UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Majesco Holdings Inc.

(Exact name of registrant as specified in its charter)

DELAWARE				606-1529524
(State or Other Jurisdiction of				(I.R.S. Employer
Incorporation or Organization)				Identification No.)

160 Raritan Center Parkway, Edison, NJ 08837
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (732) 225-8910

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes                   No   

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes                   No   

As of September 13, 2004, there were 80,995,930 shares of the registrant's Common Stock outstanding.

MAJESCO HOLDINGS INC. AND SUBSIDIARIES
JULY 31, 2004 QUARTERLY REPORT ON FORM 10-Q
INDEX

								Page
PART I – FINANCIAL INFORMATION
Item 1.				Financial Statements:
				Consolidated Balance Sheet as of July 31, 2004 (unaudited) and October 31, 2003					2
				Consolidated Statement of Operations and Comprehensive income (loss) for the three and nine months ended July 31, 2004 and 2003 (unaudited)					3
				Consolidated Statement of Cash Flows for the nine months ended July 31, 2004 and 2003 (unaudited)					4
				Consolidated Statement of Stockholders' Deficiency for the nine months ended July 31, 2004 (unaudited)					5
				Notes to Consolidated Financial Statements (unaudited)					6
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					14
Item 3.				Quantitative and Qualitative Disclosures about Market Risk					22
Item 4.				Controls and Procedures					22
PART II – OTHER INFORMATION
Item 1.				Legal Proceedings					24
Item 2.				Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities					24
Item 3.				Defaults Upon Senior Securities					24
Item 4.				Submission of Matters to a Vote of Security Holders					24
Item 5.				Other Information					24
Item 6.				Exhibits and Reports on Form 8-K					24
SIGNATURES
CERTIFICATIONS

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PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

MAJESCO HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)

				July 31, 2004				October 31, 2003
				(unaudited)
ASSETS
Current assets
Cash and cash equivalents				$	336			$	314
Due from factor – net					7,499				596
Inventory of finished goods					4,751				10,995
Capitalized software development costs and prepaid license fees – current portion					10,221				3,794
Prepaid expenses					1,298				981
Total current assets					24,105				16,680
Property and equipment – net					768				855
Capitalized software development costs and prepaid license fees					1,000				—
Other assets					286				76
Total assets				$	26,159			$	17,611
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued expenses				$	7,080			$	8,155
Accrued royalties payable					5,599				—
Accrued taxes					968				—
Due to financing company					—				3,066
Advances from customers					1,931				11,624
Settlement obligations – current portion					—				4,000
Loans payable – shareholders – current portion					—				562
Advance from officer					—				200
Total current liabilities					15,578				27,607
Settlement obligations – net of current portion					—				2,710
Capital lease obligations – net of current portion					—				24
Loans payable – shareholders – net of current portion					—				3,000
Warrant liability					51,081				—
Commitments and contingencies
Stockholders' deficiency:
Common stock - $.001 par value; 250,000,000 shares authorized; 80,995,930 shares issued and outstanding; (40,000,000 shares authorized, 15,325,000 issued and outstanding at October 31, 2003)					81				15
Series A Convertible Preferred stock - $.001 par value; 1,000,000 shares authorized; 925,000 shares issued and outstanding at October 31, 2003					—				1
7% Convertible Preferred Stock - $.001 par value; 3,000 shares authorized; 2,683 issued and outstanding at July 31, 2004					—				—
Additional paid in capital					(12,361	)			284
Accumulated deficit					(28,174	)			(16,012	)
Accumulated other comprehensive (loss)					(46	)			(18	)
Total stockholders' deficiency					(40,500	)			(15,730	)
Total liabilities and stockholders' deficiency				$	26,159			$	17,611

See notes to consolidated financial statements.

2

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MAJESCO HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except for share and per share amounts)

				Three months Ended July 31								Nine Months Ended July 31
				2004				2003				2004				2003
				(unaudited)
Net revenues				$	33,971			$	3,995			$	75,639			$	31,139
Cost of sales
Product costs					19,330				2,304				44,542				15,059
Software development costs and licenses fees					7,562				156				11,086				4,604
					26,892				2,460				55,628				19,663
Gross profit					7,079				1,535				20,011