10-Q/A

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-Q/A

AmendmentNo. 1

(Mark One)

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

For the quarterly period ended September 30, 2020

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number 001-38288

GEXMANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Texas	56-2428818
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

3662 W Camp Wisdom Road

Dallas, Texas 75237

(Address of principal executive offices)

(877) 210-4396

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock	GXXM	OTC<br> Pink

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 [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large<br> Accelerated Filer [  ]	Accelerated<br> Filer [  ]
Non-Accelerated<br> Filer [  ]	Smaller<br> Reporting Company [X]	Emerging<br> Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 23, 2020 there were 1,395,533 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORYNOTE

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The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 of GEX MANAGEMENT, INC. (the “Company”) filed with the Securities and Exchange Commission on November 23, 2020 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

ITEM6. EXHIBITS

In reviewing the agreements included as exhibits to this Quarterly Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

●	should<br> not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the<br> parties if those statements prove to be inaccurate;
●	have<br> been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement,<br> which disclosures are not necessarily reflected in the agreement;
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●	may<br> apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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●	were<br> made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and<br> are subject to more recent developments.
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Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

The following exhibits are included as part of this report:

	SEC
	Report
Exhibit	Reference
No.	No.	Description
31.1/31.2	*	Certification<br> of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302<br> of the Sarbanes-Oxley Act of 2002
32.1/32.2	*	Certifications<br> of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley<br> Act of 2002
101.INS	*	XBRL<br> Instance Document
101.SCH	*	XBRL<br> Taxonomy Extension Schema Document
101.CAL	*	XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL<br> Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements 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.

****	GEX MANAGEMENT, INC.
Dated:<br> November 24, 2020	By:	/s/ Srikumar Vanamali
	Name:	Srikumar<br> Vanamali
	Title:	Executive<br> Director, Interim Chief Executive Officer

EXHIBIT31.1/31.2

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)

OR15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Srikumar Vanamali, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q/A of GEX Management, Inc.
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for<br> the registrant and have:
	(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> me by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and
	(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s<br> internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and
	(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 24, 2020	/s/ Srikumar Vanamali
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	Srikumar<br> Vanamali
	Interim<br> Chief Executive Officer and Executive Director

EXHIBIT32.1/32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of GEX Management, Inc. (the “Company”), for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Srikumar Vanamali, Executive Director, Interim Chief Executive Officer, President, Interim Chief Financial Officer, Secretary and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date:<br> November 24, 2020	By:	/s/ Srikumar Vanamali
	Name:	Srikumar<br> Vanamali
	Title:	Interim<br> Chief Executive Officer and Executive Director