Gex Management, Inc 10-K for FY2023

Gex Management, Inc. (GXXM)

10-K 2024-04-25 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Gex Management, Inc filed this 10-K on April 25, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.1M; down 10.4% from $2.34M a year earlier
Net income: $400.29K; down 99.1% from net income of $43.57M a year earlier
Diluted EPS: $0.00; compared with $0.04 a year earlier

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Large Accelerated Filer	☐	Accelerated Filer	☐

Non-Accelerated Filer	☐	Smaller Reporting Company	☒

Emerging growth company	☒

	PART I

Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	10
Item 2.	Description of Properties	10
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9A.	Controls and Procedures	35
Item 9B.	Other Information	35

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	36
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	40
Item 13.	Certain Relationship and Related Transactions and Director Independence	40
Item 14.	Principal Accounting Fees and Services	40

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	41

	■	our ability to execute our business plans or growth strategy;
	■	the nature of investment and acquisition opportunities we are pursuing, and the successful execution of such investments and acquisitions;
	■	our ability to successfully integrate acquired businesses and realize synergies;
	■	variations in our results of operations;
	■	our ability to accurately forecast the revenue under our contracts;
	■	competition for our services;
	■	our failure to maintain a high level of client retention or the unexpected reduction in scope or termination of key contracts with major clients;
	■	client dissatisfaction, our non-compliance with contractual provisions or regulatory requirements;
	■	our inability to manage our relationships with our clients;
	■	pending or threatened litigation;
	■	unfavorable outcomes in legal proceedings;
	■	our ability to generate sufficient cash to cover our interest and principal payments under our note payable, or to borrow or use credit;
	■	unexpected changes in tax laws, regulations or guidance and unexpected changes in our effective tax rate; and
	■	the market price of our common stock.

	●	Industry Expertise: GEX Management has developed deep expertise in several industries, including technology, healthcare, niche manufacturing, industrials energy, and more. This expertise enables the company to understand the unique challenges and opportunities facing businesses in these industries, and to provide tailored solutions that drive value creation.
	●	Data-Driven Approach: GEX Management uses AI based data-driven analysis to identify opportunities for value creation in its clients’ businesses. This includes analyzing financial and operational data to identify areas for improvement, and developing strategies to drive growth and profitability.
	●	Operational Expertise: GEX Management has a team of experienced consultants with a strong background in operational management. This expertise enables the company to provide practical solutions that address operational inefficiencies and improve overall performance.
	●	Network of Strategic Partners: GEX Management has developed a network of strategic partners, including technology vendors, service providers, and other consulting firms. This network enables the company to provide comprehensive solutions to its clients, leveraging the expertise of its partners as needed.
	●	Culture of Innovation: GEX Management fosters a culture of innovation, encouraging its consultants to think creatively and develop new solutions to meet its clients’ needs. This approach enables the company to stay ahead of industry trends and provide cutting-edge solutions to its clients.

	●	Scalability: The AI-powered platform will enable GEX Management to scale its operations more efficiently and effectively. By automating many of its operational processes and leveraging advanced data analytics, the company will be able to handle a larger volume of clients and projects without significantly increasing its staffing levels.
	●	Competitive Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms. This will enable the company to attract new clients and expand its business more quickly than its competitors.
	●	Market Demand: There is a strong market demand for AI-powered solutions in the consulting industry. By developing a proprietary platform that leverages advanced AI and data analytics, GEX Management is positioning itself to capitalize on this demand and capture a larger share of the market.
	●	Value Proposition: The AI-powered platform will enable GEX Management to provide more efficient, customized, and accurate solutions to its clients. This will enhance the company’s value proposition and position it as a leader in the industry, driving further growth and expansion.

	●	Debt restructuring: GEX Management has restructured its debt to reduce the amount of outstanding debt and lower the interest rate, resulting in lower interest expense and improved cash flow.
	●	Expense reduction: The company has implemented cost-cutting measures to reduce expenses and improve profitability, such as renegotiating contracts and reducing non-essential expenses.
	●	Asset divestiture: GEX Management has sold non-core assets to generate cash and reduce debt.
	●	Improved collections: The company has improved its collections process to ensure timely payment of receivables and reduce outstanding balances.

	●	Focus on High-Value Services: We focus on providing high-value consulting services that help our clients achieve their strategic objectives. By focusing on these high-value services, we are able to differentiate ourselves from our competitors and provide our clients with unique insights and expertise.
	●	Leverage Technology: We are constantly exploring new technologies and tools that can help us provide better and more efficient consulting services to our clients. This includes developing our own proprietary AI-powered platform that can be used to enhance our existing consulting offerings and provide clients with additional insights and value.
	●	Partner with Private Equity Firms: We have developed a strong reputation as a trusted partner to private equity firms seeking to enhance the performance of their portfolio companies. By partnering with these firms, we are able to leverage their deep industry expertise and resources to provide our clients with additional value and insights.

	●	Expand our Geographic Reach: We are constantly exploring opportunities to expand our geographic reach and enter new markets. This includes opening new offices in strategic locations and developing partnerships with local firms to provide our clients with on-the-ground expertise and insights.
	●	Attract and Retain Top Talent: Our success depends on our ability to attract and retain top talent. We have developed a strong culture that emphasizes collaboration, innovation, and continuous learning, and we offer competitive compensation packages and career advancement opportunities to our employees.

Quarter Ended	March 31,		June 30,		September 30,		December 31,

Fiscal Year 2023
High	$	0.0015	$	0.0012	$	0.0003	$	0.0002
Low	$	0.0002	$	0.0001	$	0.0001	$	0.0001

Fiscal Year 2022
High	$	0.1800	$	0.0180	$	0.0112	$	0.0044
Low	$	0.0050	$	0.0040	$	0.0012	$	0.0003

	2023			2022
Net cash used in operating activities	$	(52,870	)	$	(237,945	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		-			55,000
Net increase(decrease) in cash and cash equivalents	$	(52,870	)	$	(182,945	)

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	19
Consolidated Balance Sheets as of December 31,2023 and 2022	20
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	21
Consolidated Statement of Changes in Shareholders’ Deficit for the Years Ended December 31,2023 and 2022	22
Consolidated Statements of Cash Flows for the Years Ended December 31,2023 and 2022	23
Notes to the Consolidated Financial Statements for the Years Ended December 31,2023 and 2022	24

	December 31, 2023			December 31, 2022
	As of
	December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	18,173		$	71,043
Accounts receivable, net		480,987			399,640
Total Current Assets		499,160			470,683

Non-Current Assets		-			-

TOTAL ASSETS	$	499,160		$	470,683

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	49,959		$	46,458
Related party payables		2,419			-
Accrued liabilities		1,421,437			910,793
Litigation liabilities		556,655			534,655
Convertible notes payable, net		1,881,495			2,026,145
Derivative liability		292,722			1,226,024
Line of credit - related party		483,677			483,677
Total Current Liabilities		4,688,364			5,227,752

Non-Current Liabilities		-			-

Total Liabilities		4,688,364			5,227,752

Commitments and Contingencies (Note 7)		-			-

Stockholders’ (Deficiency):
Series A1 Voting Preferred Stock, $0.001 par value; 800,000 shares authorized, 800,000 issued and outstanding as of each, December 31, 2023 and 2022.		800			800
Common stock, $0.00001 par value, 100,000,000,000 shares authorized, 2,297,512,885 and 589,068,581 issued and outstanding as of December 31, 2023 and 2022, respectively.		22,975			5,891
Additional paid-in capital		13,287,121			13,136,627
Accumulated deficit		(17,500,100	)		(17,900,387	)
Total Stockholders’ (Deficiency)		(4,189,204	)		(4,757,069	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)	$	499,160		$	470,683

	2023			2022
	Year Ended December 31,
	2023			2022

Staffing and consulting revenues	$	1,863,545		$	1,866,479
Consulting revenues - related party		232,000			472,500
Total revenues		2,095,545			2,338,979

Cost of staffing and consulting revenues		(1,216,674	)		(1,046,649	)
Cost of consulting revenues - related party compensation		(150,000	)		(187,594	)
Total cost of revenues		(1,366,674	)		(1,234,243	)

Gross Profit		728,871			1,104,736

Operating Expenses:
Selling, general and administrative		709,639			935,521
Compensation - related party		100,000			135,062
Total Operating Expenses		809,639			1,070,583

(Loss)/Income from operations		(80,768	)		34,153

Other Income/(Expense):
Interest expense		(430,247	)		(827,408	)
Change in fair value of derivative liability		1,059,318			44,315,804
(Loss)/gain on judgments and settlements		(22,000	)		171,191
Loss on derivative liability at issuance		-			(80,246	)
(Loss) on extinguishment of debt		(126,016	)		(38,990	)
Total Other Income		481,055			43,540,351

Net Income	$	400,287		$	43,574,504

Net Income per Common Share
Basic Income per share attributable to common stockholders	$	0.00		$	0.11
Diluted Income per share attributable to common stockholders	$	0.00		$	0.04
Basic weighted average number of common shares outstanding		713,924,107			410,795,994
Diluted weighted average number of common shares outstanding		2,623,404,175			1,166,959,052

	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficiency)
	Series A1 Voting Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficiency)
Balance, December 31, 2021		800,000	$	800		180,478,025		$	1,805		$	12,044,740		$	(61,474,891	)	$	(49,427,546	)

Debt conversions						376,091,753			3,761			1,079,069						1,082,830
Cashless warrant exercises						34,070,232			341			(341	)					-
Commitment shares issued in connection with convertible debt						1,428,571			14			13,129						13,143
Shares returned to treasury						(3,000,000	)		(30	)		30						-
Net income		-		-											43,574,504			43,574,504
Balance, December 31, 2022		800,000		800		589,068,581			5,891			13,136,627			(17,900,387	)		(4,757,069	)
Balance		800,000		800		589,068,581			5,891			13,136,627			(17,900,387	)		(4,757,069	)

Debt conversions						1,708,444,274			17,084			150,494						167,578
Net income		-		-											400,287			400,287
Balance, December 31, 2023		800,000	$	800		2,297,512,855		$	22,975		$	13,287,121		$	(17,500,100	)	$	(4,189,204	)
Balance		800,000	$	800		2,297,512,855		$	22,975		$	13,287,121		$	(17,500,100	)	$	(4,189,204	)

			Weighted Average
	Net Income		Common Shares		Per Share
	(Numerator)		(Denominator)		Amount

Year Ended December 31, 2023
Basic Income Per Share
Net income available to common stockholders	$	400,287		713,924,107	$	0.00
Diluted Income Per Share
Convertible debt - if converted		-		1,909,480,068
Income available to common stockholders (diluted)	$	400,287		2,623,404,175	$	0.00

Year Ended December 31, 2022
Basic Income Per Share
Net income available to common stockholders	$	43,574,504		410,795,994	$	0.11
Diluted Income Per Share
Convertible debt - if converted		-		756,163,058
Income available to common stockholders (diluted)	$	43,574,504		1,166,959,052	$	0.04


	As of and Year Ended December 31, 2022
Certain captions have been modified to conform to current period presentation.	As Originally Stated			Adjustments			As Restated
Balance Sheet

Assets
Total assets (all current)		462,814			7,869			470,683	(1)

Liabilities
Accounts payable		253,286			(206,828	)		46,458	(1)
Related party payables		660,919			(660,919	)		-	(2)
Accrued liabilities		233,688			677,105			910,793	(3)
Convertible notes payable, net		208,930			1,817,215			2,026,145	(4)
Derivative liability		-			1,226,024			1,226,024	(5)
Litigation liabilities		-			534,655			534,655	(15)
Line of credit - related party		483,677			-			483,677
Total liabilities (all current)		1,840,499			3,387,253			5,227,752

Stockholders’ Deficit
Series A1 Voting Preferred Stock		-			800			800	(7)
Common Stock		592,916			(587,025	)		5,891	(8)
Additional paid-in capital		12,169,839			966,788			13,136,627	(9)
Accumulated deficit		(14,140,439	)		(3,355,713	)		(17,900,387	)(10)
Total stockholders’ deficit		(1,377,685	)		(3,379,384	)		(4,757,069	)

Total liabilities and stockholders’ deficit		462,814			7,869			470,683
		-
Statements of Operations

Staffing and consulting revenues		2,270,535			68,444			2,338,979	(1)
Cost of staffing and consulting revenues		(1,132,416	)		(101,827	)		(1,234,243	)(11)
Gross margin		1,138,119			(33,383	)		1,104,736

Operating expenses		1,467,457			(396,874	)		1,070,583	(1)
Operating loss		(329,337	)		363,491			34,153

Other income (expense)
Other income (expense)		(109,477	)		109,477			-
Credit charges and debt adjustments		(671,408	)		671,408			-	(2)
Interest expense		(15,120	)		(812,288	)		(827,408	)(3)
Change in fair value of derivative liability		-			44,315,804			44,315,804	(5)
Loss on derivative liability at issuance		-			(80,246	)		(80,246	)(5)
Gain on settlements		-			171,191			171,191	(15)
(Loss) on extinguishment of debt		-			(38,990	)		(38,990	)(3)
Net other income/(expense)		(796,005	)		44,336,356			43,540,351

Net income/(loss)		(1,125,342	)		44,699,846			43,574,504	(5)
Basic weighted average common shares outstanding		592,462,070			(181,666,076	)		410,795,994	(13)
Diluted weighted average common shares outstanding		592,462,070			574,496,982			1,166,959,052	(13)
Basic income per share	$	0.002		$	0.108		$	0.11	(13)
Diluted income per share	$	0.002		$	0.038		$	0.04	(13)

Statements of Cash Flows

Cash Flows from Operating Activities
Net Income/(Loss)		(1,125,342	)		44,699,846			43,574,504	(5)
Adjustments to reconcile net loss to net cash used by operating activities:
Change in fair value of derivative liability					(44,315,804	)		(44,315,804	)(5)
Derivative liability loss on issuance					80,246			80,246	(5)
Non-cash interest expense for warrants and commitment shares issued with convertible debt					13,143			13,143	(9)
Loss/(gain) on extinguishment of debt		-			38,990			38,990	(5)
(Gain) on settlements					(171,191	)		(171,191	)
Change in Assets and Liabilities:
Accounts receivable		(189,174	)		(25,505	)		(214,679	)(1)
Other Current Assets		(25,106	)		25,106			-	(1)
Other Assets		(4,141,587	)		4,141,587			-	(6)
Related Party Payable		488,352			(488,352	)		-	(2)
Accounts payable		208,999			(196,829	)		12,170	(1)
Accrued liabilities		(1,732,673	)		2,415,284			682,611	(3)
Litigation liabilities		-			(30,000	)		(30,000	)
Accrued interest and fee conversions (non-cash change)		-			92,065			92,065	(3)
Accrued Interest Payable		(99,445	)		99,445			-	(3)
Net Cash (Used in) Operating Activities		(6,615,976	)		6,378,031			(237,945	)

Cash Flows from Investing Activities
Net Cash (Used in) Investing Activities		-			-			-

Cash Flows from Financing Activities
Proceeds from convertible debt		6,348,521			(6,293,521	)		55,000	(12)
Related party advances		-			488,352			488,352	(2)
Repayment of related party advances		-			(488,352	)		(488,352	)(2)
Net Cash Provided by Financing Activities		6,348,521			(6,293,521	)		55,000

Net increase in cash and cash equivalents
Net change in cash		(267,455	)		84,510			(182,945	)
Cash at Beginning of Period		347,838			(93,850	)		253,988
Cash at End of Period		80,383			(9,340	)		71,043	(1)

Supplemental Disclosures
Cash paid for interest	$	-		$	52,496		$	52,496
Conversions of debt and related accrued interest and fees	$	-		$	1,082,830		$	1,082,830	(14)
Common Shares Issued for Debt Conversions	$	387,799,137		$	(387,799,137	)	$	-	(14)

(1)	Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded or improperly recorded cash, accounts receivable, and accounts payable activities.
(2)	Related party payables were not previously reduced for significant reimbursements paid out during 2021 and 2022, resulting in overstatement of payables and expenses.
(3)	Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, “Accrued interest payable” presented in prior years has been reclassified to “Accrued liabilities.”
(4)	In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement re-recognizes the still-outstanding convertible notes.
(5)	In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.
(6)	This merchant cash advance liability was settled for stock in December 2018 and has thus been derecognized as of the opening balance sheet date. Furthermore, the Company previously incorrectly recognized and amortized a corresponding asset to consulting fees and ultimately derecognized the asset under impairment expense (2021 10-K) and selling, general and administrative (2022 10-K).
(7)	The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders’ equity and has recognized it in these financial statements.
(8)	This adjustment corrects the par value of the Company’s common stock to $0.00001, as set forth in the DEF-14C filed on December 30, 2020, rather than the previous $0.001 and further corrects the outstanding share counts as of each year-end.
(9)	Additional paid-in capital adjustments primarily consist of re-recognition of notes discussed in (5), the par value corrections related to (9) and (10), and recognition of interest expense related to warrants and commitment shares issued with convertible debt.
(10)	Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments to December 31, 2020 of $621,392, and other changes to the statements of operations presented herein.
(11)	In connection with the restatement, the Company re-evaluated its labor allocations between client-facing (Cost of Sales) and internal operations and adjusted accordingly.
(12)	These line items correct improper “netting” and missing convertible debt activity previously presented.
(13)	This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported.
(14)	The conversion lines originally presented shares as dollar amounts. Refer to the updated line items in the statement of cash flows and statement of stockholders’ deficit.
(15)	During the preparation process for the restatement, the Company identified additional judgments and settlements, as disclosed in Note 8 to the financial statements.

		Debt Conversions, Shares		Debt Conversions, Amount		Warrants Exercised, Shares		Warrants Exercised, Amount		Commitment Shares, Shares		Commitment Shares, Amount		Returned to Treasury, Shares			Returned to Treasury, Amount
	Debt Conversions				Warrants Exercised				Commitment Shares				Returned to Treasury
Month	Shares		Total Amount		Shares		Total Amount		Shares		Total Amount		Shares			Total Amount
January 2022		9,000,000	$	31,500		4,227,238	$	-		-		-		-			-
February 2022		41,990,634		168,775		9,861,338		-		-		-		-			-
March 2022		129,868,042		454,954		19,981,656		-		-		-		-			-
April 2022		19,700,000		68,950		-		-		-		-		-			-
August 2022		72,919,883		216,970		-		-		1,428,571		13,143		-			-
September 2022		-		-		-		-		-		-		(3,000,000	)		-
October 2022		24,200,000		84,700		-		-		-		-		-			-
November 2022		50,933,436		44,478		-		-		-		-		-			-
December 2022		27,479,758		12,503		-		-		-		-		-			-
Year Ended December 31, 2022		376,091,753	$	1,082,830		34,070,232	$	-		1,428,571	$	13,143		(3,000,000	)	$	-

January 2023		29,280,923	$	9,516		-	$	-		-	$	-		-		$	-
February 2023		30,576,923		7,950		-		-		-		-		-			-
March 2023		31,730,769		8,250		-		-		-		-		-			-
April 2023		33,473,076		4,352		-		-		-		-		-			-
May 2023		109,471,307		11,347		-		-		-		-		-			-
June 2023		470,421,691		58,172		-		-		-		-		-			-
July 2023		191,823,332		12,147		-		-		-		-		-			-
August 2023		317,275,794		24,424		-		-		-		-		-			-
September 2023		89,546,307		5,821		-		-		-		-		-			-
October 2023		94,422,153		6,137		-		-		-		-		-			-
November 2023		202,034,769		12,417		-		-		-		-		-			-
December 2023		108,387,230		7,045		-		-		-		-		-			-
Year Ended December 31, 2023		1,708,444,274	$	167,578		-	$	-		-	$	-		-		$	-

Outstanding, December 31, 2020	150,302,746

Issued	-
Exercised	(40,331,428	)
Expired or cancelled	-
Outstanding, December 31, 2021	109,971,318

Issued	-
Exercised	-
Expired or cancelled	-
Outstanding, December 31, 2022	109,971,318

Date	Principal		Purchase Price		Interest			Default Interest			Maturity		Conversion
August 1, 2018	$	35,000	$	35,000		10	%		12	%		4/28/2019		(1	)
August 29, 2018	$	112,750	$	112,750		12	%		24	%		5/29/2019		(2), (7)
April 16, 2019	$	112,750	$	112,750		10	%		12	%		4/16/2020		(3	)
April 20, 2021	$	31,797	$	31,797		10	%		22	%		4/20/2023		(5	)
April 20, 2021	$	31,797	$	31,797		10	%		22	%		4/20/2023		(5	)
May 18, 2021	$	88,000	$	80,000		8	%		15	%		5/18/2022		(5), (7)
June 9, 2021	$	43,750	$	43,750		10	%		22	%		6/9/2022		(4	)
June 9, 2021	$	88,000	$	80,000		12	%		15	%		6/9/2022		(5), (7)
June 25, 2021	$	110,000	$	100,000		8	%		15	%		6/25/2022		(5), (7)
July 14, 2021	$	43,750	$	43,750		10	%		22	%		6/9/2022		(4	)
July 28, 2021	$	600,000	$	500,000		No Stated Rate			No Stated Rate			7/6/2022		(5), (7)
August 6, 2021	$	110,000	$	110,000		8	%		15	%		8/6/2022		(5	)
August 9, 2021	$	333,333	$	300,000		12	%		15	%		8/9/2022		(5), (7)
August 9, 2021	$	137,500	$	125,000		8	%		15	%		8/9/2022		(5), (7)
August 10, 2021	$	200,000	$	180,000		12	%		15	%		8/10/2022		(5), (7)
August 10, 2021	$	110,000	$	100,000		8	%		15	%		8/6/2022		(5), (7)
August 20, 2021	$	100,000	$	100,000		12	%		24	%		8/20/2022		(5	)
August 20, 2021	$	100,000	$	100,000		12	%		24	%		8/20/2022		(5	)
August 20, 2021	$	100,000	$	100,000		12	%		15	%		8/20/2022		(5), (7)
September 1, 2021	$	55,000	$	50,000		8	%		15	%		9/1/2022		(5), (7)
September 1, 2021	$	27,500	$	25,000		8	%		15	%		9/1/2022		(5), (7)
September 1, 2021	$	27,500	$	25,000		8	%		15	%		9/1/2022		(5	)
September 1, 2021	$	27,500	$	25,000		8	%		15	%		9/1/2022		(5), (7)
September 2, 2021	$	155,000	$	140,000		12	%		15	%		9/2/2022		(5), (7)
September 7, 2021	$	34,500	$	34,500		8	%		15	%		9/7/2022		(5	)
September 9, 2021	$	11,000	$	10,000		8	%		15	%		9/9/2022		(5), (7)
November 10, 2021	$	137,500	$	125,000		8	%		15	%		11/10/2022		(6), (7)
November 19, 2021	$	136,000	$	124,000		12	%		15	%		11/19/2022		(5	)
December 23, 2021	$	130,000	$	130,000		8	%		15	%		12/23/2022		(5	)
November 4, 2022	$	55,000	$	55,000		10	%		22	%		11/4/2023		(4	)

(1)	Converts at fixed price of $2.50 per share.
(2)	Converts at lesser of: (i) lowest trade price in previous 25 days on OTC Pink, OTCQB, or other applicable market, or (ii) 58% times the average last two lowest trade prices in 25 previous trading days.
(3)	Converts at fixed price of $2.50 per share for the first 180 days. After 180 days, lesser of: (i) Closing price of previous trading day, or (ii) 65% of lowest trade price in previous 25 days.
(4)	Converts at 61% of the average last 2 lowest trade prices in 20 previous trading days.
(5)	Converts at fixed price of $0.0035 per share.
(6)	Converts at fixed price of $0.05 per share.
(7)	These notes provide for the conversion price to be adjusted downward in the event of a new issuance of convertible debt at a lower conversion price. Management determined the financial statement impact to be immaterial for the periods presented.

				Payments from GEX					Payments to GEX
		Nature of		Year Ended December 31,					Year Ended December 31,
Name	Relationship	Activity		2023		2022			2023		2022
Srikumar Vanamali	Chairman of the Board, CEO, CFO, holds 100% of outstanding Series A1 Voting Preferred Stock	Compensation		$	247,580	$	312,656		$	-	$	-
		Advances to company	(1)		-		-			261,265		488,352
		Repayment of advances	(1)		261,265		488,352			-		-

FCP Holdings	Entity affiliated with Shaheed Bailey, Director	Indirect compensation			-		10,000			-		-

Joseph Frontiere	Director, Former CEO	Unclear	(2)		-		110,493	(3)		-		-

27 Health, LLC	Entity controlled and/or heavily influenced by Mr. Frontiere in his capacity as Executive Chairman	Unclear	(2)		-		49,500	(3)		-		-

Quad M Solutions	Entity controlled by Mr. Frontiere, who serves as its Chairman of the Board, CEO and Interim CFO	Staffing and consulting revenues, net of payments out	(4)		8,000		13,000			171,000		437,500

	Totals			$	516,845	$	984,001		$	432,265	$	925,852

	(1)	As of December 31, 2023 and 2022, the Company was indebted to Mr. Vanamali for $0 and $0 for related party advances and $2,419 and $0 of accrued and unpaid compensation, all respectively.

	(2)	In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of these payments made while Mr. Frontiere was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. Mr. Frontiere did not provide sufficient information substantiating the nature and any business purposes of these transactions, which appear to consist of payments and transfers to (i) Mr. Frontiere’s credit card, (ii) establishments that do not appear business-related, (iii) unclear recipients and/or accounts, and (iv) 27 Health, LLC. Management is unable to ascertain the exact nature and business purpose of these payments and considers it possible that all or portions of these payments may have directly or indirectly benefitted Mr. Frontiere.

	(3)	$107,521 of the payments made in 2022 were payments for amounts previously recorded to Selling, General and Administrative expenses during 2021 and accrued as of December 31, 2021. The remaining $2,972 of these payments were recorded to selling, general and administrative expense in 2022.

	(4)	As of December 31, 2023 and 2022, outstanding accounts receivable due the Company from Quad M Solutions, Inc. were $152,500 and $83,500, respectively. Revenues recognized for 2023 and 2022 totaled $232,000 and $472,500, respectively.

(1)	In connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted to ascertain the nature of certain payments made and agreements entered by Mr. Frontiere while he was the Company’s former CEO and CFO from July 27, 2021 to November 3, 2022. These parties and payments represent persons and entities that the Company identified as potentially affiliated Mr. Frontiere. The actual nature of relationships Mr. Frontiere and/or the Company had with these individuals and entities is unclear, and these parties and related activities have been disclosed in the event they are actually related parties requiring disclosure.

(2)	Management was unable to ascertain the (i) true nature of services stated in applicable consulting arrangements with these individuals and entities, (ii) actual qualifications of such individuals to perform such services, (iii) arm’s length nature of these arrangements, (iv) whether there was ultimately a legitimate business purpose for these arrangements, or (v) whether the Company ultimately benefitted from these payments.

(3)	These payments were made on balances accrued as of December 31, 2021. As of December 31, 2023 and 2022, there were no balances due these parties.

	2023			2022
	As of December 31,
	2023			2022

Net loss before income taxes	$	400,287		$	43,574,504
Adjustments to net loss
Permanent book-tax differences		(911,302	)		(44,367,759	)
Temporary book-tax differences		-			-
Net taxable (loss)		(511,015	)		(793,255	)
Income tax rate		21	%		21	%
Income tax recovery	$	(107,313	)	$	(166,584	)
Valuation allowance change	$	107,313		$	166,584

Provision for income taxes	$	-		$	-

	○	11% and 21% of revenues in 2023 and 2022, respectively
	○	32% and 21% of accounts receivable as of December 31, 2023 and 2022, respectively

	○	13% of revenues in 2022
	○	10% of accounts receivable as of December 31, 2022

Name	Age	Position	Held Since
Sri Vanamali	41	President, CEO & CFO;	October 2022
3662 W. Camp Wisdom Road		Chairman of the Board
Dallas, Texas 75237

Joseph Frontiere	33	Director	July 2021
Dallas, Texas 75237

Shaheed Bailey	36	Director	October 2018
3662 W. Camp Wisdom Road
Dallas, TX 75237

-	Show respect towards others in the workplace
-	Conduct all business activities in a fair and ethical manner
-	Work dutifully and responsibly for the Company’s shareholders and stakeholders

Name and principal position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-equity incentive plan compensation		Nonqualified deferred compensation		All other compensation
Sri Vanamali,	2023	$	250,000	$	-	$	-	$	-	$	-	$	-	$	-
President, CEO	2022	$	250,000	$	-	$	-	$	-	$	-	$	-	$	62,656

Joseph Frontiere,	2022	$	-	$	-	$	-	$	-	$	-	$	-	$	-	(1)
Former CEO

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	GEX Management, Inc.

	By:	/s/ Sri Vanamali
		Sri Vanamali
		Chief Executive Officer

Name		Title	Date

By:	/s/ Sri Vanamali	Chief Executive Officer and Chairman of the Board	April 25, 2024
	Sri Vanamali

1.	I have reviewed this annual report on Form 10-K of GEX Management, 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 period 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 periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	(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 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 control over financial reporting.

Date: April 25, 2024	/s/ Sri Vanamali
	Sri Vanamali
	Chief Executive Officer