UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB/A



> (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, 2003



[ ] 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.)



1621 Cole Street, Baltimore, Maryland                                                                                                          21223

(Address of principal executive offices)                                                                                                        (Zip code)



410-233-0376

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 [  ].

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 March 31, 2004, there were 15,050,000 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. 2,642,912 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



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

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





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. CONTROLS AND PROCEDURES

SIGNATURES



PART I

Item 1. Description of Business



Safe Harbor Statement



This Form 10-KSB contains 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.  The forward-looking statements in this document are based upon various assumptions, many of
which are based on management's discussion and analysis or plan of operation and elsewhere in
this report. 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.



General

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

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

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

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

Building upon the successful manufacturing of pedicure spa equipment, the Company is moving
aggressively 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.

Employees



As of December 31, 2003, the Company had 8 employees in its Baltimore, Maryland
manufacturing facility and 11 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 1621 Cole Street, Baltimore Maryland.  The lease
on this facility expires in May 2004. The Company has a manufacturing and service facility at
1939 South Susan Street, Santa Anna, California.  The Company renting this property on a
month-to-month basis beginning in 2003 and signed a four-year lease beginning in 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



During fiscal 2003, 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 is quoted by
Over the Counter Pink Sheets Quotation System under the symbol LXRH while Class
B
Assessable Common stock is currently not traded. The following table sets forth the range of high and low bid prices as reported by the
Over the Counter 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 2002                   |       |      
|First Quarter Ending March 31,     | $0.80 | $0.30
|Second Quarter Ending June 30,     | $0.80 | $0.30
|Third Quarter Ending September 30  | $0.80 | $0.30
|Period Ending December 31          | $0.80 | $0.50
|                                   |       |      
|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,     | $4.00 | $1.10



(B) Holders

As of March 30, 2004, there were 566 Class A common stock shareholders and 523 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, 2003 Compared to the Year Ended December 31, 2002:

The Company's net revenues for the year ended December 31, 2003 were $4,627,390
compared to $2,443,404 for the same period ended December 31, 2002.  The $2,183,986
increase of 89 percent in 2003 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 6.1 percent of revenue for the year ended December 31, 2003 compared to 8.9
percent for the same period ended December 31, 2002.  The gross margins decrease in 2003 is
the result of product improvements such as a chemical-resistant upholstery as well as overall
quality considerations.  The Company sourced certain products from new vendors, which
contributed to less efficient initial production runs.

Operating expenses consisting primarily of sales and marketing expense and general and
administrative expense. Sales and marketing increased $14,740, to $204,028 for the year ended
December 31, 2003 compared to $189,288 for the same period ended December 31, 2002. The
Company increased overall sales and marketing expense by 8% in 2003, while attempting to
direct the advertising dollars to the end user of the product.

General and administrative expense increased $223,664 to $342,660 in the year ended December
31, 2003 compared to the same period ended December 31, 2002.  This was primarily related to
an increase in the provision for doubtful accounts of $90,000 and increases in legal fees of
$75,000 and accounting fees of $25,000 which were incurred in the process of the transition to a
public company.

Interest expense increased $7,000 to $17,206 for the year ended December 31, 2003. A
shareholder loaned the Company an additional $325,000 for working capital needs and the
Company financed an additional vehicle during the year ended December 31, 2003.

Liquidity and Capital Resources

For the year ended December 31, 2003, the Company used cash in operating activities of
$233,759, compared to cash provided by operating activities of $22,519 during the same period
ended December 31, 2002.  The negative cash flow from operations for the year ended December
31, 2003 is primarily attributable to the net loss offset by $16,886 depreciation expense and a net
increase of accounts payable over the increase in accounts receivable. The positive cash flow
from operations during the year ended December 31, 2002 was mainly attributable to the net loss
for the period offset by an increase in accounts payable and accrued liabilities.

The Company used cash in the amount of $37,545 for investing activities during the year ended
December 31, 2003 compared to $7,506 for the same period ended December 31, 2002.

Cash flow provided by financing activities was $357,545 during the year ended December 31,
2003 compared to $5,206 during the same period in the prior year. The Company secured an
additional $325,000 note payable from a shareholder to finance working capital, as well as
vehicle financing of $32,545 in period ended December 31, 2003.

The Company has incurred an accumulated deficit as of December 31, 2003 of $847,331. As
shown in the accompanying consolidated financial statements, the Company has incurred losses
in years ended December 31, 2003 and 2002. 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, 2003

Consolidated Statements of Operations for the years ended December 31, 2003 and 2002

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31,
2003 and 2002

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2002

Notes to Consolidated Financial Statements

---

INDEPENDENT AUDITORS' REPORT

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, 2003 and the related consolidated statements of operations, stockholders' deficit
and cash flows for each of the two years in the period ended December 31, 2003. 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 generally accepted in the United
States of America. 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 audits provide 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, 2003 and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2003, in conformity with accounting principles generally accepted in the
United States of America.

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. The Company has accumulated
deficit of $847,341. The Company's total liabilities exceeded the total assets by $732,386 as of
December 31, 2003. These factors as discussed in Note 12 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 12. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

KABANI & COMPANY, INC.

CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California

March 31, 2004

---

LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2003



|ASSETS                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------
|CURRENT ASSETS:                                                                                                                             
|Cash & cash equivalents                                                                                                                     
|Accounts receivable, net                                                                                                                    
|Inventory                                                                                                                                   
|Prepaid expenses                                                                                                                            
|Total current assets                                                                                                                        
|                                                                                                                                            
|PROPERTY AND
		EQUIPMENT, net                                                                                                               
|                                                                                                                                            
|DEPOSITS                                                                                                                                    
|                                                                                                                                            
|                                                                                                                                            
|LIABILITIES AND STOCKHOLDER'S DEFICIT                                                                                                       
|                                                                                                                                            
|CURRENT
		LIABILITIES:                                                                                                                      
|Accounts payable                                                                                                                            
|Payroll liabilities                                                                                                                         
|Accrued expense                                                                                                                             
|Notes payable, current portion                                                                                                              
|Total current liabilities                                                                                                                   
|                                                                                                                                            
|NOTES PAYABLE                                                                                                                               
|Note payable-related party                                                                                                                  
|Notes payable, non-current portion                                                                                                          
|Total liabilities                                                                                                                           
|                                                                                                                                            
|COMMITMENTS AND
		CONTINGENCIES                                                                                                             
|                                                                                                                                            
|STOCKHOLDERS'
		DEFICIT                                                                                                                     
|Class A Common stock, non-assessable, $0.001 par value, 4,999,500,000
		shares authorized,              
		15,000,000 issued and outstanding
|Class B Common stock, assessable, $0.001 par value, 100,000 shares
		authorized, 9,912 shares issued and outstanding                        
|Paid in capital                                                                                                                             
|Accumulated deficit                                                                                                                         
|Total stockholders' deficit                                                                                                                 
|                                                                                                                                            
|                                                                                                                                            

---

LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



|                                                                    | 2003                                      | 2002                                   
|------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------
|Net Sales                                                           | $                         
		4,627,390    | $                       
		2,443,404   
|                                                                    |                                           |                                        
|Cost of good sold                                                   | 4,345,019                                 | 2,232,666                              
|                                                                    |                                           |                                        
|Gross profit (loss)                                                 | 282,371                                   | 210,738                                
|                                                                    |                                           |                                        
|Operating expenses                                                  |                                           |                                        
|Sales and marketing                                                 | 204,028                                   | 189,288                                
|General and administrative                                          | 342,660                                   | 118,996                                
|Total operating expenses                                            | 546,688                                   | 308,284                                
|                                                                    |                                           |                                        
|Loss from operations                                                | (264,317)                                 | (97,546)                               
|                                                                    |                                           |                                        
|Other income (expense):                                             |                                           |                                        
|Interest expense                                                    | (17,206)                                  | (9,677)                                
|                                                                    |                                           |                                        
|Net loss                                                            | $                         
		(281,523)    | $                      
		(107,223)    
|                                                                    |                                           |                                        
|Basic & diluted weighted average number of common stock outstanding | 13,706,838                                | 13,117,000                             
|                                                                    |                                           |                                        
|Basic & diluted net loss per share                                  | $                               
		(0.02) | $                             
		(0.01)



---

LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



|                                | Class A Common Stock | Class B Common Stock |                  |                |                
|------------------------------- | -------------------- | -------------------- | ---------------- | -------------- | ---------------
|                                | Number of Shares     | Amount               | Number of Shares | Amount         | Paid in Capital
|Balance at January 1, 2002      | 10,867,000           | $       10,867       | -                | $      -       | $    141,133   
|                                |                      |                      |                  |                |                
|Recapitalization of the Company | 4,133,000            | 4,133                | 9,912            | 10             | (6,143)        
|                                |                      |                      |                  |                |                
|Net loss for the year           | -                    | -                    | -                | -              | -              
|                                |                      |                      |                  |                |                
|Balance at December 31, 2002    | 15,000,000           | 15,000               | 9,912            | 10             | 134,990        
|                                |                      |                      |                  |                |                
|Net loss for the year           | -                    | -                    | -                | -              | -              
|                                |                      |                      |                  |                |                
|Balance at December 31, 2003    | 15,000,000           | $       15,000       | 9,912            | $           10 | $   134,990    



---

LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



|                                                                                            | 2003                                       | 2002                                   
|------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |                                            |                                        
|Net loss                                                                                    | $                             
		(281,523) | $                          
		(107,223)
|Adjustments to reconcile net loss to net cash provided by (used in)
		operating activities: |                                            |                                        
|Depreciation and amortization                                                               | 16,886                                     | 11,464                                 
|(Increase) decrease in current assets:                                                      |                                            |                                        
|Accounts receivables                                                                        | (24,981)                                   | 3,718                                  
|Inventory                                                                                   | (243,541)                                  | -                                      
|Prepaid expenses                                                                            | -                                          | (4,026)                                
|Deposits                                                                                    | -                                          | (2,890)                                
|Increase (decrease) in current liabilities:                                                 |                                            |                                        
|Accounts payable and accrued expense                                                        | 299,400                                    | 161,276                                
|Customer deposits                                                                           | -                                          | (41,800)                               
|Total Adjustments                                                                           | 47,764                                     | 127,742                                
|Net cash provided by (used in) operating activities                                         | (233,759)                                  | 20,519                                 
|                                                                                            |                                            |                                        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |                                            |                                        
|Acquisition of property & equipment                                                         | (37,545)                                   | (7,506)                                
|                                                                                            |                                            |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |                                            |                                        
|Proceeds from notes payable                                                                 | 357,545                                    | 5,206                                  
|Refund Class B assessments                                                                  | (35,045)                                   |                                        
|Payment on notes payable                                                                    | (13,583)                                   | (12,519)                               
|Net cash provided by (used in) investing activities                                         | 308,917                                    | (7,313)                                
|                                                                                            |                                            |                                        
|NET INCREASE IN CASH & CASH EQUIVALENTS                                                     | 37,613                                     | 5,700                                  
|                                                                                            |                                            |                                        
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                                  | 5,700                                      | -                                      
|                                                                                            |                                            |                                        
|CASH & CASH EQUIVALENTS, ENDING BALANCE                                                     | $                     
		43,313            | $                       
		5,700       
|                                                                                            |                                            |                                        
|                                                                                            |                                            |                                        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                           |                                            |                                        
|                                                                                            |                                            |                                        
|Interest paid                                                                               | $                         
		2,723         | $                        
		3,677      
|Income taxes                                                                                | $                        
		-              | $                       
		4,026       

---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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 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 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
(the "Company"). Accordingly, the merger of the two companies will be recorded as a
recapitalization of Lexor, with the Lexor being treated as the continuing entity. The historical
financial statements to be presented will be those of Lexor. The continuing company has changed
its fiscal year end to December 31. The historical results for the year ended December 31, 2003
include Lexor and WSL (from the acquisition date), while the historical results for the year ended
December 31, 2002 include only Lexor.



---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



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.

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
$87,000 and $50,000 for the years ended December 31, 2003 and 2002, respectively.

Inventories

Inventories are valued at the lower of cost (determined on a weighted average basis) or market.
The Management compares the cost of inventories with the market value and allowance is made
for writing down the inventories to there market value, if lower.

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 (3-5 years) of the assets. Expenditures for maintenance and repairs are charged to expense
as incurred.

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 for the cost of disposal.  Based on its review,  the Company
believes  that,  as  of  December 31,  2003,  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.



---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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, 2003 and 2002 were $93,172 and $73,976 respectively.

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.

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 $277,643 and
$145,308, for the years ended December 31, 2003 and 2002, respectively.

Major suppliers

Two suppliers provided 55% of the materials purchased during the year ended December 31,
2003 and one customer provided 38% of the materials purchased during the year ended
December 31, 2002.  The accounts payable balance due these vendors was $0 at December 31,
2003 and 2002.

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
2003 and 2002, 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.

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.

Recent Pronouncements

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB Statement
No. 150 (FAS 150), Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. FAS 150 changes the accounting for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities (or assets in some circumstances) in the statement
of financial position. Further, FAS 150 requires disclosure regarding the terms of those
instruments and settlement alternatives. FAS 150 affects an entity's classification of the following
freestanding instruments: a) Mandatorily redeemable instruments b) Financial instruments to
repurchase an entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of its shares or other
equity instruments based solely on (i) a fixed monetary amount known at inception or (ii)
something other than changes in its own equity instruments d) FAS 150 does not apply to
features embedded in a financial instrument that is not a derivative in its entirety. The guidance in
FAS 150 is generally effective for all financial instruments entered into or modified after May 31,
2003, and is otherwise effective at the beginning of the first interim period beginning after June
15, 2003. For private companies, mandatorily redeemable financial instruments are subject to the
provisions of FAS 150 for the fiscal period beginning after December 15, 2003. The adoption of
SFAS No. 150 does not have a material impact on the Company's financial position or results of
operations or cash flows.

In December 2003, the Financial Accounting Standards Board (FASB) issued a revised
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). FIN 46R addresses
consolidation by business enterprises of variable interest entities and significantly changes the
consolidation application of consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those activities are
conducted through variable interest entities. The Company does not hold any variable interest
entities.



---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.    INVENTORIES





Inventories at December 31, 2003 totaling $243,541 comprised of purchased materials and
component parts.



4.    PROPERTIES AND EQUIPMENT



Property and equipment at December 31, 2003 consisted of the following:

|                                                | 2003          
|----------------------------------------------- | --------------
|Office equipment                                | $       
		886
|Vehicles                                        | 96,718        
|                                                | 97,604        
|Less: accumulated depreciation &
		amortization | (37,871)      
|                                                | $   59,733    
|                                                |               







Depreciation expense for the years ended December 31, 2003 and 2002 was $16,886 and
$11,464 respectively.



---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



5.    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 
|       |                       | $425,000
|       |                       |         



The notes are unsecured and bear an annual interest rate of 6% on the unpaid principal balance.
Interest expense for these notes for the years ended December 31, 2003 and 2002 is $14,494 and
$6,000, respectively.  Total accrued interest is $20,494. No interest has been paid on these notes.

6.    LONG-TERM LOANS

Long-term loans consist of:

|Loan to purchase a 2001 truck,
		secured by the vehicle, monthly payment of $905.94 through January 2006,
		interest rate of 11% |      | $    20,159
|-------------------------------------------------------------------------------------------------------------------------------- | ---- | -----------
|                                                                                                                                 |      |            
|Loan to purchase a 2003 truck,
		secured by the vehicle, monthly payments of $904.03 through June 2006,
		interest rate of 0%    |      | 27,121     
|                                                                                                                                 |      | 47,280     
|Less current portion                                                                                                             |      | (19,952)   
|                                                                                                                                 |      | $    27,328
|                                                                                                                                 |      |            
|Maturities for the years ended
		December 31:                                                                                    |      |            
|                                                                                                                                 | 2004 | $   19,952 
|                                                                                                                                 | 2005 | 21,005     
|                                                                                                                                 | 2006 | 6,323      
|                                                                                                                                 |      | $   27,328 
|                                                                                                                                 |      |            

---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



7.    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.

For federal and state income tax purposes, the Company has available net operating loss
carryforwards of approximately $137,000 as December 31, 2003. 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, 2003   |  | December 31, 2002 
|-------------------------------- | ------------------- |  | ------------------
|                                 |                     |  |                   
|Net operating loss carryforwards | $     
		55,400     |  | $    
		59,400    
|Warranty reserve                 | 94,700              |  | 50,200            
|Unpaid liabilities               | 112,400             |  | 68,300            
|Allowance for doubtful accounts  | 30,400              |  | 18,000            
|                                 | 292,900             |  | 195,900           
|Valuation Allowance              | (292,900)           |  | (195,900)         
|Net deferred taxes               | $              
		- |  | $             
		-
|                                 |                     |  |                   







Income tax expense (benefit) for the years ended December 31, 2003 and 2002 is summarized as
follows:

|                             | 2003                   |  | 2002                 
|---------------------------- | ---------------------- |  | ---------------------
|Current:                     |                        |  |                      
|Federal                      | $          
		2,700    |  | $       
		12,000    
|State                        | 1,300                  |  | 5,100                
|Deferred taxes               | (101,000)              |  | (46,800)             
|Valuation Allowance          | 97,000                 |  | 29,700               
|Income tax expense (benefit) | $                 
		- |  | $                
		-
|                             |                        |  |                      

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, 2003 |  | December 31, 2002
|-------------------------------------------------- | ----------------- |  | -----------------
|                                                   |                   |  |                  
|Tax expense (credit) at statutory
		rate - federal | (34.0%)           |  | (34.0%)          
|State tax expense (credit) net of
		federal tax    | (4.6)             |  | (4.6)            
|Graduated federal rate                             | 4.2               |  | 11.0             
|Valuation allowance                                | 34.4              |  | 27.6             
|Tax expense at actual rate                         | -                 |  | -                
|                                                   |                   |  |                  

---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



8.    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, 2003, 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
15,000,000 shares is fully paid and non-assessable.

Class B Common Stock

At December 31, 2003, 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
9,911 shares is assessable, provided however, that any assessments levied upon Class B shares
are considered as contributions to capital and must be repaid from net profits before dividends
are declared or paid to any 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. At December 31, 2003, the Company had $35,045 of contributed capital
from assessments on Class B shares which have been classified as accrued expenses in the
accompanying financial statements.

Stock issuance

Pursuant to the merger agreement (note 1), WSL 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.



9.    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, 2003, the 650,000 shares of Class A Common
Stock reserved for issuance under the Plan had been issued.



10.    COMMITMENTS
AND CONTINGENCIES



Lease



May 1, 2002, the Company entered into a two-year lease for warehouse/manufacturing space in
Baltimore, Maryland. Total rental expense under this lease was $34,680 and $28,190 for the
years 2003 and 2002, 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:

|2004 | $  62,696
|---- | ---------
|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 past
three years.  The Company has accrued $269,891 as a payroll tax liability
as of December 31, 2003.  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, 2003.

---

LEXOR HOLDINGS,
INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



11.    BASIC AND DILUTED NET LOSS PER SHARE



Basic and diluted net loss per share for the twelve-month period ended December 31, 2003 and
2002 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.



12.    GOING CONCERN



The Company's consolidated financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. However, the Company has
accumulated deficit of $847,341 at December 31, 2003. The Company's total liabilities
exceeded the total assets by $732,386 as of December 31, 2003. In view of the matters described
above, recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the Company, which in
turn is dependent upon the Company's ability to raise additional capital, obtain financing and to
succeed in its future operations. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken various steps to revise its operating and financial requirements, which it
believes are sufficient to provide the Company with the ability to continue on in the subsequent
year. Management devoted considerable effort during the year ended December 31, 2003,
towards management of liabilities and improving the operations. In 2003, management loaned
the company $325,000 for working capital requirements. Management believes that the above
actions will allow the Company to continue its operations through the next fiscal year.



---



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



(a)(1) Previous Independent Accountant



(i) On October 3, 2003 the board of directors of the Registrant received and accepted the
resignation of DeCoria, Maichel & Teague, P.S. as its independent accountants. DeCoria,
Maichel & Teague, P.S. audited the Registrant's financial statements for its fiscal years ended
September 30, 2000, 2001 and 2002.



(ii) The audit report of DeCoria, Maichel & Teague, P.S. dated December 4, 2001 (except for
notes 6 and 8 which were dated January 4, 2002) on the financial statements of the Registrant
included in the Registrant's Forms-10-KSB for the years ended September 30, 2000 and 2001,
filed on November 1, 2002 and December 20, 2002, respectively, and the audit report dated
December 5, 2002 included in the Registrant's Form-10-KSB filed on December 20, 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 DeCoria, Maichel & Teague, P.S. was based upon
their resignation. New management has determined to engage the accounting firm of Kabani &
Company, Inc., Fountain Valley, CA as the Registrant's new independent accountants to conduct
the audit for its fiscal year ended September 30, 2003.



(iv) During the audit of the Company's financial statements for the fiscal years ended September
30, 2002 and 2001 and any subsequent interim period through the date of the resignation of
DeCoria, Maichel & Teague, P.S., 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 DeCoria,
Maichel & Teague, P.S., as described in Items 304 (a) (1) (iv) and (v) of Regulation S-K,
respectively. (v) The Registrant has requested that DeCoria, Maichel & Teague, P.S. 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.



(v) The Registrant has requested that DeCoria, Maichel & Teague, P.S. furnish it with a letter
addressed to the Securities and Exchange Commission stating whetherit 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 Kabani & Company, Inc. as
its independent accountant to audit the Registrant's financial statements for its fiscal year ended
September 30, 2003.



(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.

---



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 | 37  | President, Chairman
		since September 2003
|Henry D. Fahman  | 50  | Director since
		September 2003           
|Nicholas La      | 27  | Secretary since
		October 2003            
|Ha T. Nguyen     | 33  | Treasurer since
		October 2003            

At a board meeting on September 29, 2003 duly held and called, Jonathan Nguyen and Tina Phan
were elected to the board of directors by majority vote of the board of directors. 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. At the board meeting
on October 1, 2003, Thomas J. Craft, Jr., Richard Rubin and Ivo Heiden submitted their
resignation as officers and directors of the Company and Mr. Nguyen and Ms. Phan also
submitted their resignation as directors of the Company. The current board of directors of the
Company consists of Christopher Long, Chairman and Henry Fahman.



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

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.



|Name                                                                | Beneficial Owner of
		class of Securities (%) (1)
|------------------------------------------------------------------- | -------------------------------------------------
|Christopher Long, Chief Executive
		Officer, President and Chairman | 59.11% of Class A                                
|Ha T. Nguyen, Treasurer                                             | 13.33% of Class A                                
|Providential Capital                                                | 10.00% of Class A                                

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                     
|Nicholas La, Secretary      | 2003                               | $48,000                   | 0                      | 0                     
|Ha T. Nguyen, Treasurer     | 2003                               | 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, 2003, 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  | 59.11% of Class A     
|Ha T. Nguyen, Treasurer
		1621 Cole Street,
		Baltimore, MD 21223                    | 2,000,000 Class A, Non-assessable Shares  | 13.33% of Class A     
|All Executive Officer
		and Directors as a Group                                     | 10,867,000, Non Assessable Shares         | 72.45% of Class A     

(1) Based upon 15,000,000 shares of Class A Non-Assessable Common Stock and 9,912 shares
of Class B Assessable Common Stock issued as of December 31, 2003.

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 Officer

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

32.1                                     Section 1350 Certification
of Chief Executive Officer

32.2                                     Section 1350 Certification of Chief Financial Officer



(b) Form 8-K filed.



October 7, 2003 - Merger agreement, change of accountants, resignation of directors.



December 31, 2003 - Change of year end.



Item 14. 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.



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: January 12,
2005



By: /s/ Christopher Long

Christopher Long, President and a Director



By: /s/ Nicholas La

Nicholas La, Corporate Secretary



By: /s/ Henry Fahman

Henry Fahman, Director



By: /s/ Ha T. Nguyen

Ha T,. Nguyen, Treasurer

---

Exhibit 31.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Christopher Long, President and Director of
	Lexor Holdings, Inc. ("Company"), certify that:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                      
|2.                                                                                                                                                                                                                                                      
|3.                                                                                                                                                                                                                                                      
|4.                                                                                                                                                                                                                                                      
|5.                                                                                                                                                                                                                                                      

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: January 12, 2005 | /s/ Christopher Long                     
|---------------------- | -----------------------------------------
|                       | Christopher Long,  President and Director
|                       |                                          

---

Exhibit 31.2



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Ha T. Nguyen, Treasurer and Director of
	Lexor
	Holdings, Inc. ("Company"), certify that:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                   
|2.                                                                                                                                                                                                                                                   
|3.                                                                                                                                                                                                                                                   
|4.                                                                                                                                                                                                                                                   
|5.                                                                                                                                                                                                                                                   

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: January 12, 2005 | /s/ Ha T. Nguyen                     
|---------------------- | -------------------------------------
|                       | Ha T. Nguyen,  Treasurer and Director
|                       |                                      

---

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. on Form 10-KSB/A for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Christopher Long, President and Chairman of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (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 result of
operations of the Company.

/s/ Christopher Long

Christopher Long

President and Chairman

January 12, 2005



---

Exhibit 32.2

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. on Form 10-KSB/A for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Tam Bui, Treasurer and Director of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (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 result of
operations of the Company.

/s/ Ha T. Nguyen

Ha T. Nguyen

Treasurer and Director

January 12, 2005