in itsStatement of Stockholders’ Equity as part of other comprehensive income.  The Company has no other comprehensive incomefor the periods presented.

 

i)                                                                 LossPer Share

 

Loss per share is computed by dividing the net loss attributable tocommon stockholders by the weighted average number of common shares outstandingduring the period.  The Company hasadopted SFAS No. 128, “*Earnings Per Share*”.  Diluted loss per share is equivalent to basicloss per share as there are no dilutive securities outstanding.

 

11

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

j)                                                                 Stock-basedCompensation

 

Prior to May 1, 2006, the Company accounted for stock-based awardsunder the intrinsic value method, which followed the recognition andmeasurement principles of APB Opinion No. 25, *“Accountingfor Stock Issued to Employees”*, and related interpretations.  The intrinsic value method of accountingresulted in compensation expense for stock options to the extent that the exerciseprices were set below the fair market price of the Company’s stock at the dateof grant. As of May 1, 2006, the Company adopted SFAS No. 123(R) usingthe modified prospective method, which requires measurement of compensationcost for all stock-based awards at fair value on the date of grant andrecognition of compensation over the service period for awards expected tovest.  The fair value of stock options isdetermined using the Black-Scholes valuation model, which is consistent withthe Company’s valuation techniques previously utilized for options in footnotedisclosure required under SFAS No. 123, *“Accountingfor Stock Based Compensation”,*as amended by SFAS No. 148, *“Accounting for Stock Based Compensation Transition and Disclosure”.*

 

Since the Company did not issue stock options to its employees duringthe six months ended October 31, 2008 or 2007, there is no effect on netloss or earnings per share had the Company applied the fair value recognitionprovisions of SFAS No. 123(R) to stock based employeecompensation.  When the Company issuesshares of common stock to employees and others, the shares of common stock arevalued based on the market price at the date of common stock are approved forissuance.

 

k)                                                              NewAccounting Pronouncements

 

There are no new accounting pronouncements not previously disclosedthat are not yet effective but expected to affect the Company’s financialstatements.

 

12

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

**3.****                                      Oiland Gas Property, Unproven**

 

In December of 2005, theCompany entered into a participation agreement with PB Energy USA Ltd. (“PB”),for the right to participate up to a 25% working interest in twenty-four wellsby paying up to 33% of the leasing, drilling, completing and pipelinecosts.  The wells will target the BarnettShale formation and will be located generally in the Dallas-Fort Worth area ofNorth Texas.

 

In May 2006, the Company elected toparticipate in a 1% working interest in an exploration well, the Malcom-Star#1H, in the Barnett Shale, which represented 1.33% of the estimated leasing,drilling, completing and pipeline costs.

 

The Company now has a 1 % working interest inthe well. As of October 31, 2008, $48,899 has been spent on drilling,gathering and tie-in activities.  Thewell did come in as a marginal gas producer, producing an income stream to theCompany of approximately $40 per month. The total Costs incurred and excluded from depletion of the Company’soil and gas properties are summarized as follows:

 
| ** **                                          | ** ** | ** **       | ** ** | **Accumulated**   | ** ** | ** ** | ** ** |
|-----------------------------------------------------|------------|------------------|------------|-------------------|------------|------------|------------|
| ** **                                          | ** ** | **Drilling and** | ** ** | **depletion and** | ** ** | ** ** | ** ** |
| ** **                                          | ** ** | **Gathering**    | ** ** | **amortization**  | ** ** | **Total**  | ** ** |
| **Malcolm-Starr, Barnett Shale**                    | ** ** | ** **       | ** ** | ** **        | ** ** | ** ** | ** ** |
| ** **                                          | ** ** | ** **       | ** ** | ** **        | ** ** | ** ** | ** ** |
| Year ended April 30, 2008                      |       | $                | 48,899     |              |       | ** ** | $          | 48,899 | ** ** |
| ** **                                          | ** ** | ** **       | ** ** | ** **        | ** ** | ** ** | ** ** |
| Six months ended October 31, 2008              |       | —           |       |              |       | —     |       |
|                                                |       |             |       |              |       |       |       |
| Total oil and gas properties  October 31, 2008 |       | $                | 48,899     |              |       |       | $          | 48,899 |   |

####  

Based on the status of theCompany’s exploration activities, management has determined that no impairmenthas occurred.

 

13

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**EXPLORTEX ENERGY INC.**

(An exploration stage enterprise)

Notes to Financial Statements

October 31, 2008

(Unaudited)

**(Expressed in U.S. Dollars)**

 

**4.****                                      RelatedParty Transactions**

 

On October 5, 2007, theCompany entered into a loan agreement with the sole officer and director of theCompany, whereby the Company borrowed $30,000 for a six month term expiring April 5,2008.  The loan is secured against theassets of the Company.  Pursuant to theloan agreement the Company has agreed to pay interest at the rate of 1⁄2% permonth payable together with the repayment of the loan on the maturitydate.  At October 31, 2008, theCompany accrued $128 of interest towards the loan.  The holder of the note, who is no longeraffiliated with the Company, has agreed to extend the note to May 5, 2009.

 

**5.****                                      IncomeTaxes**

 

As of April 30, 2008, the Company has an estimated tax losscarryforward for tax purposes of $97,231 which begins to expire in 2021. Thisamount may be applied against future federal taxable income. The Companyevaluates its valuation allowance requirements on an annual basis based onprojected future operations. When circumstances change and this causes a changein management’s judgement about the realizabliity of deferred tax assets, theimpact of the change on the valuation allowance is generally reflected incurrent income. The tax effects of temporary differences that give rise to thecompany’s deferred tax assets are as follows:

 
| **Twelve months ended April 30,** | ** ** | **2008** | ** **   | **2007** | ** ** |
|-------------------------------------------------------|------------|----------|--------------|----------|------------|
| Loss Carry forwards                                   |       | $        | 18,246       |     | $          | 12,502 |   |
| Valuation Allowances                                  |       | (18,246  | )            | (12,052  | )          |
|                                                  |       | $        |  — |     | $          | — |   |

 

14

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**Item 2.         Management’sDiscussion and Analysis or Plan of Operation.**

 

### FORWARD LOOKING STATEMENTS

 

This Quarterly Report may contain forward-looking statements within themeaning of Section 27A of the Securities Act of 1933 that involve risksand uncertainties. In particular such forward-looking statements may be foundin this section. The following discussion and analysis of the financialcondition and results of operations should be read in conjunction with thefinancial statements and related notes included elsewhere in this QuarterlyReport. Words or phrases such as “hope”, “expect”, “intend”, “plan” or similarexpressions are generally intended to identify forward-looking statements.Those statements involve risks and uncertainties that could cause actualresults to differ materially from the results discussed herein. The principalrisks and uncertainties that may affect our actual performance and results ofoperations include the following: general economic conditions; explorationsuccesses, the acquisition of oil and gas assets, continued availability ofcapital and financing; adverse weather; governmental regulations; changes ingovernmental and public policy; changes in economic conditions specific to ourbusiness; competition; availability of equipment and qualified personnel andunexpected operational difficulties. Other risks and uncertainties may alsoaffect the outcome of our actual performance and results of operations. You arecautioned not to place undue reliance on the forward-looking statements made inthis Management’s Discussion and Analysis or Plan of Operations.

 

**Overview**

 

We are anatural resource exploration stage company engaged in the participation in thedrilling of oil and gas properties in the United States. On December 1,2005, we entered into a non-exclusive participation agreement (the “PB EnergyParticipation Agreement”) with PB Energy USA Ltd. (“PB Energy”). PB Energy has the rightto participate in certain wells to be drilled by Star of Texas Energy Services, Inc.(“Star of Texas Energy Services”). Star of Texas Energy Services has arrangedwith land owners and leaseholders for the rights to drill exploration wellstargeting the Barnett Shale formation in North Texas and has proposed to drill,as operator, one exploration well a month for twenty-four months. As operator,Star of Texas Energy Services retains a 25% working interest in each well thatis to be drilled by it as operator. These rights are defined in theparticipation agreement to be entered into for each individual well drilled byStar of Texas Energy Services. Star of Texas Energy Services has the right toassign part or all of its 25% working interest to third parties.

 

The PB EnergyParticipation Agreement gives us the right, but not the obligation, to participateup to a maximum 25% working interest, subject to availability, in eachexploration well to be drilled by Star of Texas Energy Services. In order topurchase each 1% working interest in a well, we are required to pay a projectpayment of approximately $35,000 per 1% working participation interest. Thisamount is based on an estimated gross cost for the horizontal drilling andcompletion attempt per well of $2,700,000 and the requirement under theindividual well participation agreement that the 75% working interestparticipants are obligated to pay 100% of the actual drilling and completioncosts. In aggregate, we have the option to acquire up to a 25% working interestin each well by paying up to 33.33% of all costs and expenses incurred for thejoint account under the operating agreement respecting the drilling andcompletion of each well.

 

In May 2006,we elected to participate in our first exploration well with Star of TexasEnergy Services pursuant to the PB Energy Participation Agreement. To date, wehave made cash call payments of $48,899 for a 1% working interest in theMalcolm-Star #1H natural gas horizontal well (“Malcolm-Star”). Based on our 1%working interest, we were obliged to pay for 1.333% of the costs for drillingand completion of the well, but were only be entitled to receive a 1% revenueinterest in the well.

 

15

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TheMalcolm-Star prospect consists of 211.8 acres in Wise County, Texas, a core gasarea of the Barnett Shale play of North Texas. Star of Texas Energy Serviceshas access to seismic geological data, which shows the area to be favorable forthe drilling of a horizontal well. Star of Texas Energy Services commenceddrilling the Malcolm-Star well on May 22, 2006. The well was drilled to adepth of 10,500 feet to test the Barnett Shale formation, which wasapproximately 2,000 feet farther than expected. At October 31, 2008, thecompany had paid Star of Texas Energy Services approximately $48,899 on thedrilling, completion and tie-in of the well. Star of Texas Energy Services hasadvised the Company, that, after the well was subjected to a fracturestimulation program, it began producing natural gas at a marginal rate ofproduction, producing net income to Explortex of less than $40 per month. Thecompany has no plans currently to participate in any more wells on thisprospect.

 

With respectto this prospect, the company was informed in April that as a workinginterest owner on this prospect, it had been named as a 3rd party defendant inlitigation between the operator of the well, Star of Texas Energy Services, andthe driller, Kal Drilling. All legal costs are being covered by Star of Texas,and Explortex has been informed that its only potential liability would be inbeing forced to relinquish its 1% working interest in the well. This well isnot deemed material to the future prospects of the company, as prospects nowbeing considered are considerably larger in scope, and are outside of thisgeographic area.

 

The companyhas decided to begin actively seeking new producing prospects, with developmentand exploration potential, particularly from small, undercapitalized, publicand private entities. The company anticipates it will raise additional fundswhen those prospects are identified.  TheCompany has also decided to expand it’s search for new opportunities outside ofthe oil and gas sector, due to current economic conditions.

 

#### **PLAN OF OPERATIONS**

####  

Our plan ofoperations for the next twelve months is to complete the following objectiveswithin the time periods specified, subject to our obtaining the fundingnecessary for continued exploration:

 

1.             Identify oil or gas producingprospects, or exploratory prospects, with exceptional risk/rewardcharacteristics in the current environment. We will pay particular attention toprospects with proven production potential, where the working interest owner oroperator is capital-constrained.  We willalso look at exceptional growth opportunities, which are currently opening upoutside the oil and gas sector.

 

2.             We intend to evaluate futureparticipation in working interests in further Barnett Shale exploration wells,as proposed under the PB Energy Participation Agreement. It is unlikely wewould proceed with a further 1% working interest in a Barnett Shale well, asevaluated by Star of Texas Energy Services, subject to us having sufficientfinancing. We expect the costs of the 1% working interest in the well to beapproximately $45,000. We anticipate that we will have to raise additionalfunding in order to participate in new exploration wells.

 

3.             We anticipate spendingapproximately $4,000 in ongoing general and administrative expenses per monthfor the next twelve months, for a total anticipated expenditure of $48,000 overthe next twelve months. The general and administrative expenses will consistprimarily of professional fees for the audit and legal work relating to ourregulatory filings throughout the year, as well as transfer agent fees andgeneral office expenses.

 

16

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As of October 31,2008, we had cash reserves of $394 and a working capital deficit of $47,490. OnJune 1, 2008, the company sold 500,000 shares of its common stock at $.05,for total proceeds of $25,000. The company anticipates that it will need toobtain additional funding sometime in the 3rd quarter.

 

During thetwelve-month period, we may or may not generate any revenue dependent on thesuccess of our 1% working interest in the Malcolm-Star well. Accordingly, wewill be required to obtain additional financing in order to continue our planof operations. We believe that debt financing will likely not be an alternativefor funding additional exploration wells, as we do not have tangible assets tosecure any debt financing. We anticipate that additional funding will be in theform of equity financing from the sale of our common stock. However, we do nothave any financing arranged and we cannot provide investors with any assurancethat we will be able to raise sufficient funding from the sale of our commonstock to fund participation in additional exploration wells. In the absence ofsuch financing, we will not be able to continue exploration and our businessplan will fail. Even if we are successful in obtaining equity financing to fundadditional exploration wells, there is no assurance that we will obtain thefunding necessary to pursue any further exploration or have the funds tocomplete future wells. If we do not continue to obtain additional financing, wewill not be able to continue with our exploration plan.

 

#### **RESULTS OF OPERATIONS**

####  

#### **Revenues**

####  

We have hadminimal operating revenues since our inception on March 25, 2004 throughto the six months ended October 31, 2008. We anticipate that we will not generate any material revenues unless ourparticipation in the Malcolm-Star well is successful and production of naturalgas is achieved.

 

#### **General and Administrative Expenses**

####  

Our general andadministrative expenses for three and six months ended October 31, 2008and 2007 are summarized below:

 
| ** **                                    | ** ** | **Six Months  Ended  October 31,  2008** | ** ** | **Six Months  Ended  October 31,  2007** | ** ** | **Three  Months  Ended  October 31,  2008** | ** ** | **Three  Months  Ended  October 31,  2007** | ** ** |
|-----------------------------------------------|------------|-----------------------------------------------|------------|-----------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| **General and administrative expenses**       | ** ** | ** **                                    | ** ** | ** **                                    | ** ** | ** **                                       | ** ** | ** **                                       | ** ** |
| Bank Charges                                  |       | $                                             | 140        |                                          | $          | 180                                              |       | $                                                | —     |   | $ | 160 |   |
| Operating expenses                            |       | 1,500                                         |       | 1,563                                         |       | 1,500                                            |       | 1,013                                            |       |
| Professional Fees                             |       | 26,481                                        |       | 21,845                                        |       | 9,208                                            |       | 4,500                                            |       |
| Transfer agent and filing Fees                |       | 3,411                                         |       | 2,148                                         |       | 926                                              |       | 1,034                                            |       |
| Management Fees                               |       | 9,000                                         |       | —                                        |       | 4,500                                            |       | —                                           |       |
| **Total general and administrative expenses** | ** ** | **$**                                         | **40,532** | ** **                                    | **$**      | **25,736**                                       | ** ** | **$**                                            | **16,134** | ** ** | **$** | **6,707** | ** ** |

 

Professional feesof $26,481 incurred during the six months ended October 31, 2008 relatedto the expenses associated with being a reporting company under the SecuritiesExchange Act of 1934.

 

17

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Transfer agent andfiling fees represented amounts paid to keep our corporation in good standingwith State regulators and with the establishment of our transfer agent.

 

#### **LIQUIDITY AND CAPITAL RESOURCES**

####  

We had cash of$394 and a working capital deficit of $47,490 at October 31, 2008,compared to cash of $4,687 and a working capital deficit of $32,964 at October 31,2007.

 

**Plan ofOperations**

 

We anticipateraising additional funding over the next several months in order to close theworking capital deficit, as well as to provide funding for the acquisition ofadditional properties. We anticipate that our cash will be sufficient to enableus to pay for our general and administrative expenses for the next six months.However, our ability to participate in further exploration wells will besubject to us obtaining additional financing as these expenditures will exceedour cash and working capital reserves. We are currently evaluating severalprospects in the energy area, as well as some outside of the energy area, anyone of which will require significant additional funding. We hope to have ournext project selected and funded by the end of calendar year 2008, althoughthere is no assurance as yet that this goal will ultimately be met in that timeframe.

 

#### **Cash Used in Operating Activities**

####  

Cash used inoperating activities was $6,312 the six months ended October 31, 2008,compared with cash used in operating activities of $27,502 the six months endedOctober 31, 2007.  We anticipatethat cash used in operating activities will increase during the next year, asdiscussed under “Plan of Operations”.

 

#### **Cash Used in Investing Activities**

####  

Cash was not usedin investing activities for the six months ended October 31, 2008,compared with $6,832 used in investing activities for the year ended July 31,2007.  The decrease in cash used ininvesting activities is a result of reduced drilling, completion and tie-incosts of the Malcolm Star well during the period.

 

**Cash FromFinancing Activities**

 

We have funded ourbusiness to date primarily from sales of our common stock. From our inception,on March 25, 2004, to October 31, 2008, we have raised a total of $130,400 fromprivate offerings of our securities. Gross proceeds from the sales of ourcommon stock during the six months ended October 31, 2008 totaled $25,000, comparedto no such proceeds in the six months ended October 31, 2007.

 

We are currentlycompleting a private offering of securities which is expected to raise grossproceeds of $50,000, although there is no assurance that we will be able toachieve any additional sales of our equity securities or arrange for any otherforms of financing in the future.

 

#### **Going Concern**

####  

We have notattained profitable operations and are dependent upon obtaining financing topursue any extensive exploration activities. For these reasons our auditorsstated in their report dated July 28, 2008 that they have substantialdoubt we will be able to continue as a going concern.

 

#### **Future Financings**

####  

We anticipatecontinuing to rely on equity sales of our common shares in order to continue tofund our business operations. Issuances of additional shares will result indilution to our existing shareholders.

 

18

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There is noassurance that we will achieve any additional sales of our equity securities orarrange for debt or other financing to fund our planned exploration activities.

 

#### **Off-Balance Sheet Arrangements**

####  

We have nosignificant off-balance sheet arrangements that have or are reasonably likelyto have a current or future effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity,capital expenditures or capital resources that is material to stockholders.

 

**Investment in Oil and Gas Properties**

 

We utilize the full cost method to account for our investment in oiland gas properties. Accordingly, all costs associated with acquisition andexploration of oil and gas reserves, including such costs as leaseholdacquisition costs, interest costs relating to unproved properties, geologicalexpenditures and direct internal costs are capitalized into the full cost pool.As of October 31, 2008, we had minimal proven oil and gas properties. Whenwe obtain proven oil and gas reserves, capitalized costs, including estimatedfuture costs to develop the reserves and estimated abandonment costs, net ofsalvage, will be depleted on the units-of-production method using estimates ofproved reserves. Investments in unproved properties and major development projectsincluding capitalized interest, if any, are not amortized until proved reservesassociated with the projects can be determined. If the future exploration ofunproved properties is determined uneconomical, the amounts of such propertiesare added to the capitalized cost to be amortized.

 

Thecapitalized costs included in the full cost pool are subject to a “ceiling test”,which limits such costs to the aggregate of the estimated present value, usingan estimated discount rate, of the future net revenues from proved reserves,based on current economic and operating conditions and the estimated value ofunproven properties. Specifically, we compute the ceiling test so thatcapitalized cost, less accumulated depletion and related deferred income tax,do not exceed an amount (the ceiling) equal to the sum of: (A) The presentvalue of estimated future net revenue computed by applying current prices ofoil and gas reserves (with consideration of price changes only to the extentprovided by contractual arrangements) to estimated future production of provedoil and gas reserves as of the date of the latest balance sheet presented, lessestimated future expenditures (based on current cost) to be incurred indeveloping and producing the proved reserves computed using a discount factorof ten percent and assuming continuation of existing economic conditions; plus (B) thecost of property not being amortized; plus (C) the lower of cost orestimated fair value of unproven properties included in the costs beingamortized; less (D) income tax effects related to differences between thebook and tax basis of the property.

 

For unprovenproperties, we exclude from capitalized costs subject to depletion, all costsdirectly associated with the acquisition and evaluation of the unprovedproperty until it is determined whether or not proved reserves can be assignedto the property. Until such a determination is made, we assess the property atleast annually to ascertain whether impairment has occurred. In assessingimpairment we consider factors such as historical experience and other datasuch as primary lease terms of the property, average holding periods ofunproved property, and geographic and geologic data. We add the amount ofimpairment assessed to the cost to be amortized subject to the ceiling test. Asof October 31, 2008, none of our oil and gas properties were consideredimpaired.

 

19

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**Item4A. Controls and Procedures.**

 

As required by Rule 13a-15under the Exchange Act, we carried out an evaluation of the effectiveness ofthe design and operation of our disclosure controls and procedures as of October 31,2008, being the end of the period covered by this quarterly report. Thisevaluation was carried out under the supervision and with the participation ofour Chief Executive Officer and Chief Financial Officer, Mr. John J.Lennon. Based upon that evaluation, our Chief Executive Officer and ChiefFinancial Officer concluded that our disclosure controls and procedures areeffective in timely alerting management to material information relating to usrequired to be included in our periodic SEC filings as at the end of the periodcovered by this report. There have been no changes in our internal controls orin other factors that could significantly affect internal controls subsequentto the date we carried out our evaluation.

 

Disclosurecontrols and procedures are controls and other procedures that are designed toensure that information required to be disclosed in our reports filed orsubmitted under the Exchange Act is recorded, processed, summarized andreported, within the time periods specified in the SEC’s rules and forms.Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosed in ourreports filed under the Exchange Act is accumulated and communicated tomanagement, including our Chief Executive Officer and our Chief FinancialOfficer, to allow timely decisions regarding required disclosure.

 

During our mostrecently completed fiscal quarter ended October 31, 2008 there were nochanges in our internal control over financial reporting that have materiallyaffected, or are reasonably likely to affect, our internal control overfinancial reporting during the quarter ended October 31, 2008.

 

The term “*internal control over financial reporting*” is defined as aprocess designed by, or under the supervision of, our principal executive andprincipal financial officers, or persons performing similar functions, andeffected by our board of directors, management and other personnel, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles and includes those policies andprocedures that:

 

(a)                                  Pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the registrant;

 

(b)                                 Provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of our Company are being made only in accordancewith authorizations of our management and director of the registrant; and

 

(c)                                  Provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or dispositionof the registrant’s assets that could have a material effect on the financialstatements.

 

(d)                                 The Company disclosed in it’s 10-KSB, forthe year ended April 30, 2008, that it identified four material weaknessesin it’s internal controls over financial reporting.  The Company plans to address these weaknessesby first establishing an Audit and Controls Committee, by the end of thecalendar year 2008.  Additionalremediation efforts will be implemented as the Company’s resources allow.  Management will re-evaluate the controlenvironment by the year-end assessment.

 

20

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**PART II – Other Information**

 

**Item 1.             Legal Proceedings.**

 

### We are not partyto any legal proceedings.

###  

### **Item2.             Unregistered Sales ofEquity Securities and Use of Proceeds.**

###  

None.

 

### **Item3.             Default upon SeniorSecurities.**

###  

None.

 

### **Item4.             Submission of Matters to aVote of Security Holders.**

###  

No matters were submitted to our security holders for a vote during thesecond quarter of our fiscal year ending April 30, 2009.

 

### **Item5.             Other Information.**

###  

None.

 

**Item 6.             Exhibits.**

 

| **Exhibit  Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                |
|---------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1(1)              |       | Articles of  Incorporation                                                                                                                                                                                                                |
| 3.2(1)              |       | By-Laws                                                                                                                                                                                                                                   |
| 3.3(1)              |       | Certificate of  Amendment, as filed with the Nevada Secretary of State                                                                                                                                                                    |
| 10.1(1)             |       | Participation  Agreement between Explortex Energy Inc. and PB Energy USA Ltd. dated  December 1, 2005                                                                                                                                |
| 10.2(1)             |       | Participation  Agreement between Explortex Energy Inc. and Star of Texas Energy  Services, Inc. dated December 1, 2005                                                                                                          |
| 31.1(2)             |       | Certification of Chief Executive Officer and Chief Financial Officer  pursuant to Rule 13a-14(b) of the Exchange Act.                                                                                                           |
| 32.1(2)             |       | Certification of Chief Executive Officer and Chief Financial Officer  pursuant Rule 13a-14(b) of the Exchange Act and 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

 

----

*(1)  Filed as an exhibit to our registrationstatement on Form SB-2 filed with the Commission on July 10, 2006.*

*(2) Filed as an exhibit to this Form 10-Q*

 

21

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**SIGNATURES**

 

Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

**EXPLORTEX ENEGRY INC.**

** **
| **Signature**             | ** **   | **Title**                                                                                                                                         | ** ** | **Date:**                  |
|---------------------------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|
| *** ***              | *** *** | ** **                                                                                                                                        | ** ** | **February 6,  2009** |
| *** ***              | *** *** | **President,  Chief Executive Officer, Chief   Financial Officer and Director (Principal   Executive Officer and Principal Accounting  Officer)** | ** ** | ** **                 |
| ***/s/  John J. Lennon*** | *** *** | ** **                                                                                                                                        | ** ** | ** **                 |
| ** **                |         |                                                                                                                                              |       |                       |
| **John J.  Lennon**       |         |                                                                                                                                              |       |                       |

 

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