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, 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 [  ].

1

---



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.



On March 31, 2005 Company cancelled the merger agreement with Lexor International, Inc. Cancellation of the agreement results in cancellation of 10,867,000 shares of its Class A common stock  issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long.



The 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.





2

---





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



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





3

---



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 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. 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. The Companys shareholders at a special meeting on August 16, 2002 ratified this agreement.



On September 24, 2003 the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary Western Silver-Lead Corporation, a Florida corporation whereby each shareholder of the Idaho corporations Class A  common stock, par value $0.001, received one share of common stock, par value $0.001, of the Florida corporation and each shareholder of the Idaho corporations Class B common stock, par value $0.001, received one share of Class B common stock, par value $0.001 of the Florida corporation. The merger was between the parent and the subsidiary corporation and the parent was not the surviving corporation.

4

---



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



On March 31, 2005, the Company entered into a rescission agreement with Lexor International, Inc. to terminate the agreement of Merger, whereby the Company would cancel 10,870,000 shares of class A common stock issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long, and pay Christopher Long $250,000. Lexor would assume any and all liabilities associated with its pedicure spa business.



Lexor Holdings, Inc.s management views the rescission as a divestiture/discontinuance of a business.  Management has viewed the spa operations as unprofitable and has decided to seek merger opportunities with another company.

Future Direction of the Company



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)



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



Following the divestiture of its pedicure spa business, the Companys headquarters have been relocated to 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647.



Item 3. Legal Proceedings

None



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

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



5

---

PART II



Item 5. Market for Common Equity and Related Stockholder Matters



The Registrant's Class A Non-Assessable Common Stock was quoted by Over the Counter Bulletin Board under the symbol LXRHE at the time the 10KSB Form for the period ended December 31, 2004 was filed in May 2005 while Class B Assessable Common stock was not traded. From 1/24/2005 to 3/02/2005, the Registrant's Class A Non-Assessable Common Stock was quoted on the Pink Sheet Quotation System under the symbol LXRH. The 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

6

---



(B) Shareholders:



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:



During the year ended December 31, 2004 the Companys operations were limited to Lexor Holdings, Inc. public shell. The Companys business for the period ended December 31, 2003 included the consolidation of Lexor International, Inc. pedicure spa operations.



Liquidity and Capital Resources

As of December 31, 2004, the Company had no cash. The company was looking for a merger and acquisition candidate.



The Company has incurred an accumulated deficit as of December 31, 2004 of $390,403.

Item 7.  Financial Statements



Index to Consolidated Financial Statements:



Independent Auditors' Report 2004

Independent Auditors' Report 2003

Balance Sheet, December 31, 2004

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

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

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

Notes to Financial Statements

7

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors

Lexor Holdings, Inc.



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



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 financial statements referred to above present fairly, in all material respects, the financial position of Lexor Holdings, Inc. 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 31, 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 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

January 12, 2006

8

---



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

9

---







|                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------
|LEXOR HOLDINGS, INC.                                                                                             
|(formerly WESTERN SILVER-LEAD CORPORATION)                                                                       
|BALANCE SHEET                                                                                                    
|December 31, 2004                                                                                                
|                                                                                                                 
|                                                                                                                 
|ASSETS:                                                                                                          
|                                                                                                                 
|Current Assets:                                                                                                  
|Cash                                                                                                             
|Prepaid expenses                                                                                                 
|Total Current Assets                                                                                             
|                                                                                                                 
|Property and Equipment:                                                                                          
|Furniture and fixtures                                                                                           
|Machinery and equipment                                                                                          
|                                                                                                                 
|Less accumulated depreciation                                                                                    
|Net Fixed Assets                                                                                                 
|                                                                                                                 
|Assets held for sale                                                                                             
|                                                                                                                 
|TOTAL ASSETS                                                                                                     
|                                                                                                                 
|LIABILITIES AND STOCKHOLDERS' DEFICIT:                                                                           
|                                                                                                                 
|Current Liabilities:                                                                                             
|Liabilities held for sale                                                                                        
|Notes payable - current portion                                                                                  
|Total Current Liabilities                                                                                        
|                                                                                                                 
|Long-Term Liabilities:                                                                                           
|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,                                                            
|Class B Common stock, assessable, $0.001 par value, 10,000 shares authorized, 9,958 shares issued and outstanding
|                                                                                                                 
|Additional paid-in capital                                                                                       
|Retained deficit                                                                                                 
|Total Stockholders' Deficit                                                                                      
|                                                                                                                 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                      

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



10

---







|LEXOR HOLDINGS, INC.                      
|------------------------------------------
|(formerly WESTERN SILVER-LEAD CORPORATION)
|STATEMENT OF OPERATIONS                   
|YEAR ENDED DECEMBER 31, 2004              



|                                         |  |                         
|---------------------------------------- |  | ------------------------
|SALES                                    |  | $                      0
|                                         |  |                         
|COST OF GOODS SOLD                       |  | 0                       
|                                         |  |                         
|GROSS PROFIT                             |  | 0                       
|                                         |  |                         
|OPERATING EXPENSES:                      |  |                         
|Sales and marketing                      |  | 0                       
|General and administrative               |  | 0                       
|Consultant fees                          |  | 0                       
|Total Operating Expenses                 |  | 0                       
|                                         |  |                         
|Loss from Operations                     |  | 0                       
|                                         |  |                         
|OTHER INCOME (EXPENSES)                  |  |                         
|Other income                             |  | 0                       
|Interest expense                         |  | 0                       
|                                         |  | 0                       
|                                         |  |                         
|Net loss before discontinuing operations |  | 0                       
|                                         |  |                         
|Loss from discontinued operations        |  | (2,668,094)             
|                                         |  |                         
|NET INCOME (LOSS)                        |  | $  (2,668,094)          
|                                         |  |                         
|Weighted average number of               |  |                         
|shares outstanding                       |  | 15,815,035              
|                                         |  |                         
|Basic and diluted net loss per share     |  | $                  (.20)
|                                         |  |                         

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





11

---





|LEXOR HOLDINGS, INC.                      
|------------------------------------------
|(formerly WESTERN SILVER-LEAD CORPORATION)
|STATEMENT OF STOCKHOLDERS' DEFICIT        
|FOR THE YEAR ENDED DECEMBER 31, 2004      
|                                          
|                                          
|                                          
|                                          
|                                          
|Balance - September 30, 2002              
|                                          
|Net loss                                  
|Balance - December 31, 2002               
|                                          
|Stock issued for acquisition              
|Stock issued for services                 
|Stock issued for services                 
|Rounding                                  
|Net Loss                                  
|Balance  December 31, 2003               
|                                          
|Stock issued for services                 
|Net Loss                                  
|Balance  December 31, 2004               

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



12

---





|LEXOR HOLDINGS, INC.
(formerly WESTERN SILVER-LEAD CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2004
|----------------------------------------------------------------------------------------------------------------------------
|Net Income (Loss)                                                                                                           
|Adjustments to reconcile net loss to net cash                                                                               
|Used in operating activities                                                                                                
|Depreciation/amortization                                                                                                   
|Warranty reserve                                                                                                            
|Payroll liabilities                                                                                                         
|Accrued interest                                                                                                            
|Changes in assets and iabilities                                                                                            
|Decrease (increase) in accounts receivable                                                                                  
|Decrease (increase) in inventory                                                                                            
|(Increase) in deposits                                                                                                      
|Inter company adjustment                                                                                                    
|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                                                                                                                  

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

13

---



LEXOR HOLDINGS, INC.

(formerly WESTERN SILVER-LEAD CORPORATION)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004



1.    DESCRIPTION OF BUSINESS



Lexor Holdings, Inc., formerly Western Silver-Lead Corporation, (the "Company" or WSL) is a Florida corporation 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 had 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 was 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.



On September 24, 2003 the parent Western Silver-Lead Corporation, an Idaho corporation, merged into the wholly-owned subsidiary Western Silver-Lead Corporation, a Florida corporation whereby each shareholder of the Idaho corporations Class A common stock, par value $0.001, received one share of common stock, par value $0.001, of the Florida corporation and each shareholder of the Idaho corporations Class B common stock, par value $0.001, received one share of Class B common stock, par value $0.001 of the Florida corporation. The merger was between the parent and the subsidiary corporation and the parent was not the surviving corporation.



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. On October 1, 2003, the Company changed its name to Lexor Holdings, Inc. On October 3, 2003 the board of directors of the Company resigned and Christopher Long was appointed as the new president of the Company.



On March 31, 2005 Company cancelled the merger agreement with Lexor International, Inc. Cancellation of the agreement results in cancellation of 10,867,000 shares of its class A common stock issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long, and the discontinuation of the pedicure spa business.



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 $3,515,435 at 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.



14

---



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. At December 31, 2004 the Company had no cash or cash equivalent.



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. At December 31, 2004 the Company had no accounts receivables.



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. At December 31, 2004 the Company had no property and equipment.



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. At December 31, 2004 the Company had not earned or recognized any revenue.



15

---



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.



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 the year ended December 31, 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.



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.    DISCONTINUED OPERATIONS



On September 29, 2003 the Company entered into an Agreement of Merger with Lexor International, Inc, ("Lexor") a Maryland corporation, which specializes in the pedicure spa business. On March 31, 2005, the Company entered into a rescission agreement with Lexor International, Inc. to terminate the Agreement of Merger, whereby the Company would cancel 10,870,000 shares of class A common stock issued to Christopher Long and Ha Nguyen, the spouse of Christopher Long, and pay Christopher Long $250,000 and International would assume any and all liabilities pertaining to the spa business and all its pre-merger assets.



The consolidated financial statements have been restated to present the spa business operations as a discontinued operation.



16

---





Operating results of discontinued operations were as follows:





Statement of Operations Data

2004

2003



Net Sales

$7,887,783

$4,627,390

Loss from discontinuing

Spa operations

(2,668,094)

(281,523)



Diluted loss per share

From discontinued operations

$(0.17)



$(0.02)



For financial reporting purposes, the net assets of the Companys discontinued operations held for sale have been classified in Other assets in 2004 and 2003 and consisted of the following:



The major classes of assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2004 and 2003 are as follows:



Assets and Liabilities of Discontinued Operations

2004



2003



Cash and cash equivalents

$36,866

$43,313

Accounts receivable -net

252,194                54,174

Inventories

0              243,541

Fixed assets  net

69,843                59,733

Other assets

8,000                6,916

Total Assets

366,903              407,677

Liabilities:

Accounts payable

275,736               41,755

Accrued liabilities

786,139             626,028

Other current liabilities

227,862               19,952

Long-term debt

462,346             452,328

Total Liabilities

1,752,083           1,140,063

Net assets of discontinued operations held for sale     $(1,385,180)         $(732,386)



17

---

4.    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 $3,515,435 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 | $3,515,435       
|Warranty reserve                 | 0                
|Unpaid liabilities               | 0                

|Allowance for doubtful accounts | 0                
|------------------------------- | -----------------
|                                | 3,515,435        
|Valuation Allowance             | 3,515,435        
|Net deferred taxes              | $               -
|                                |                  



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

|                             | 2004         
|---------------------------- | -------------
|Current:                     |              
|Federal                      | $           0
|State                        | 0            
|Deferred taxes               | 0            
|Valuation Allowance          | 0            
|Income tax expense (benefit) | $           0
|                             |              



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                       | -                 | 
|                                                 |                   | 

18

---

6.    STOCKHOLDERS' EQUITY



The authorized common stock has been divided into two classes known as "Common Stock,  or Class A Non-assessable Common Stock lass A" and "Class B Assessable Common Stock.



Common Stock ( Class A)



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. 10,867 common shares of A class stock has to be cancelled per cancellation of merger agreement.



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

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.



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.



The 2003 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



Rental Lease



Following the divestiture of its pedicure spa business, the Company leases its administrative offices at 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647



9.    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

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.

19

---



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. 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. 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.



10. 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 the Company 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 has issued 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.

20

---



Stock Purchase Agreement



On June 30, 2005, the Company entered into a Stock Purchase Agreement with Jeantex, Inc., a California corporation. Pursuant to the Stock Purchase Agreement, the Company issued 20,000,000 shares of its Class A common stock to Jeantex, Inc.'s shareholder  in exchange for all the issued and outstanding shares of the Jeantex, Inc.s common stock. Subsequently the name of Lexor Holdings, Inc. was changed to Jeantex Group, Inc. on July 1, 2005.



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.



21

---



(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 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.

22

---



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.



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.

23

---



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    
|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                     



24

---



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   
|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.

25

---

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(i) 3

Articles of Amendment to the Articles of Incorporation of Western

Silver-Lead Corporation, dated September 29, 2003, filed on May 03,

2006 as Exhibit 3(i) 3 to the Companys Form 10KSB for the year

ended December 31, 2005.



3(i) 4

Articles of Amendment to the Articles of Incorporation of Lexor

Holdings, dated June 29, 2005, filed on May 03, 2006 as Exhibit 3(i) 4 to

the Companys Form 10KSB for the year ended December 31, 2005.



3(ii)1                       By-laws, as amended, filed as Exhibit 3(b) to the Company's Form

10 K for the year ended September 30, 1983.



3(ìi) 2

By-laws, as amended, filed on May 03, 2006 as Exhibit 3(ii) 2 to the

Companys Form 10KSB for the year ended December 31, 2005.



10(i)1                      Asset Purchase Agreement between the Company and WSL, LLC,

filed as Exhibit D to the Company's Definitive Proxy Statement on

Schedule 14A, filed on May 22, 2002.



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

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.



26

---



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.



27

---



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: July 19, 2006



By: /s/ Henry D. Fahman

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

28

---



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: July 19, 2006



/s/ Henry Fahman

Henry Fahman

Interim Chief Executive/Financial Officer

29

---



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: July 19, 2006

/s/ Henry Fahman

Henry Fahman

Interim Chief Executive/Financial Officer

30