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 Incorporation or Organization)				(I.R.S. Employer 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 March 15, 2005, there were 22,104,804 shares of the Registrant's common stock outstanding.

MAJESCO HOLDINGS INC. AND SUBSIDIARIES
JANUARY 31, 2005 QUARTERLY REPORT ON FORM 10-Q
INDEX

Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements:

Condensed Consolidated Balance Sheet as of January 31, 2005 (unaudited) and October 31, 2004

3

Condensed Consolidated Statement of Operations for the three months ended January 31, 2005 and 2004 (unaudited)

4

Condensed Consolidated Statement of Cash Flows for the three months ended January 31, 2005 and 2004 (unaudited)

5

Condensed Consolidated Statement of Stockholders' Equity for the three months ended January 31, 2005 (unaudited)

6

Notes to Condensed Consolidated Financial Statements (unaudited)

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

20

Item 4.

Controls and Procedures

21

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

21

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3.

Defaults Upon Senior Securities

22

Item 4.

Submission of Matters to a Vote of Security Holders

22

Item 5.

Other Information

22

Item 6.

Exhibits

22

SIGNATURES

23

CERTIFICATIONS

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

				January 31, 2005				October 31, 2004
				(unaudited)
ASSETS
Current assets
Cash and cash equivalents				$	54,548			$	4,170
Due from factor					9,061				9,491
Inventory					8,455				12,755
Capitalized software development costs and prepaid license fees - current portion					15,357				10,574
Prepaid expenses					2,143				831
Total current assets					89,564				37,821
Property and equipment - net					765				798
Capitalized software development costs and prepaid license fees					9,093				4,952
Other assets					536				381
Total assets				$	99,958			$	43,952
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses				$	22,667			$	19,985
Inventory financing payable					540				6,750
Advances from customers					2,043				2,171
Total current liabilities					25,250				28,906
Dividend payable in common stock					—				1,261
Commitments and contingencies
Stockholders' equity
Common stock - $.001 par value; 250,000,000 shares authorized; 22,104,804, and 15,403,704 issued and outstanding at January 31, 2005 and October 31, 2004, respectively					22				15
Additional paid in capital					90,503				29,194
Accumulated deficit					(15,788	)			(15,388	)
Accumulated other comprehensive loss					(29	)			(36	)
Total stockholders' equity					74,708				13,785
Total liabilities and stockholders' equity				$	99,958			$	43,952

See accompanying notes

3

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MAJESCO HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands, except share amounts)

				Three Months Ended January 31,
				2005				2004
				(unaudited)
Net revenues				$	30,719			$	24,619
Cost of sales
Product costs					16,724				15,191
Software development costs and license fees					3,030				1,932
Total cost of sales					19,754				17,123
Gross profit					10,965				7,496
Operating expenses
Research and development					814				574
Selling and marketing					5,276				2,798
General and administrative					2,153				1,685
Non-cash compensation					465				—
Depreciation and amortization					287				90
Total operating expenses					8,995				5,147
Operating income					1,970				2,349
Other non-operating expenses
Interest expense and financing costs					734				635
Unrealized loss on foreign exchange contract					69				315
Merger costs					—				342
Income before income taxes					1,167				1,057
Provision for income taxes					467				—
Net income					700				1,057
Fair value charge for warrants exercised at discount					1,100				—
Net income (loss) attributable to common stockholders				$	(400	)		$	1,057
Net income (loss) attributable to common stockholders per share
Basic				$	(0.02	)		$	0.25
Diluted