UNITED STATES SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-KSB



(Mark one)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 (no fee required)



For the fiscal year ended December 31, 2004



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

EXCHANGE ACT OF 1934



For the transition period ____ to ____





Commission file number 1-3477





LEXOR HOLDINGS, 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, California                      92647

(Address of principal executive offices)                                  (Zip code)



714-843-5455

Registrant's telephone number, including area code



Securities registered under Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Class A Non-Assessable and Class B Assessable, par value $0.001 per share .



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ].





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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-KSB or any amendments to this Form 10-KSB.

[  ]



As of December 31, 2004, there were 16,270,050 shares of the issuer's Class A Common Stock and 9,958 shares of the issuer's Class B Common Stock issued and outstanding.



There is only a limited trading market in the shares of the issuer's common stock at the date of the filing of the Form 10-KSB. Affiliates of the Issuer own 12,367,000 shares of the Issuer's issued and outstanding common stock. 3,903,050 shares are held by non-affiliates. Affiliates for the purposes of this Annual Report refer to the officers, directors and/or persons or firms owning 5% or more of Issuer's common stock, both of record and beneficially and affiliates thereof.



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





TABLE OF CONTENTS



TABLE OF CONTENTS



PART I



ITEM 1. DESCRIPTION OF BUSINESS



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 COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS



ITEM 7. FINANCIAL STATEMENTS



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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



ITEM 8A.  CONTROLS AND PROCEDURES







PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



ITEM 10. EXECUTIVE COMPENSATION



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES



PART I



Item 1. Description of Business



Safe Harbor Statement



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



Such forward-looking statements involve important risks and uncertainties, many of which will be beyond the control of the Company. These risks and uncertainties could significantly affect anticipated results in the future, both short-term and long-term, and



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



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



General



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



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



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



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continuing company has changed its fiscal year end to December 31. The historical results for the year ended December 31, 2003 include Lexor and the Company (from the acquisition date), while the historical results for the year ended December 31, 2002 include only Lexor.



The Company, is now a leading manufacturer and supplier of premium quality pedicure spas. Product sales are through distributors as well as direct to end users. The Company offers two models, a standard and a luxury model, which includes spa jets, back massage with a heat function, leather seats and dual remote controls.





PRODUCT



The Company was the first manufacturer in the industry to produce spa shells constructed from acetone-proof "liquefied" marble, which were backed by a 3-year warranty as compared to an industry standard of a one-year warranty.



In 2003, the Company introduced seats upholstered in premium Ultra Leather TM on the Elite Ultra luxury model. The Ultra Leather TM uses a fabric that is impervious to harsh chemicals commonly found in today's nail salons, including acetone. In 2003, the Company also introduced an adjustable swivel stool in matching Ultra Leather TM and an accessories cart to complement the product line. The Company's products are CSA-US safety approved.



In 2004, the Company introduced a line of PLT products (PipeLess Technology) powered by Sanijet.  This PipeLess system has many advantages over the ordinary pipe system on the market today.  It does not harbor dangerous bacteria, it is easy to clean and maintain, and it is NSF (National Sanitation Foundation) recognized.



The Company currently offers two models of pedicure spas:

* Elite                                 the luxury model with a retail price of $3,200

* Versas                             the economy model with a retail price of $2,195

* Elite Ultra PLT                 the luxury PLT model with a retail price of $3,795

* Versas Ultra PLT             the economy PLT model with a retail price of $2,795



MARKET



According to the 2001-2002 Fact Book by Nails Magazine, a leading industry publication, the nail services industry has experienced rapid growth in the past decade with sales of $3.5 billion in 1991 to $6.4 billion in 2001. This growth is expected to continue at its current rate of 4.5% per year. At $800 million, the pedicure spa supply market makes up 12% of the nail services industry.





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The pedicure spa is a relatively new product in the nail services industry. Standard features on entry-level models include spa jets, adjustable backrest, back massage system and remote control. High-end models offer ergonomic designs, power drain pumps, back-massage system with heat function, leather seats and dual remote controls. Prices for pedicure spas vary from $2,000 for entry-level models to $4,000 for premium models.



The primary market for pedicure spas consists mostly of nail/hair salon owners. Nail/hair salon operators are small business owners with middle to upper-middle level incomes. The typical age for nail/hair salon owners ranges from 30 to 60 and the average age of a nail technician in 2001 are 38.4 years. Since its introduction to the nail services industry, the pedicure spa has become an extremely popular product with nail/hair salon owners because of the additional revenue they generate. These owners purchase an average of two to four pedicure spas per salon, with each pedicure spa producing an average of $4,500 in revenues per month, based on average price of $30 per pedicure session, according to Nails Magazine's 2001-2002 Fact Book.



In an attempt to keep up with an increasingly sophisticated consumer who demands a "complete" nail experience, salon owners are strongly committed to investing in products that increase the revenue streams of their salon business. This bodes well for pedicure spa manufacturers, as they continue to introduce more innovative products. New innovations are in turn fuelling a demand among salon owners for the latest and most feature-packed pedicure spas. The average salon owner not only wants the latest pedicure spa but also feels that he/she "needs" it in order to meet the demands of clients.



There are currently less than ten mainline manufacturers of the pedicure spa product; each offering several models to compete in each market segment.

MARKETING PLAN



Establish regional distributors throughout the U.S. market: The Company currently has more than 40 distributors, located in 15 states. The Company is currently offering a promotional program with exceptional dealer incentives and competitive price levels to attract new distributors in additional regions of the US.



Call center to handle customer service and direct sales more efficiently: The call center, which opened in November 2001, includes a sales department to process direct orders from customers who do not have access to distributors in their respective areas.



Expanding the website to promote The Company's products: The Company's website serve two purposes: (i) to provide information about the Company and its products to our customers and other interested parties, including technical information, new product offerings and distributors locations. (ii) to broaden our product's exposure beyond the US market. The website is currently being redesigned to offer more information about the company as well as the products.

Future Direction of the Company



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The Company was planning to internally develop and/or acquire new technology and products to compliment its present lines such as other equipment and products used in beauty salons, nail salons and spa salons. However, due to fierce competition from overseas manufacturers of similar products, the Company deemed it in the best interest of its shareholders to divest the pedicure spa business and refocus on alternative business activities
(See Note 11: Subsequent Event)











Employees



As of December 31, 2004, the Company had
11 employees in its Baltimore, Maryland manufacturing facility and 25 employees in its Orange County, California manufacturing and service facility.



RISK FACTORS



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

* The Company has experienced losses and may not become profitable.

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

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

Item 2. Description of Properties



The Company has a manufacturing facility at 3030 Nieman Ave., Baltimore Maryland. The lease on this facility was entered into on May 2004 and it expires on May 2009. The Company has a manufacturing and service facility at 1939 South Susan Street, Santa Ana, California. In March 2004 the Company entered into a four-year lease for a manufacturing facility in Santa Ana California beginning May 2004. We believe that the manufacturing and service space is adequate for our current needs.



Item 3. Legal Proceedings



None



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





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During fiscal 2004, no matters were submitted to a vote of security holders.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters



The Registrant's Class A Non-Assessable Common Stock is currently quoted by Over the Counter Bulletin Board under the symbol LXRHE while Class B
Assessable Common stock is currently 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 following table sets forth the range of high and low bid prices as reported by the Over the Counter Bulletin Board or the Pink Sheet Quotation System for the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, mark-down 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 Class A shares were subject to a one for 10 recapitalization and our Class B shares were subject to a one for 500 recapitalization. The table below reflects such information.







|                                   | High  | Low  
|---------------------------------- | ----- | -----
|Fiscal Year 2003                   |       |      
|First Quarter Ending March 31,     | $0.50 | $0.10
|Second Quarter Ending June 30,     | $0.60 | $0.50
|Third Quarter Ending September 30, | $5.10 | $0.60
|Period Ending December 31,         | $3.91 | $0.25
|                                   |       |      
|Fiscal Year 2004                   |       |      
|First Quarter Ending March 31,     | $3.95 | $1.10
|Second Quarter Ending June 30,     | $2.50 | $0.31
|Third Quarter Ending September 30, | $0.43 | $0.10
|Period Ending December 31,         | $0.15 | $0.09



Quarter Ended March 31, 2005

$0.15   $0.095



Month Ended April 30, 2005

$0.30   $0.15



(B) Holders:





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As of April 30, 2005, there were 569 Class A common stock shareholders and 519 Class B common stock shareholders.



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

Item 6. Management's Discussion and Analysis or Plan of Operation



Results of Operations



The Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003:



The Company's net revenues for the year ended December 31, 2004 were $7,887,783 compared to $4,627,390 for the same period ended December 31, 2003. The $3,260,393 increase of 58.66 percent in 2004 over the same period in 2003 resulted from a combination of new product offerings, an expanded distributor network, and increased sales directly to end users.



Gross margin was 10.99 percent of revenue for the year ended December 31, 2004 compared to 6.10 percent for the same period ended December 31, 2003. The gross margins increase in 2004 is the result of product improvements such as a chemical-resistant upholstery as well as overall quality considerations.



Operating expenses consisting primarily of sales and marketing expense and general and administrative expense. Sales and marketing expenses increased by $145,620 to $349,648 for the year ended December 31, 2004 compared to $204,028 for the year ended December 31, 2003. The Company increased overall sales and marketing expense by 71.37% in 2004, while attempting to direct the advertising dollars to the end user of the product.



General and administrative expense increased $514,190 to $856,850 for the year ended December 31, 2004 compared to $342,660 in the year ended December 31, 2003. This was primarily related to an increase in the provision for doubtful accounts of $28,201 and increases in legal and accounting fees of $33,397 which were incurred in the process of the transition to a public company.



Interest expense increased $15,412 to $32,618 for the year ended December 31, 2004. A shareholder loaned the Company an additional $200,000 for working capital needs and the Company financed an additional vehicle during the year ended December 31, 2004.



Liquidity and Capital Resources



For the year ended December 31, 2004, the Company used cash in operating activities of $168,376, compared to cash provided by operating activities of $233,759 during the same period ended December 31, 2003. The negative cash flow from operations for the year



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ended December 31, 2004 is primarily attributable to the net loss offset by $41,641 depreciation expense and a net increase of accounts payable over the increase in accounts receivable. The negative cash flow from operations during the year ended December 31, 2003 was mainly attributable to the net loss for the period offset by an increase in accounts payable and accrued liabilities.



The Company purchased property and equipment in the amount of $51,751 for investing activities during the year ended December 31, 2004 compared to $37,545 for the same period ended December 31, 2003.



Cash flow provided by financing activities was $185,642 during the year ended December 31, 2004 compared to $308,917 during the same period in the prior year. The Company secured an additional $169,503 note payable from a shareholder to finance working capital in period ended December 31, 2003.



The Company has incurred an accumulated deficit as of December 31, 2004 of $3,164,360. As shown in the accompanying consolidated financial statements, the Company has incurred losses in years ended December 31, 2004 and 2003. The future of the Company is dependent on its ability to generate cash from operations. There can be no assurance that the Company will be able to implement it current operating plan.







Item 7. Financial Statements



Index to Consolidated Financial Statements



Independent Auditors' Report

Consolidated Balance Sheet, December 31, 2004

Consolidated Statements of Operations for the years ended December 31, 2004 and 2003

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2004 and 2003

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2003

Notes to Consolidated Financial Statements





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors

Lexor Holdings, Inc.



We have audited the accompanying consolidated balance sheet of Lexor Holdings, Inc. (formerly Western Silver-Lead Corporation), a Florida Corporation and subsidiary, as of December 31, 2004 and the related consolidated statements of operations, stockholders' deficit and cash flows for the year ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with auditing 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. 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 audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lexor Holdings, Inc. and subsidiary as of December 31, 2004 and the results of its operations and its cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.



The financial statements for the year
ended December 31, 2003 were audited by other accountants; whose report, dated
March 30, 2004, expressed an unqualified opinion on those statements and
included an opinion as to the Company's ability to continue as a going concern. 
They have not performed any auditing procedures since that date.



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. These factors as
discussed in Note 1 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 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



Jasper + Hall, PC

Denver, Colorado

May 15, 2005



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|                                                                    
|--------------------------------------------------------------------
|LEXOR HOLDINGS, INC.                                                
|(formerly WESTERN SILVER-LEAD CORPORATION)                          
|CONSOLIDATED BALANCE SHEET                                          
|December 31, 2004                                                   
|                                                                    
|                                                                    
|ASSETS:                                                             
|                                                                    
|Current Assets:                                                     
|Cash                                                                
|Accounts receivable - net                                           
|Inventory                                                           
|Prepaid expenses                                                    
|Total Current Assets                                                
|                                                                    
|Property and Equipment:                                             
|Vehicles                                                            
|Furniture and fixtures                                              
|Machinery and equipment                                             
|                                                                    
|Less accumulated depreciation                                       
|Net Fixed Assets                                                    
|                                                                    
|Deposits                                                            
|                                                                    
|TOTAL ASSETS                                                        
|                                                                    
|                                                                    
|LIABILITIES AND STOCKHOLDERS' DEFICIT:                              
|                                                                    
|Current Liabilities:                                                
|Accounts payable                                                    
|Payroll tax liabilities                                             
|Accrued expenses                                                    
|Notes payable - related parties                                     
|Notes payable - current portion                                     
|Total Current Liabilities                                           
|                                                                    
|Long-Term Liabilities:                                              
|Notes payable - related parties                                     
|Notes payable                                                       
|                                                                    
|                                                                    
|TOTAL LIABILITIES                                                   
|                                                                    
|Stockholders' Deficit:                                              
|Class A Common stock, non-assessable, $.001 par value, 4,999,500,000
|shares authorized, 16,270,050 issued and outstanding,               



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|Class B Common stock, assessable, $0.001 par value, 10,000 shares |  |              
|----------------------------------------------------------------- |  | -------------
|authorized, 9,958 shares issued and outstanding                   |  | 10           
|Additional paid-in capital                                        |  | 1,899,020    
|Retained deficit                                                  |  | (3,300,480)  
|Total Stockholders' Deficit                                       |  | (1,385,180)  
|                                                                  |  |              
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       |  | $     366,903



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|LEXOR HOLDINGS, INC.                          
|----------------------------------------------
|(formerly WESTERN SILVER-LEAD CORPORATION)    
|CONSOLIDATED STATEMENTS OF OPERATIONS         
|FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003
|                                              
|                                              
|                                              
|NET SALES                                     

|                                     |  |                     |  |                      
|------------------------------------ |  | ------------------- |  | ---------------------
|COST OF GOODS SOLD                   |  | 7,159,793           |  | 4,345,019            
|                                     |  |                     |  |                      
|GROSS PROFIT                         |  | 727,990             |  | 282,371              
|                                     |  |                     |  |                      
|OPERATING EXPENSES:                  |  |                     |  |                      
|Sales and marketing                  |  | 284,102             |  | 204,028              
|General and administrative           |  | 856,850             |  | 243,660              
|Consultant fees                      |  | 1,765,300           |  | -                    
|Writedown
	of inventory              |  | 243,541             |  | -                    
|Total Operating Expenses             |  | 3,149,793           |  | 546,688              
|                                     |  |                     |  |                      
|Loss from Operations                 |  | (2,421,803)         |  | (264,317)            
|                                     |  |                     |  |                      
|OTHER INCOME (EXPENSES)              |  |                     |  |                      
|Interest income                      |  | 1,282               |  |                      
|Interest expense                     |  | (32,618)            |  | (17,206)             
|                                     |  | (31,336)            |  |                      
|                                     |  |                     |  |                      
|NET INCOME (LOSS)                    |  | $    (2,453,139)    |  | (281,523)            
|                                     |  |                     |  |                      
|Weighted average number of           |  |                     |  |                      
|shares outstanding                   |  | 14,702,537          |  | 13,706,838           
|                                     |  |                     |  |                      
|Basic and diluted net loss per share |  | $            (0.17) |  | $              (0.02)
|                                     |  |                     |  |                      



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|LEXOR HOLDINGS, INC.                           
|-----------------------------------------------
|(formerly WESTERN SILVER-LEAD CORPORATION)     
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 
|                                               
|                                               
|                                               
|                                               
|                                               
|Balance -  December 31, 2002                   
|                                               
|Net loss                                       
|Balance - December 31, 2003                    
|                                               
|Shares issued for services                     
|Net loss                                       
|Balance - December 31, 2004                    
|                                               



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|LEXOR HOLDINGS, INC.                           
|-----------------------------------------------
|(formerly WESTERN SILVER-LEAD CORPORATION)     
|CONSOLIDATED STATEMENTS OF CASH FLOWS          
|FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003 
|                                               
|                                               
|                                               
|Cash Flows From Operating Activities:          
|Net Income (Loss)                              
|Adjustments to reconcile net loss to net cash  
|used in operating activities:                  
|Depreciation/amortization                      
|Write-down of inventory                        
|Issuance of stock for services                 
|Bad debt                                       
|Changes in assets and liabilities:             
|Decrease (increase) in accounts receivable     
|Decrease (increase) in inventory               
|(Increase) in deposits                         
|Increase in prepaid expenses                   
|Increase (decrease) in accounts payable        
|and accrued expenses                           
|                                               
|Net Cash Used in Operating Activities          
|                                               
|Cash Flow From Investing Activities:           
|Acquisition of property and equipment          
|Net Cash Provided By Investing Activities      
|                                               
|Cash Flow From Financing Activities:           
|Proceeds from notes payable                    
|Payment on notes payable                       
|Refund Class B assessments                     
|Net Cash Provided By Financing Activities      
|                                               
|(Decrease) Increase in Cash                    
|                                               
|Cash and Cash Equivalents - Beginning of period
|                                               
|Cash and Cash Equivalents - End of period      
|                                               
|                                               
|                                               
|Supplemental Cash Flow Information:            
|Interest paid                                  
|Taxes paid                                     
|                                               



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LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



1.    DESCRIPTION OF BUSINESS



Lexor, Inc, ("Lexor") a Maryland corporation, was established in 1993. Lexor specializes in the manufacturing and distribution of luxury pedicure spas. Products are sold through distributors as well as directly to end users.



On September 29, 2003 the Lexor entered into an Agreement of Merger with Lexor Holdings, Inc. (formerly, Western Silver-Lead Corporation) ("WSL") a Florida corporation. Pursuant to the Merger Agreement, WSL issued 10,867,000 shares of its Class A common stock to Lexor's shareholders in exchange for all the issued and outstanding shares of the Lexor's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction. On October 3, 2003 the board of directors of WSL resigned and the former shareholder of Lexor was appointed was as the president of the combined company.



WSL was originally incorporated as an Idaho corporation on August 23, 1947. 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. This agreement was ratified by WSL's shareholders at a special meeting on August 16, 2002.



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



GOING CONCERN



The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficits of $3,300,480 at December 31, 2004.



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LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





GOING CONCERN
- (Continued)



The Company's total current liabilities exceeded the total current assets by $1,000,677 as of December 31, 2004. 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.



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, 2004 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.





2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS



Use of estimates



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



Cash and cash equivalents



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



18

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
- (Continued)



Accounts Receivable



The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. The allowance for doubtful accounts is maintained at an amount management deems adequate to cover estimated losses. Allowance for doubtful accounts was $28,021 for the year ended December 31, 2004.



Property & Equipment



Capital assets are stated at cost. Equipment consisting of computers is carried at cost. Depreciation of equipment is provided using the straight-line method over the estimated useful lives (5-7 years) of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense for the years ended December 31, 2004 was $41,641.



Long-lived assets



Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced



19

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
- (Continued)



Long-lived assets



for the cost of disposal. Based on its review, the Company believes that, as of December 31, 2004, there were no significant impairments of its long-lived assets.



Revenue Recognition



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



Income taxes



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



Advertising



The Company expenses advertising costs as incurred. Advertising expenses for the year ended December 31, 2004 were $284,102.



Research and Development



Expenditures for software development costs and research are expensed as incurred. Such costs are required to be expensed until the point that technological feasibility is established. The period between achieving technological feasibility and the general availability of such software has been short. Consequently, costs otherwise capitalizable after technological feasibility is achieved are generally expensed because they are insignificant.



20

---



LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
- (Continued)



Warranty Reserve



The Company's products carry a three-year limited warranty on the spa shell and one-year limited warranty on all components from time of delivery. Estimated future warranty obligations related to the product are provided by charges to operations in the period in which the related revenue is recognized. Cost of goods sold includes a charge for warranty of $97,000 for the year ended December 31, 2004.



Comprehensive Loss



Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. There were no items of comprehensive income during 2004, accordingly, a Statement of Comprehensive Loss is not presented.



Issuance of shares for service



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



Fair value of financial instruments



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





21

---



LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
- (Continued)



Basic and diluted net loss per share



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





3.    NOTES PAYABLE - RELATED PARTY



The Notes Payable to an officer consist of the following:



Note 1



Due March 1, 2006

$100,000

Note 2

Due June 30, 2007

200,000

Note 3

Due September 3, 2007

125,000

Note 4

Due on demand

100,000

Note 5

Due on demand

100,000



$625,000

| |  | 
| |  | 

The notes are unsecured and bear an annual interest rate of 6% on the unpaid principal balance. Interest expense for these notes for the year ended December 31, 2004 was $30,366. Total accrued interest on these notes is $50,860.   No interest has been paid on these notes.



22

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LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





4.   LONG-TERM LOANS



Long-term loans consist of:



Loan to purchase a 2001 truck, secured by the vehicle, monthly

payments of $905.94 through January 2006,

interest rate of 11%

$11,054



Loan to purchase a 2003 truck, secured by the vehicle, monthly

payments of $904.03 through June 2006,

interest rate of 0%

17,622



Loan to purchase a 2004 car, secured by the vehicle, monthly

payments of $441.91 through September 2009,

interest rate of 11.5%

19,252



Loan to purchase a 2004 truck, secured by the vehicle, monthly

payments of $376 through December 2008,

interest rate of 11.5%

17,280



65,208

Less current portion

27,862



Long-term portion

$37,346





Note payable, unsecured, 6% interest, due on demand to

Companies controlled or owned by directors of officers

Of the Company

625,000



Total notes payable, secured and unsecured

$690,208



5.    INCOME TAXES



The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards No. 109, " Accounting for Income Taxes," under which the liability method is used to calculate deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and income tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.



23

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





5.    INCOME TAXES - (Continued)



For federal and state income tax purposes, the Company has available net operating loss carryforwards of approximately $137,000 as December 31, 2004. The federal and state net operating loss carryforwards expire through 2018 and are available to offset future income tax liabilities. Temporary differences that give rise to deferred tax assets and liabilities are as follows:



|                                 | December 31, 2004 | 
|-------------------------------- | ----------------- | 
|                                 |                   | 
|Net operating loss carryforwards | $      55,400     | 
|Warranty reserve                 | 94,700            | 
|Unpaid liabilities               | 112,400           | 
|Allowance for doubtful accounts  | 30,400            | 
|                                 | 292,900           | 
|Valuation Allowance              | (292,900)         | 
|Net deferred taxes               | $               - | 
|                                 |                   | 

Income tax expense (benefit) for the year ended December 31, 2004 is summarized as follows:

|                             | 2004                 | 
|---------------------------- | -------------------- | 
|Current:                     |                      | 
|Federal                      | $           2,700    | 
|State                        | 1,300                | 
|Deferred taxes               | (101,000)            | 
|Valuation Allowance          | 97,000               | 
|Income tax expense (benefit) | $                  - | 
|                             |                      | 



24

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004





5.    INCOME TAXES- (Continued)



The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Consolidated Statements of Operations:



|                                                  | December 31, 2004 | 
|------------------------------------------------- | ----------------- | 
|                                                  |                   | 
|Tax expense (credit) at statutory rate
	- federal | (34.0%)           | 
|State tax expense (credit) net of federal tax     | (4.6)             | 
|Graduated federal rate                            | 4.2               | 
|Valuation allowance                               | 34.4              | 
|Tax expense at actual rate                        | -                 | 
|                                                  |                   | 

6.    STOCKHOLDERS' EQUITY



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



Class A Common Stock



At December 31, 2004, the Company has authorized for issue, 4,999,500,000 shares of Class A Common Stock with a par value of $0.001. Class A Common Stock issued and outstanding of 16,270,050 shares is fully paid and non-assessable.



Class B Common Stock



At December 31, 2004, 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



25

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



Class B Common Stock
- (Continued)



upon Class B shares are considered as contributions to capital and must be
repaid from net profits before dividends are declared or paid to any Class A or
B shareholders. Class B capital assessments can be levied at any time by the
Board of Directors at their discretion. Shareholders who fail to pay assessments
levied on their Class B shares lose ownership of the shares and the shares are
returned to the treasury.



Stock issuance



Pursuant to the merger agreement (Note 1), WSL,
in 2003, issued 10,867,000 shares of its common stock, par value $.001 per share, to the shareholder of Lexor in exchange for all of Lexor's issued and outstanding shares. The Company also issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.



7.    EMPLOYEE BENEFIT PLAN



The 2003 Employee Benefit Plan ("the Plan") adopted by the Board of Directors on September 26, 2003, provides for the granting of either a stock award or non-qualified stock options to purchase shares of the Company's Class A Common Stock to employees, officers, directors and consultants of the Company. At December 31, 2004, the 650,000 shares of Class A Common Stock reserved for issuance under the Plan had been issued.



The 2004 Employee Benefit Plan ("the Plan") adopted by the Board of Directors on April 19, 2004, provides for the granting of either a stock award or non-qualified stock options to purchase shares of the Company's Class A Common Stock to employees, officers, directors and consultants of the Company. At December 31, 2004, 1,270,000 shares had been issued out of 1,500,000  shares of Class A Common Stock reserved for issuance under the Plan.







8.    COMMITMENTS AND CONTINGENCIES



Lease





26

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



May 1, 2004, the Company entered into a four-year lease for warehouse/manufacturing space in Baltimore, Maryland. Total rental expense under this lease was $57,155 and $34,680 for the years 2004 and 2003, respectively. In March 2004 the Company entered into a four-year lease for a manufacturing facility in Santa Ana California beginning May 1, 2004. Lease commitments on these leases are as follows:



2005

$76,704

2006

76,704

2007

76,704



2008



25,568



Payroll Tax Contingency



The Company has not paid federal or state payroll taxes or withheld and paid taxes for its employees for the three years ended December 31, 2003.  The Company has accrued $269,891 as a payroll tax liability as of December 31, 2004.  The Company understands there could be additional penalties incurred from the federal and state tax authorities and any other governmental agency.  These contingent liabilities are unable to be estimated as of December 31, 2004.

9.    BASIC AND DILUTED NET LOSS PER SHARE



Basic and diluted net loss per share for the twelve-month period ended December 31, 2004 and 2003 were determined by dividing net loss for the periods by the weighted average number of basic and diluted shares of common stock outstanding. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.





10.    FINANCIAL ACCOUNTING DEVELOPMENTS



In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS No. 150").  The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities.  The Company has not issued any financial instruments with such characteristics.



In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" (FIN No. 46R"), which addresses



27

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity.  FIN No. 46R replaces FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities",
which was issued in January 2003.  Companies are required to apply FIN No. 46R
to variable interests in variable interest entities ("VIEs") created after December 31, 2003.  For variable interest in VIEs created before January 1, 2004, the Interpretation is applied beginning January 1, 2005.  For any Vies that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially are measured at their carrying amounts with any difference between the net amount added to the balance sheet and any

previously recognized interest being recognized as the cumulative effect of an accounting change.  If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE.  The Company does not have any interest in any VIE.



In December 2004, the FASB issued SFAS No 123(R)(revised 2004), Share-Based Payment" which amends FASB Statement No. 123 and will be effective for public companies for interim or annual periods after June 15, 2005.  The new standard will require entities to expense employee stock options and other share-based payments.  The new standard may be adopted in one of three ways
- the modified prospective transition method, a variation of the modified prospective transition method or the modified retrospective transition method.  The Company is evaluation how it will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will have on our financial position and results of operations.



In November 2004, the FASB issued SFAS No 151, Inventory Costs, an amendment of ARB No. 43, Chapter.  This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling cost, and wasted material (spoilage).  Paragraph 5 of ARB No. 43, Chapter 4, previously stated that
". under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges."  SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of
"so abnormal."  In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the prospectively and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred during fiscal years beginning after the date this Statement was issued.  The adoption of SFGAS No. 151 is not expected to have a material impact on the Company's financial position and results of operations.





28

---





LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004



In December 2004, the FASB issued SFAS No.153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged.  The



10.    FINANCIAL ACCOUNTING DEVELOPMENTS  - (Continued)



guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to

change significantly as a result of the exchange.  SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS No. 153 is not expected to have a material impact on the Company's financial position and results of operations.



11.

SUBSEQUENT EVENTS



Termination of a Material Definitive Agreement



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



The Rescission Agreement calls for the total rescission of the Merger Agreement and a return of 100% of the issued and outstanding equity interests of International to Long.  Additionally, Long and International have agreed to surrender the 10,867,000 shares of Lexor Common Stock they received under the Merger Agreement.  Each party to the Rescission Agreement will be entitled to a return of any assets which it held prior to the closing of the Merger Agreement and will be responsible for any liabilities accrued on its behalf.  Furthermore, the Company will issue a promissory note in the amount of $250,000 to Long, due and payable on September 30, 2005 or sixty days after the Company will have consummated a business combination with another established operating entity, whichever is earlier. This promissory note shall bear 8% interest per annum.





29

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



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



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







Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



(a)(1) Previous Independent Accountant



(i) On May 1, 2005 the board of directors of the Registrant received and accepted the resignation of Kabani & Company as its independent accountants. Kabani & Company. audited the Registrant's financial statements for its fiscal year ended December 31, 2003.



(ii) The audit report of Kabani & Company dated March 31, 2004) on the financial statements of the Registrant included in the Registrant's Forms-10-KSB for the years ended December 31, 2003 and 2002 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the Company's ability to continue as a going concern.



(iii) The decision to change accountants from Kabani & Company was based upon their resignation. New management has determined to engage the accounting firm of Jaspers + Hall, PC as the Registrant's new independent accountants to conduct the audit for its fiscal year ended December 31, 2004.



(iv) During the audit of the Company's financial statements for the fiscal years ended December 31, 2003 and 2002 and any subsequent interim period through the date of the resignation of Kabani & Company, the Registrant's accountants did not have any disagreements with the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure and there were no "reportable events" with Kabani & Company., as described in Items 304 (a) (1) (iv) and (v) of Regulation S-K, respectively. (v) The Registrant has requested that Kabani & Company furnish it with a letter addressed to the Securities and Exchange Commission



30

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stating whether it agrees with the above statements and, if not, the respect in which it does not agree. A copy of such letter, dated October 6, 2003 is filed as Exhibit 16.1 to this Form 8-K.



(v) The Registrant has requested that Kabani & Company furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, the respect in which it does not agree. A copy of such letter, dated October 6, 2003 is filed as Exhibit 16.1 to this Form 8-K.



(a)(2) Engagement of New Independent Accountant.



The Registrant's board of directors has approved the engagement of Jaspers + Hall, PC. as its independent accountant to audit the Registrant's financial statements for its fiscal year ended December 31, 2004.



(a)(3) The Company has provided the former accountant with a copy of the disclosures it is making in response to this Item 4 prior to the filing of this Form 8-K and requested that the former accountant furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Company and, if not, the respect in which it does not agree.



Item 8A.  Controls and Procedures



As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and  principal  financial  officer.  Based  on this  evaluation,  these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that  information  required to be disclosed by us in the reports that we file or submit  under the  Exchange Act is recorded,  processed, summarized  and reported,  within the time periods  specified in the SEC's rules and forms.  Disclosure  controls and  procedures  include,  without  limitation, controls  and  procedures  designed  to ensure that  information  required to be disclosed  by us in  the  reports  that  we  file  under  the  Exchange  Act  is accumulated and communicated to our management,  including  principal  executive officer  and  principal  financial  officer,  as  appropriate,  to allow  timely decisions regarding required disclosure.



31

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PART III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act



Identification of Directors and Executive Officers are as follows:



|Name             | Age | Positions and Offices Held              
|---------------- | --- | ----------------------------------------
|Christopher Long | 38  | President, Chairman since September 2003
|Henry D. Fahman  | 51  | Director since September 2003           
|Nicholas La      | 28  | Secretary since October 2003            
|Ha T. Nguyen     | 34  | Treasurer since October 2003            



At a board meeting on October 1, 2003 duly held and called, Christopher Long and Henry Fahman were elected to the board of directors by majority vote of the board of directors. On March 31, 2005 Mr. Christopher Long submitted his resignation as officer and director of the Company, Nicholas La submitted his resignation as Secretary and Ha T. Nguyen submitted her resignation as Treasurer. The current board of directors of the Company consists of Henry Fahman as Chairman.



Business Experience of Directors and Executive Officers:



Christopher Long, Chairman & CEO



Mr. Long received a Bachelors Degree from California State University Fullerton, California in Computer Science. He also attended National University working on his MBA. From 1990 through 1993, he was operations manager for Nail Studio, Inc. located in Westminster, California. From 1993 to 1997, he was the President and Chief Executive Officer of Rose City Supply located in Portland, Oregon. From 1998 to the present, he has served as President and Chief Executive Officer of Lexor, Inc. headquartered in Baltimore, Maryland.



Henry Fahman, Director



Mr. Fahman has been President and Chairman of the Board of Providential Holdings, Inc. since January 14, 2000. Mr. Fahman served as President and Chairman of the Board of Providential Securities, Inc. from its inception in October 1992 to October 2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance and economic analysis and policy, and has also attended Executive Education at Harvard Business School and Stanford University. Previously, he served as a Resettlement Coordinator for the United Nations High Commissioner for Refugees. Mr. Fahman is currently a member of the Board of Trustees of Union College of California and President of Providential Foundation, Inc., both of which are non-profit organizations



32

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Nicholas La, Corporate Secretary



Mr. La has 10 years experience collectively in Service-Support, Retail and the Nail & Beauty Industry. He started out working in the Information Technology sector for several large corporations, including Parker Hannifin Aerospace, Irvine CA. and New Century Mortgage, Irvine CA, where he was responsible for supporting and maintaining the network for over 1500 employees. In 1999 he played a major role in building The Nail Depot, Inc. nail supply chain and was appointed as General Manager, in which position he helped triple total sale revenues in just 18 months. Mr. La joined Lexor, Inc. in 2003.



Ha T Nguyen, Corporate Treasurer



Ms. Nguyen is the corporate treasurer.  She is the wife of Christopher Long, the Company's President.





Section 16(a) Beneficial Ownership Reporting Compliance



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



The following table sets forth information, as of December 31, 2004, 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)
|----------------------------------------------------------------------------------- | ----------------------------------------- | --------------------
|Christopher Long, CEO/President/Chairman
1621 Cole Street,
Baltimore, MD 21223      | 8,867,000 Class A, Non-assessable Shares  | 54.49% of Class A   
|Ha T. Nguyen, Treasurer
1621 Cole Street,
Baltimore, MD 21223                       | 2,000,000 Class A, Non-assessable Shares  | 12.29% of Class A   
|Providential Capital, Inc.
17011 Beach Blvd., Suite 1230
Huntington Beach, CA 92647 | 1,500,000 Class A, Non-
assessable Shares | 9.22% of Class A    



33

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|All Executive Officers and Directors as a Group | 10,867,000, Non-assessable
Shares | 66.78% of Class A
|----------------------------------------------- | --------------------------------- | -----------------

(1) Based upon 16,270,050 shares of Class A Non-assessable Common Stock and 9,958 shares of Class B Assessable Common Stock issued as of December 31, 2004.



Item 10. Executive Compensation



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             
|                            |                                    |                           |                        |                       
|Christopher Long,
President |                                    |                           |                        |                       
|2003                        | 0                                  | 0                         | 0                      | 0                     
|2004                        | 0                                  | 0                         | 0                      | 0                     



Item 11. Security Ownership of Certain Beneficial Owners and Management



A person who directly or indirectly has shares or voting power or investment power with respect to a security is considered a beneficial owner of the security. Voting power is the power to vote or direct the voting of shares and investment power is the power to dispose of or direct the disposition of shares. Shares as to which voting power or investment power may be acquired within 60 days are also considered as beneficially owned.



The following table sets forth information, as of December 31, 2004, 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)
|------------------------------------------------------------------------------ | ----------------------------------------- | --------------------
|Christopher Long, CEO/President/Chairman
1621 Cole Street,
Baltimore, MD 21223 | 8,867,000 Class A, Non-Assessable Shares  | 54.49% of Class A   



34

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|Ha T. Nguyen, Treasurer
1621 Cole Street,
Baltimore, MD 21223 | 2,000,000 Class A, Non-assessable Shares | 12.29% of Class A
|------------------------------------------------------------- | ---------------------------------------- | -----------------
|All Executive Officer and Directors as a Group                | 10,867,000, Non Assessable Shares        | 66.78% of Class A





(1) Based upon 16,270,050 shares of Class A Non-Assessable Common Stock and 9,958 shares of Class B Assessable Common Stock issued as of December 31, 2004.



Item 12. Certain Relationships and Related Transactions



None.



Item 13. Exhibits and Reports on Form 8-K



(A) Exhibits



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

































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

































Schedule 14A, filed on May 22, 2002.

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

32.1                         Section 1350 Certification of Chief Executive/Financial Officer



(B) Forms 8-K filed.



Form 8-K filed on April 11, 2005:



1.    Rescission Agreement with Lexor International, Inc.

2.

Resignation of Ha T. Nguyen as treasurer and Director



35

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3.

Resignation of Nicholas La as Corporate Secretary

4.

Resignation of Christopher Long as President and Director

5.

Appointment of Henry Fahman as Interim President, Interim

Chief Executive Officer, Interim Treasurer, and Interim Chief Financial Officer.





Form 8-K filed on May 09, 2005:



1.  Changes in Registrant's Certifying Accountants.



ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.



Amounts billed by Kabani & Company total $23,500 which is $14,500 related to the
2003 annual financial statement audit and $9,000 related to reviews of quarterly financial statements filed in the reports on Form 10-Q.  No tax, consulting or other services were provided.



Amounts billed by Jasper + Hall, PC total $19,000 for the 2004 annual financial
statement audit.  No tax, consulting or other services were provided.







SIGNATURES



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



LEXOR HOLDINGS, INC.

(Registrant)



Date: May 15, 2005



By: /s/ Henry D. Fahman

Henry D. Fahman, Director and Interim Chief Executive/Financial Officer

---



Exhibit 31.1



I, Henry Fahman, certify that:



1.   I have reviewed this annual report on Form 10-KSB of
Lexor Holdings, Inc.;



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



3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this report;



4.   The registrant's other certifying officer and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year in which this report is being prepared;



(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and



(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors;

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.



Date: May
15, 2005



/s/ Henry Fahman

Henry
Fahman

Interim Chief Executive/Financial Officer

---

Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350  AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of
Lexor Holdings Inc. (the "Company") on Form 10-KSB for the period ending
December 31, 2004 accompanying this certification and filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Henry Fahman,
Interim Chief Executive/Financial Officer of the Company, certify, to the best of my knowledge, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, that:



1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: May 15, 2005



/s/ Henry Fahman

Henry
Fahman

Interim Chief Executive/Financial Officer