Filed 2024-04-25 · Period ending 2023-12-31 · 28,566 words · SEC EDGAR
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# GEX MANAGEMENT, INC. (GXXM) — 10-K **Filed:** 2024-04-25 **Period ending:** 2023-12-31 **Accession:** 0001493152-24-015888 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1681556/000149315224015888/) **Origin leaf:** 688807c0fabc3ed0095cbbf9532efa8810aafbf8fff3486cb4b232a5afd84efb **Words:** 28,566 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended **December 31, 2023** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ______________to ______________ * **GEX MANAGEMENT, INC.** (Exact name of registrant as specified in its charter) | Texas | | 001-38288 | | 56-2428818 | | | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | | **3662 W. Camp Wisdom Road** **Dallas, Texas 75237** **** (Address of Principal Executive Offices) Registrants telephone number, including area code: **877-210-4396** Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par value $0.001 Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No Indicate by a check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act. Yes No Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) (2) has been subject to such filing requirement for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. | Large Accelerated Filer | | Accelerated Filer | | | | | | | | | | Non-Accelerated Filer | | Smaller Reporting Company | | | | | | | | | | Emerging growth company | | | | | 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. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No Indicate the number of Shares of outstanding of each of the Registrants classes of common stock, as of the latest practicable date: The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all executive officers and Directors are affiliates of the Registrant) as of March 31, 2024, the last business day of the Registrants most recently completed fiscal quarter, was $240,561 (based on the closing sale price of the Registrants Common Stock on that date. As of April 25, 2024, the Registrant had 2,405,609,162 shares of common stock issued and outstanding. | | | | | | | | **TABLE OF CONTENTS** | | 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 Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 12 | | | Item 6. | Selected Financial Data | 12 | | | Item 7. | Managements 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 | | | 2 | | | | | **FORWARD-LOOKING STATEMENTS** For purposes of this Annual Report, the terms GEX, GEX Management, the Company, we, us, and our, refer to GEX Management, Inc., a Texas Corporation, and its consolidated subsidiaries unless the context clearly indicates otherwise. Included in this Annual Report are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases, regarding, among other things, all statements other than statements of historical facts contained in this report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations. The words believe, may, estimate, continue, anticipate, intend, should, plan, could, target, potential, is likely, will, expect and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. In addition, our past results of operations do not necessarily indicate our future results. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Such statements relate to our current expectations, projections and assumptions about our business, the economy and future events or conditions. They do not relate strictly to historical or current facts. Forward-looking statements are not guarantees and involve risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially from past results and from those indicated by such forward-looking statements if known or unknown risks or uncertainties materialize, or if underlying assumptions prove inaccurate. These risks and uncertainties include, among other things: | | | 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. | | Other sections of this report may include additional factors which could adversely affect our business and financial performance. New risk factors emerge from time to time and it is not possible for us to anticipate all the relevant risks to our business, and we cannot assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Those factors include, among others, those matters disclosed in this Annual Report on Form 10-K. Except as otherwise required by applicable laws and regulations, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this report, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report. Neither the Private Securities Litigation Reform Act of 1995 nor Section 27A of the Securities Act of 1933 provides any protection to us for statements made in this report. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. | 3 | | | | | **PART I** **ITEM 1. BUSINESS** **History and Development of Business** GEX Management, Inc. was originally formed in 2004 as Group Excellence Management, LLC. d/b/a MyEasyHQ. In March of 2016, it was converted from a limited liability company into a C corporation and changed its name to GEX Management, Inc. GEX Management initially began operations as a Professional Services Company providing back office support to third-party clients. In 2016 GEX Management revised its business model to provide staffing and back-office services to a wide variety of industries in order to expand the Companys footprint, thereby building on the previous 12-year history of exceptional client service. Over the next few years, GEX Management experienced tremendous growth in sales and customer pipeline staffing business grew by over 1600%+ from 2016 to 2017 with the firm being named among the fastest growing public companies in the North Texas region by the Dallas Morning News, while also significantly expanding its client footprints across multiple staffing, business consulting and PEO opportunities. In 2019, the management of GEX under the leadership of Sri Vanamali set strategic goals to revise the business model to expand into areas of higher margin and growth particularly in the area of Technology and Strategy Consulting Services. In Q4 2019, GEX signed a contract with one of the fastest growing, VC backed social video platform to provide key corporate and strategy consulting services an initiative that the CEO was personally involved with in developing and growing the strategic business relationship over two years. This contract resulted in enormous growth opportunities for GEX and significantly expanded growth in future periods as well. GEX signed additional contracts to provide interim CFO and CEO consulting services to various high growth public and private companies, resulting in doubling of sales within a year and achieving an astounding double digit expansion in gross margins despite the pandemic related recessionary business environment. Furthermore, GEX has been in talks with multiple companies to identify synergistic acquisition opportunities to fuel organic and inorganic growth and fulfil the corporate objective of becoming a top tier business and technology focused firm while also developing a long term and sustainable technology centric business model. Management expects these growth initiatives to help the firm eventually achieve strong and stable revenue growth while also achieving sustainable long-term profitability by targeting a higher margin, lower cost model and relying on less expensive debt instruments to help reduce the burden across the firms capital structure. Beginning 2020. Under Sri Vanamalis executive leadership, GEX Management has built its core competency to provide value creation services as a key operating partner to private equity firms and strategic operators by focusing on several key areas: | | | 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. | | The strategic roadmap for GEX Management in providing value creation services as a key operating partner to PE firms in 2023 involves expanding its industry expertise and developing new partnerships to support its growth. The company plans to deepen its expertise in key sectors such as healthcare and technology, while also expanding into new sectors such as retail, industrials and consumer goods. Additionally, GEX Management plans to develop new partnerships with technology vendors and other service providers to offer its clients a broader range of solutions. Through these initiatives, GEX Management aims to continue providing exceptional value creation services to its clients and maintaining its position as a leading management consulting firm. Under Mr. Vanamalis stewardship, Phase 1 of the GEX strategic roadmap implemented in Q1 2019 involved building out the Management Consulting business model, while Phase II beginning in Q2 2020 involved accelerating the GEX MSP partnership model to expand our enterprise corporate client base. In Q1 2023, Mr. Vanamali announced Phase III of GEX Managements strategic roadmap, which involved building out a proprietary AI-powered technology platform and product base to complement its full spectrum of strategy consulting and enterprise consulting business suite offerings. This initiative represents a significant investment for the company and is designed to enhance its ability to provide value creation services to strategics and private equity clients in several key ways: Improved Data Analytics: The AI-powered platform will enable GEX Management to leverage advanced data analytics to identify opportunities for value creation in its clients businesses. The platform will use machine learning algorithms to analyze large data sets and identify patterns and trends that are not easily detectable through traditional data analysis methods. | 4 | | | | | Enhanced Operational Efficiency: The platform will also enable GEX Management to automate many of its operational processes, allowing the company to provide faster and more efficient service to its clients. This will include automating data collection and analysis, as well as streamlining project management and communication with clients. Customized Solutions: The platform will allow GEX Management to provide customized solutions to its clients based on their specific needs and challenges. The platform will be designed to adapt to each clients unique business environment, providing tailored recommendations that are specifically designed to drive value creation. Competitive Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms. By leveraging advanced data analytics and automation, the company will be able to provide faster and more accurate solutions to its clients, enabling it to differentiate itself in the highly competitive consulting market. GEX Managements Phase 3 initiative is considered a hypergrowth strategy because it is designed to leverage technology and innovation to drive rapid expansion and growth for the company. By building a proprietary AI-powered platform, the company is positioning itself to capture a larger share of the consulting market and establish itself as a leader in the industry. There are several key factors that are expected to contribute to the hypergrowth potential of this initiative: | | | 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 companys value proposition and position it as a leader in the industry, driving further growth and expansion. | | The development of an AI-powered technology platform is a key component of GEX Managements value proposition to strategic and private equity clients. The platform will enable the company to provide more efficient, customized, and accurate solutions to its clients, helping them to achieve their strategic goals and drive value creation. Additionally, the platform will help GEX Management to differentiate itself in the highly competitive consulting market, positioning the company as a leader in the industry and a valuable partner to private equity firms seeking to maximize their returns on investment. Under Sri Vanamalis executive leadership, GEX Management was invited in February 2019 to be a Preferred Supplier to Insight Global, one of the worlds largest Managed Service Providers (MSPs) to Fortune 100 Companies in the Enterprise Technology Consulting space. The first consultant that GEX hired through this Preferred Supplier initiative was successfully placed at a large PA based financial services firm to provide Business and Quality Analysis professional services to the client. Subsequently, GEX placed its second enterprise consultant at the worlds leading Fortune 100 CRM Company at its headquarters in San Francisco and subsequently several more highly skilled Enterprise Technology Consultants at leading Fortune 500 retail, healthcare, manufacturing and technology clients across the country. Subsequently, GEX Management has achieved significant growth by expanding its client base through partnerships with top-tier technology MSPs such as Robert Half, Insight Global, TekFortune, and Aegean. These partnerships have allowed GEX to offer its consulting services to a wide range of clients, including some of the biggest names in various industries. | 5 | | | | | The end clients for whom GEX consultants provide services include leading companies such as Salesforce, Anthem, Walmart, United Airlines, Disney, Marriott, Paramount, Morgan Stanley, and Carlyle Group, among others. This diverse client base has provided GEX with the opportunity to work with clients across a wide range of industries, allowing the company to gain valuable experience and knowledge that it can leverage to provide high-quality services to its clients. Through its strong relationships with its MSP partners and its focus on providing exceptional service to its clients, GEX has been able to expand its client base and increase its revenue significantly. The company has also been able to leverage its expertise and experience to develop new service offerings and expand into new markets, further driving its growth and success. Moving forward, GEX plans to continue building on its success by expanding its partnerships with leading MSPs and identifying new opportunities to serve its clients needs. The company will also continue to invest in its technology platform and product base to ensure it can provide the most innovative and effective solutions to its clients. As a direct result of the high market demand for experienced technology consultants via its multiple supplier programs, the GEX team has interviewed and has acquired over 30 highly experienced enterprise technology consultants with expertise across a wide array of functions (Enterprise Architects, Project Managers, Systems Integration Developers, Quality Assurance Specialists and Business Systems Analysts) who have been identified for various short to long term projects. Additionally, GEX plans to hire and place a large pool of enterprise consultants over the next 18 24 month period to satisfy its growing pipeline of future contracts. In addition to these planned strategic growth initiatives across both strategy and technology consulting, , management has been focusing on materially improving its balance sheet by significantly reducing or eliminating the debt or debt like instruments related to convertible notes and asset related liens introduced in 2018 while simultaneously exploring opportunities to reduce or eliminate the high interest MCA related toxic debt instruments that resulted in significant interest expenses to the company and a burden to operating capital. Under the balance sheet clean up initiative, GEX Management has focused on reducing its liabilities and improving its financial health. The company has taken several actions to achieve this, including: | | | 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. | | As a result of these actions, GEX Management has been able to significantly reduce its liabilities from $7,116,854 in fiscal year 2021 to $1,840,499 in 2022. This has a positive impact on the companys financial health and reduces the risk of insolvency. It also improves the companys ability to secure financing at lower interest rates, which can result in lower borrowing costs and improved profitability. This focus on balance sheet cleanup and to stay significantly asset-lite is expected to achieve material results by Q2 2023, at which point GEX would be primed for its next phase of strategic growth initiatives by deploying equity and non-toxic debt instruments towards organic and inorganic opportunities. Finally, management believes that the material elimination of MCA and related debt like instruments will be a critical first step prior to rebuilding a robust revenue pipeline as this will require strong working capital and favorable leverage covenants to sustain operations in the long term as well as reduce liabilities related to attachment to future receivables. While management efforts to settle these instruments are aggressively underway, the inability or failure by the firm to completely address any toxic debt instruments could result in management pursuing a restructuring program or similar initiatives to bring the balance sheet within reasonable covenant parameters to allow the firm to continue operating efficiently in the coming years without exposing future customers to significant business risks associated with these toxic instruments. As part of this long term strategy, management has already begin putting processes in place to protect the company via a robust internal restructuring program and will be announcing the outcome of these intra-company restructuring efforts that will protect the interests of investors and shareholders alike over the long term and also streamline the corporate structure to be synergistic with the managements long term vision for the company. | 6 | | | | | **Business Operations** GEX Management is a Dallas-based management consulting and staffing firm that offers a wide range of business operational services to clients. The companys capabilities are geared towards helping organizations optimize their processes and improve their overall efficiency. Some of the business operational service streams and capabilities of GEX Management are listed below: **Strategy Consulting Services** Strategy and Business Planning: GEX Management helps organizations develop and implement effective business strategies and plans. This includes market analysis, strategic planning, business model development, and more. The goal is to help businesses identify opportunities for growth and develop strategies that will enable them to achieve their goals. Process Optimization: GEX Management assists clients in identifying and improving their core business processes. This includes process mapping, process improvement, and process automation. By optimizing processes, businesses can reduce costs, improve quality, and enhance customer satisfaction. Project Management: GEX Management provides project management services to help businesses plan, execute, and control their projects. This includes project planning, scheduling, budgeting, risk management, and more. The goal is to help businesses deliver projects on time, within budget, and to the satisfaction of stakeholders. Change Management: GEX Management helps organizations manage change effectively. This includes change planning, stakeholder engagement, communication planning, and more. The goal is to help businesses implement change smoothly and minimize disruption to their operations. Performance Improvement: GEX Management assists clients in improving their overall performance. This includes performance analysis, benchmarking, and performance improvement planning. The goal is to help businesses identify areas for improvement and implement solutions that will enable them to achieve their performance objectives. Organizational Design and Development: GEX Management helps businesses optimize their organizational design and development. This includes organizational structure design, job analysis, role design, and more. The goal is to help businesses create an organizational structure that supports their strategic objectives and enables them to achieve their goals. Overall, GEX Managements strategy consulting and business operational service streams and capabilities are focused on helping businesses optimize their processes, improve their performance, and achieve their strategic objectives. By leveraging GEX Managements expertise, businesses can enhance their competitiveness, increase their profitability, and achieve sustainable growth. | 7 | | | | | **Enterprise Technology Consulting Services** In addition to strategy consulting, GEX Management also provides technology consulting services to several Fortune 100 clients. The companys technology consulting streams and capabilities are geared towards helping organizations leverage technology to improve their processes, enhance their customer experience, and drive growth. Some of the technology consulting streams and capabilities of GEX Management are listed below: Digital Transformation: GEX Management helps organizations transform their operations using digital technologies. This includes digital strategy development, digital capability assessment, and digital roadmap creation. The goal is to help businesses leverage digital technologies to improve their customer experience, streamline their processes, and increase their efficiency. Cloud Computing: GEX Management provides cloud computing services to help businesses leverage cloud-based technologies. This includes cloud strategy development, cloud infrastructure design, cloud migration planning, and more. The goal is to help businesses reduce their infrastructure costs, increase their flexibility, and improve their scalability. Data Analytics: GEX Management assists clients in leveraging data analytics to gain insights into their business operations. This includes data analytics strategy development, data visualization, and data modeling. The goal is to help businesses make better decisions based on data-driven insights. Cybersecurity: GEX Management provides cybersecurity services to help businesses protect their information assets. This includes cybersecurity risk assessments, cybersecurity strategy development, and cybersecurity implementation. The goal is to help businesses mitigate cybersecurity risks and ensure the confidentiality, integrity, and availability of their information assets. Digital Marketing: GEX Management helps organizations improve their digital marketing capabilities. This includes digital marketing strategy development, social media management, email marketing, and more. The goal is to help businesses improve their customer engagement and increase their online visibility. Overall, GEX Managements technology consulting streams and capabilities are focused on helping businesses leverage technology to improve their processes, enhance their customer experience, and drive growth. By leveraging GEX Managements expertise, businesses can enhance their competitiveness, increase their profitability, and achieve sustainable growth in the digital age. **Business Strategy** Our business strategy is focused on several key elements that we believe are critical to our success: | | | 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. | | | 8 | | | | | | | | 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. | | We believe that our business strategy is well-positioned to help us achieve our long-term growth objectives. By focusing on high-value consulting services, leveraging technology, partnering with private equity firms, expanding our geographic reach, and attracting and retaining top talent, we are confident that we can continue to deliver strong results for our clients and shareholders. **Marketing and Sales** GEX Management adopts a multi-faceted marketing and sales approach to drive revenue growth and build brand awareness. The company uses various channels to reach potential clients, including digital marketing, social media, industry events, referrals, and targeted advertising. Digital Marketing: GEX Management leverages various digital marketing channels, including search engine optimization (SEO), email marketing, and pay-per-click (PPC) advertising, to drive traffic to its website and generate leads. The company also uses data analytics to measure the effectiveness of its marketing efforts and optimize its strategy accordingly. Social Media: GEX Management maintains a strong social media presence on platforms such as LinkedIn, Twitter, and Facebook to engage with potential clients and share thought leadership content. The company also runs targeted social media advertising campaigns to reach specific audiences. Industry Events: GEX Management participates in industry events and conferences to connect with potential clients and showcase its expertise. The company also hosts its own events, such as webinars and thought leadership sessions, to educate clients and generate leads. Referrals: GEX Management relies on referrals from satisfied clients and industry contacts to generate new business. The company has developed strong relationships with its clients by delivering high-quality services, which in turn has led to repeat business and referrals. Targeted Advertising: GEX Management uses targeted advertising to reach specific audiences, such as private equity firms, venture capitalists, and business owners. The company also uses account-based marketing (ABM) to focus its marketing efforts on specific target accounts and decision-makers within those organizations. Sales Approach: GEX Managements sales approach is focused on building long-term relationships with clients by delivering value and exceeding expectations. The company employs a consultative sales approach, taking the time to understand clients unique needs and challenges before proposing solutions. GEX Managements sales team consists of experienced professionals with deep industry knowledge and expertise. GEX Managements marketing and sales approach is designed to build brand awareness, generate leads, and build long-term relationships with clients. The companys multi-faceted approach ensures that it reaches potential clients through various channels, while its consultative sales approach focuses on delivering value and building trust with clients. | 9 | | | | | **Industry and Competitors** GEX Management operates in the management consulting industry, which is highly competitive and characterized by a large number of established players as well as emerging niche firms. The industry is driven by demand for specialized consulting services that help organizations improve performance, manage risks, and optimize operations. The primary customers of management consulting firms are businesses, government agencies, and non-profit organizations. The industry is highly fragmented, with many small firms offering specialized services to specific sectors or niches. However, larger consulting firms such as McKinsey & Company, Bain & Company, and Boston Consulting Group dominate the market with their strong brand recognition, global presence, and broad range of services. GEX Management competes with a variety of consulting firms, ranging from large global consulting firms to small niche firms. The Companys competitive advantage lies in its ability to offer a full spectrum of services across multiple industries, as well as its flexible and adaptable approach to meeting client needs. To remain competitive, GEX Management must continue to focus on developing and enhancing its expertise, technology capabilities, and client relationships. The Company will need to remain agile in response to evolving industry trends and new competition, and continue to build a strong brand and reputation in the market. **Environmental Concerns** As a professional services company, federal, state or local laws that regulate the discharge of materials into the environment do not impact us. **Other Events** The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. In addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. **Number of Employees** As of December 31, 2023 we had 25 full time employees. **ITEM 1A. RISK FACTORS** As a Smaller Reporting Company, we are not required to provide the information required by this item. **ITEM 1B. UNRESOLVED STAFF COMMENTS** None. **ITEM 2. PROPERTIES** **Corporate Office** As of December 31, 2023, GEXs corporate offices were located at 3662 W. Camp Wisdom Road, Dallas, Texas 75237. **Other Property** As of December 31, 2023, GEX does not have interest in material assets involving real estate and fixed equipment. | 10 | | | | | **ITEM 3. LEGAL PROCEEDINGS** It is possible that from time to time in the ordinary course of business we may be and have been involved in legal proceedings, lawsuits and/or investigations, which could potentially have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. In the opinion of our Board of Directors, any such legal proceedings or lawsuits that we have been involved with in the past or may be involved with are not expected to have a material adverse effect on our financial situation or results of operations. As discussed in NOTE 8 to the financial statements, the Company was involved in the following proceedings: On September 13, 2019, a Judgment by Confession was entered in New York against the Company for $195,250 due to EMA Financial, LLC (EMA), a former convertible debtholder, for then-outstanding convertible notes in default, accrued interest and fees. On April 11, 2022, the court awarded a second judgment totaling $20,333. On or around October 5, 2021, a $200,000 payment was made to EMA Financial, and the parties entered into a Mutual Settlement and Release Agreement on August 15, 2022. The agreement called for payment of outstanding interest of $52,496 through August 10, 2022, to be paid as follows: $26,248 due on August 15, 2022, $13,124 due on September 12, 2022, and $13,124 due on October 12, 2022. The Company paid these amounts in 2022, and a Satisfaction of Judgment was entered by EMA on January 23, 2023. As of December 31,2023 and 2022, accrued interest under this agreement totaling $0 and $34,137, respectively, was included in accrued liabilities. On October 16, 2018, C6 Capital, LLC (C6) obtained a Confession of Judgment for $534,655 against the Company. in Ontario County Supreme Court in the State of New York (Case No. 120802-2018 entitled C6 CAPITAL LLC - v. - GEX MANAGEMENT INC et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130736-2021 entitled *GEX MANAGEMENT INC et al v. C6 CAPITAL FUNDING LLC*) against C6 but was unable to successfully vacate, settle or otherwise resolve the original judgment. As of each December 31, 2023 and 2022, the Company owed $534,655 on this judgment. On March 22, 2019, Business Merchant Funding (BMF) obtained a Confession of Judgment for $151,191 against the Company. in Ontario County Supreme Court in the State of New York (Case No. 123479-2019 entitled *BUSINESS MERCHANT FUNDING v. GEX MANAGEMENT INC et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130737-2021 entitled *GEX MANAGEMENT INC et al v. BUSINESS MERCHANT FUNDING LLC*) against BMF, successfully vacating the judgment on February 17, 2022, resulting in a gain of $151,191 in 2022. As of each December 31, 2023 and 2022, the Company owed $0 on this judgment. On October 9, 2018, EIN Cap., Inc. (EIN) obtained two Confessions of Judgment each for $471,591, totaling $943,182, against the Company. in Erie County Supreme Court in the State of New York (Case Nos. 815900-2018 and 815919-2018 each entitled *EIN CAP, INC - v. - GEX MANAGEMENT INC/GEX MANAGEMENT INC DBA MYEASYHQ/ ATHERIA LLC/DORVIL FINANCIAL GROUP LLC/QUANTUM ENERGY & FINANCE LLC/GEX INSTITUTE LLC/SUCCESS TRAINING INSTITUTE LLC/GROUP EXCELLENCE MANGEMENT LLC/GROUP EXCELLENCE LLC/SUCCESS DYNASTY LLC/US CONSOLIDATE et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 813479-2021 entitled *GEX MANAGEMENT, INC. et al v. EIN CAP INC.*) against EIN. In November 2022, the EIN and the Company agreed to settle all three of proceedings for $50,000, resulting in a gain of $893,182 in 2021. In 2022, a payment was made for $12,500, and EIN agreed to accept a $30,000 payment to settle the remaining $37,500 balance. As of each December 31, 2022 and 2021, the Company owed $0 on this matter. On April 25, 2023, the Workers Compensation Board of the State of New York obtained a judgment against the Company in the amount of $22,000 in the Albany County Supreme Court (Case No. 903715-23 entitled *Workers Compensation Board of the State of New York vs GEX MANAGEMENT INC*). As of December 31, 2023, $22,000 was outstanding on this judgment. **ITEM 4. MINE SAFETY DISCLOSURES** Not applicable. | 11 | | | | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** Our common stock is included in the OTC Pink Sheets, under the symbol GXXM. The table below summarizes the high and low closing sales prices per share for our common stock for the periods indicated, as reported on OTC. These amounts have been adjusted to reflect the 4 for 3 stock split of our common stock effected on December 12, 2017 and the 1 for 10,000 reverse stock split of our common stock effected on May 18 2020. The Company began trading on June 13, 2017 and therefore has no activity prior to the Quarter ended June 30, 2017. | 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 | | | ** *Shareholders* As of December 31, 2023, there were approximately 111 holders of record of our common stock. This number does not include shareholders for whom shares were held in nominee or street name. *Dividends* No Dividends were declared for the year ended December 31, 2023. **ITEM 6. SELECTED FINANCIAL DATA** As a Smaller Reporting Company, we are not required to report selected financial data. | 12 | | | | | **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** **Our Business** GEX Management is a management consulting and technology business services company providing client employers and their employees with a broad portfolio of related products and services. We provide both long and short-term consulting solution services, including enterprise strategy and technology consulting, enterprise project management; and Human Capital Management (HCM) solution capabilities. **Business Operations** GEX Management works continuously to expand its service offerings to its clients in order to assist them to achieve their respective business goals. Our unique and tailored approach, coupled with an ever-expanding array of services, has significantly differentiated the Company from competitors. GEX likewise distinguished itself in the market via accessible and exceptional client support ensuring that we will not only gain new clients but will retain those we currently have, resulting in long-term sustainability. Clients typically initiate service by means of a three-month agreement with the Company. The contract thereby automatically renews until terminated with a 30-day notice by either party. **Critical Accounting Policies** The Companys financial statements were prepared in conformity with U.S. generally accepted accounting principles. As such, management is required to make certain estimates, judgments and assumptions that they believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the periods presented. **Revenue Recognition** GEX enters into contracts with its clients for management consulting and staffing services. GEXs contract stipulates the rate and price charged to each client. GEXs contracts for these services are generally cancellable at any time by either party with 30-days written notice. GEX fulfills its performance obligations each month, or as consultants work hours for hourly contracts, and the contracts generally have a term of one year with an automatic renewal after 12 months. *Management Consulting and Staffing Services* GEX Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. Revenue is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected. Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided. The revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as well as the estimated profit margin on the project. GEX Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided, generally as consultants perform the services. If there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the revenue recognized accordingly. GEX Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated. | 13 | | | | | **Results of Operations for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022** *Revenues* In 2023, the Company recognized $2,095,545 of revenue, as compared to $2,338,979 in 2022, for a decrease of $243,434 or 10%. The decrease in revenue is due to fluctuations as client needs changed. *Cost of Services and Gross Margins* In 2023, costs of revenues increased to $1,366,674, as compared to $1,234,243 in 2022, for an increase of $132,431 or 11%. This increase in cost of revenue impacted the companys gross margin, which decreased from 47% in fiscal year 2022 to 35% in fiscal year 2023. The increase in cost of revenue was primarily driven by higher personnel costs. Higher Personnel Costs One of the primary drivers of the increase in cost of revenue was higher personnel costs. GEX Management continued to invest in its talent development programs and initiatives aimed at attracting and retaining high-quality consulting professionals. As a result, the company incurred higher salaries and benefits expenses, as well as increased costs related to recruiting and training new employees. | 14 | | | | | *Operating Expenses* Operating expenses declined from $1,070,583 in 2022 to $809,639 in 2023, representing a decrease of $260,944 or 24%. This decrease in operating expenses was primarily driven by several factors, including improved cost management, streamlining of business processes, and reduced marketing and advertising expenses. Improved Cost Management One of the primary drivers of the decrease in G&A expenses was improved cost management. GEX Management focused on optimizing its operational processes, identifying areas of inefficiency, and implementing cost-saving measures. This led to a reduction in expenses related to rent, utilities, office supplies, and other general business expenses. Streamlining of Business Processes Another factor contributing to the decrease in G&A expenses was the streamlining of business processes. GEX Management implemented new software tools and systems to automate and streamline administrative tasks, reducing the need for manual labor and streamlining operations. This led to a reduction in expenses related to personnel costs and administrative overhead. Reduced Marketing and Advertising Expenses Finally, GEX Management also reduced its marketing and advertising expenses during the fiscal year, which contributed to the decrease in G&A expenses. The company focused on leveraging its existing network and client base to generate new business, reducing the need for expensive marketing campaigns and other promotional activities. Looking forward, GEX Management remains committed to optimizing its cost structure and improving operational efficiency to drive profitability and growth. The company will continue to invest in technology and systems to automate and streamline administrative tasks, reducing the need for manual labor and lowering administrative overhead. Additionally, the company will continue to focus on leveraging its existing client base and network to generate new business, reducing the need for expensive marketing campaigns and other promotional activities. Overall, GEX Managements fiscal year 2022 was marked by a significant decrease in G&A expenses, driven by improved cost management, streamlining of business processes, and reduced marketing and advertising expenses. The company remains committed to optimizing its cost structure and improving operational efficiency to drive profitability and growth, while continuing to focus on delivering high-quality consulting services to its clients. | 15 | | | | | *Net Operating Loss* During fiscal year 2022, the Companys generated net operating losses of $80,768 in 2023 and net operating income of $34,153 in 2022, for a change of $114,921 or 336%. This change in net loss was primarily driven by a decrease in revenue, net of improved cost management and a broader reduction in operating expenses. Improved Cost Management Another factor contributing to the decrease in net loss was improved cost management. GEX Management focused on optimizing its operational processes, identifying areas of inefficiency, and implementing cost-saving measures. This led to a reduction in expenses related to rent, utilities, office supplies, and other general business expenses. Additionally, the company implemented new software tools and systems to automate and streamline administrative tasks, reducing the need for manual labor and streamlining operations. Reduction in Operating Expenses Finally, GEX Management also saw a significant reduction in its operating expenses during the fiscal year, which contributed to the decrease in net loss. The company was able to reduce its general and administrative (G&A) expenses considerably in 2022, primarily due to improved cost management and streamlining of business processes. Looking forward, GEX Management remains committed to driving revenue growth, improving cost management, and reducing operating expenses to drive profitability and growth. The company will continue to focus on delivering high-quality consulting services to its clients, while optimizing its cost structure and improving operational efficiency to drive profitability and growth. Overall, GEX Managements fiscal year 2022 was marked by a significant decrease in net loss, driven by increased revenue, improved cost management, and a reduction in operating expenses. The company remains committed to driving profitability and growth by delivering high-quality consulting services to its clients, while optimizing its cost structure and improving operational efficiency. *Other Income/(Expense)* In 2023, the Company recognized net other income of $481,055, as compared to $43,540,351 in 2022, for a decrease of $43,059,296 or 99%. This change was primarily driven by substantial changes in fair value of the derivative liability on the Companys convertible debt, which resulted from a significant dilution-driven decline in the Companys stock price in 2022 and 2023 that impacted key inputs used to value the derivative liability. The remaining changes in net other expense resulted from interest expense on convertible debt and losses on judgments. *Net Income* The Company generated net income of $400,287 during the year ended December 31, 2023, as compared to $43,574,504 for the year ended December 31, 2022, representing a decrease of $43,174,217 or 99%. The net income and substantial year-over-year change were primarily driven by accounting for derivative liabilities associated with the Companys convertible debt. **Liquidity and Capital Resources** As shown in the accompanying financial statements as of December 31, 2023, the Company had $18,173 of cash and $499,160 of current assets, as compared to total current liabilities of $4,688,364, has incurred substantial recurring operating losses, and had an accumulated deficit of $17,500,100. Furthermore, the Companys revenue and profits have historically been insufficient to generate positive cash flow, and there can be no assurances of future revenues or sufficient profits to fund operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Given these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Companys financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. The Company has identified several potential financing sources necessary to fund operations. From time to time, management has taken short-term factoring and working capital loans against present and future receivables to timely fund the growth of the company. Management has eliminated this practice and currently relies on other traditional and non-traditional debt instruments primarily in the form of convertible notes. as well as is exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may be available to the Company, as well as trying to generate additional revenues and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Companys financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. Additionally, even if the Company raises sufficient capital through additional equity or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose significant restrictions on the Companys operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly, if the Companys common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds. | 16 | | | | | A summary of our cash flows for the twelve months ended December 31, 2023 and 2022 is as follows: | | | 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 | ) | | Net cash used in operating activities was $52,870 for the twelve months ended December 31, 2023, as compared to $237,945 of cash used in operating activities for the twelve months ended December 31, 2022, for a decrease of $185,075 or 78%. Cash used in operations decreased significantly due to reduced operating costs. Net cash provided by financing activities was $0 for the twelve months ended December 31, 2023, as compared to $55,000 for the twelve months ended December 31, 2022, representing a decrease of $55,000 or 100%. The decrease was primarily due to no new convertible debt issuances in 2023. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** Not applicable. | 17 | | | | | **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** **** **GEX MANAGEMENT, INC.** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | 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 | | | 18 | | | | | **Report of Independent Registered Public Accounting Firm** To the shareholders and the board of directors of GEX Management, Inc. **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of GEX Management, Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. **Substantial Doubt about the Companys Ability to Continue as a Going Concern** **** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Companys significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ BF Borgers CPA PC **BF Borgers CPA PC (PCAOB ID 5041)** We have served as the Companys auditor since 2023 Lakewood, CO April 25, 2024 | 19 | | | | | **GEX Management, Inc.** **Consolidated Balance Sheets** **December 31, 2023 and 2022** | | | 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 | | | See accompanying notes to the consolidated financial statements. | 20 | | | | | **GEX Management, Inc.** **Consolidated Statements of Operations Years Ended** **December 31, 2023 and 2022** | | | 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 | | | See accompanying notes to the consolidated financial statements. | 21 | | | | | **GEX Management, Inc.** **Consolidated Statement of Changes in Shareholders Deficit** **Years Ended December 31, 2023 and 2022** | | | 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 | ) | | See accompanying notes to the consolidated financial statements. | 22 | | | | | **GEX Management, Inc.** **Consolidated Statements of Cash Flow** **Years Ended December 31, 2023 and 2022** | | | 2023 | | | 2022 | | | | | | Year Ended December 31, | | | | | | 2023 | | | 2022 | | | | | | | | | | | | | Cash Flows from Operating Activities | | | | | | | | | | | Net Income | | $ | 400,287 | | | $ | 43,574,504 | | | | Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | | | | | | | | | | | Change in fair value of derivative liability | | | (1,059,318 | ) | | | (44,315,804 | ) | | | Derivative liability loss on issuance | | | - | | | | 80,246 | | | | Loss on extinguishment of debt | | | 126,016 | | | | 38,990 | | | | Loss/(gain) on judgments and settlements | | | 22,000 | | | | (171,191 | ) | | | Non-cash interest expense for warrants and commitment shares issued with convertible debt | | | - | | | | 13,143 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | (81,347 | ) | | | (214,679 | ) | | | Accounts payable | | | 3,501 | | | | 12,170 | | | | Accrued liabilities | | | 510,644 | | | | 682,611 | | | | Accrued interest and fee conversions (non-cash change) | | | 22,928 | | | | 92,065 | | | | Litigation liabilities | | | - | | | | (30,000 | ) | | | Related party payables | | | 2,419 | | | | - | | | | Net Cash (Used in) Operating Activities | | | (52,870 | ) | | | (237,945 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities | | | | | | | | | | | Net Cash (Used in) Investing Activities | | | - | | | | - | | | | | | | | | | | | | | | Cash Flows from Financing Activities | | | | | | | | | | | Proceeds from convertible debt | | | - | | | | 55,000 | | | | Related party advances | | | 261,265 | | | | 488,352 | | | | Repayment of related party advances | | | (261,265 | ) | | | (488,352 | ) | | | Net Cash Provided by Financing Activities | | | - | | | | 55,000 | | | | | | | | | | | | | | | Net Change In Cash | | | (52,870 | ) | | | (182,945 | ) | | | | | | | | | | | | | | Cash at Beginning of Period | | | 71,043 | | | | 253,988 | | | | Cash at End of Period | | $ | 18,173 | | | $ | 71,043 | | | | | | | | | | | | | | | Supplemental Disclosure of Cash Flow Information: | | | | | | | | | | | Cash paid for interest | | $ | - | | | $ | 52,496 | | | | | | | | | | | | | | | Supplemental Disclosure of Non-Cash Financing Activities: | | | | | | | | | | | Conversions of debt and related accrued interest and fees | | $ | 167,578 | | | $ | 1,082,830 | | | See accompanying notes to the consolidated financial statements. | 23 | | | | | **GEX Management, Inc.** **Notes to the Consolidated Financial Statements** **December 31, 2023** **NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES** **Organization and Description of Business** GEX Management, Inc. (GEX, the Company, we, our, us) is a professional business services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. **Basis of Presentation** Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP), as well as the applicable regulations and rules of the Securities and Exchange Commission (SEC). This requires management to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual results could differ from those estimates **Principles of Consolidation** The consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying notes. **Related Parties** Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party activities and balances are set forth in NOTE 6 to the financial statements. **Use of Estimates** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. **Cash and Cash Equivalents** Cash and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. The Company had no cash equivalents as of December 31, 2023 and 2022. **Accounts Receivable** Accounts receivable consists of accrued services and consulting receivables due from customers. The receivables are generally due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. Bad debt expense for the years ended December 31, 2023 and 2022 was $0 and $62,560, respectively. As of December 31, 2023 and 2022, net accounts receivable was $480,987 and $399,640, net of allowances for bad debts of $64,640 and $2,080, all respectively. **Impairment of Long-Lived Assets** The Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company evaluated the long-lived assets as of December 31, 2023 and determined that the long lived assets should be fully impaired as they no longer held future value. As a result, the Company recorded an impairment expense in the amount | 24 | | | | | **Derivative Financial Instruments** Fair value accounting as required by ASC 815 Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model for out of the money instruments and intrinsic value for in the money instruments. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. **Revenue Recognition** GEX enters into contracts with its clients for management consulting and staffing services. GEXs contract stipulates the rate and price charged to each client. GEXs contracts for these services are generally cancellable at any time by either party with 30-days written notice. GEX fulfills its performance obligations each month, or as consultants work hours for hourly contracts, and the contracts generally have a term of one year with an automatic renewal after 12 months. *Management Consulting and Staffing Services* GEX Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. Revenue is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected. Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided. The revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as well as the estimated profit margin on the project. GEX Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided, generally as consultants perform the services. If there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the revenue recognized accordingly. GEX Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated. **Income Taxes** The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | 25 | | | | | **Fair Value Measurements** ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Companys credit worthiness, among other things, as well as unobservable parameters. **Earnings Per Share** Earnings per share are calculated in accordance with ASC 260 Earnings per Share. Basic income (loss) per share is computed by dividing the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted income (loss) per share is computed by dividing the income (loss) available to common share holders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, estimated shares that would be issued for outstanding convertible debt on an if-converted basis, common stock dividends, warrants and options to acquire common stock, would be considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to the net loss per share. **** **** The Company calculated basic and diluted earnings per share for the years ended December 31, 2023 and 2022 as follows: SCHEDULE OF CALCULATED BASIC AND DILUTED EARNING PER SHARE**** | | | | | | 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 | | | **** **Recently Issued Accounting Pronouncements** **** There are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board (FASB) which the Company has adopted or will adopt, as applicable. The Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2023 and does not expect such pronouncements to have a material impact on the Companys financial position, operations, or cash flows. **Reclassifications** **** Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation. **NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS** **** The Company previously did not recognize embedded derivatives arising from the conversion features of convertible notes. Management re-evaluated the outstanding convertible notes and determined that the holders options to settle the debt in the Companys stock at favorable fixed and variable conversion prices constituted a derivative liability that should be bifurcated from the notes with changes in fair value recognized in the statements of operations. Furthermore, management determined that the derivative liability and corresponding impacts to the results of operations for each reporting period would be material and that the Company should have recorded a derivative liability upon issuance of each applicable note. Additionally, during the preparation process for the restatement, management discovered substantial accounting errors and omitted disclosures in the previously issued financial statements and determined that such matters require restatement as well. | 26 | | | | | The following table reflects the impacts on the Companys balance sheet, statement of operations, and statement of cash flows as of and for the year ended December 31, 2022. **SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS** | | | | | | | | | | | | | | | | | | 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 Companys 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. | | **NOTE 3. GOING CONCERN** As shown in the accompanying financial statements as of December 31, 2023, the Company had $18,173 of cash and $499,160 of current assets, as compared to total current liabilities of $4,688,364, has incurred substantial recurring operating losses, and had an accumulated deficit of $17,500,100. Furthermore, the Companys revenue and profits have historically been insufficient to generate positive cash flow, and there can be no assurances of future revenues or sufficient profits to fund operations without the need for outside capital or advances from management. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Given these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Companys financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. | 27 | | | | | **NOTE 4. STOCKHOLDERS EQUITY** *Series A1 Voting Preferred Stock, $0.00001 Par Value* ** The Company is authorized to issue 800,000 shares of its Series A1 Voting Preferred Stock (Series A1). Series A1 stock has a par value of $0.00001 and entitles the holders to a 51% supermajority vote in any matter that common stockholders may vote on. As of each December 31,2023 and 2022, 800,000 Series A1 shares were outstanding and held by the Chairman and CEO. ** *Common Stock, $0.00001 Par Value* ** The Company is authorized to issue 100,000,000,000 shares of its $0.00001 par value Common Stock. This class of stock is entitled to vote. As of December 31,2023 and 2022, 2,297,512,885 and 589,068,581 Common shares were issued and outstanding, respectively. As of December 31,2023 and 2022, 15,279,469,715 and 14,370,551,896 Common shares, respectively, were reserved for convertible debtholders. *Common Stock Issuances* During 2022 and 2023, the Company issued shares of its Common Stock, as follows: SCHEDULE OF ISSUED SHARES OF COMMON STOCK | | | | 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 | | | | - | | | $ | - | | | | - | | | $ | - | | | | - | | | $ | - | | | *Warrants* In 2021, the Company issued warrants to purchase its common stock in connection with the issuance of certain convertible notes in securities purchase agreements. The Company determined the warrants were detachable from the convertible notes and evaluated whether the warrants represented liabilities or equity under *ASC 480 Distinguishing Liabilities from Equity*, concluding that they did not have the characteristics of liabilities. As a result, the Company recorded the warrants to equity with a corresponding charge to interest expense at issuance. A summary of outstanding warrants and related activities follows: SUMMARY OF OUTSTANDING WARRANTS | 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 | | | | 28 | | | | | **NOTE 5. CONVERTIBLE NOTES PAYABLE, NET** In 2023 and 2022, the Company entered into securities purchase agreements to issue short-term convertible notes with face values totaling $0 and $55,000. The Company further evaluated the fixed price and variable price conversion features of these notes and determined that they constitute embedded derivatives, as the notes are settled in the Companys common stock and are effectively call options to the noteholders. Given that the size of the derivative liabilities was substantially larger than the principal amounts of the notes, management did not allocate the value between the instruments, but rather recorded the notes at face value and bifurcated the derivative liability at its respective value, and recorded changes in fair value in the statements of operations. Accordingly, the Company recorded derivative liabilities upon issuance totaling $0 and $80,246 throughout the years ended December 31, 2023 and 2022, respectively, and recorded corresponding issuance-date losses due to the substantial disparity between the stock price and conversion price at issuance. The Company used the following inputs to value the derivative liability throughout 2023 and 2022: SCHEDULE OF INPUTS TO VALUE OF DERIVATIVE LIABILITY | | | Year Ended December 31, | | | | | 2023 | | 2022 | | | Risk-free interest rate | | 4.56-5.46% | | 1.63-4.76% | | | Time to maturity | | 1 Year | | 1 Year | | | Annualized volatility | | 255-556% | | 232-254% | | | Dividend rate | | 0% | | 0% | | These notes generally call for (i) the Company to reserve 4 to 10 times the amount of shares into which the notes are convertible and (ii) an escalating prepayment penalty of 120-145% increasing every 30-60 days up to 180 days. The following represents key terms of convertible notes that were outstanding and newly issued during 2021 and 2022: SCHEDULE OF CONVERTIBLE NOTES | 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. | | Interest expense for the years ended December 31, 2023 and 2022 totaled $430,247 and $827,408, respectively. As discussed in Note 4, a total of 1,708,444,274 and 376,091,753 common shares were issued for conversions of $167,578 and $1,082,830 convertible debt and accrued interest and fees during 2023 and 2022, respectively. As of December 31,2023 and 2022, outstanding balances on these notes totaled $1,881,495 and $2,026,145, respectively. Accrued interest on these notes included in accrued liabilities as of December 31,2023 and 2022 was $1,291,796 and $885,793, respectively. | 29 | | | | | **NOTE 6. RELATED PARTY TRANSACTIONS** On March 1, 2015 the Company entered into a Line of Credit Agreement with P413, a company affiliated with its former CEO, Mr. Carl Dorvil, at an interest rate of 6%. This line of credit has a balance of $483,677 at December 31, 2022 and December 31, 2020, respectively. On May 2, 2018, this line of credit was extended to April 1, 2020. On September 1, 2018, the line of credit was extended to September 1, 2020. On September 1, 2021, the line of credit was extended to September 1, 2023. The Company also had the following related party activities during the years ended December 31, 2023 and 2022. SCHEDULE OF RELATED PARTY ACTIVITIES | | | | | | | 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 Companys 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. Frontieres 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. | | | 30 | | | | | Additionally, the Company identified the following individuals, entities and activities that appeared to be potential related parties but was unable to ascertain the exact relationships or actual nature of transactions: | | | | | | | | Payments from GEX | | | Payments to GEX | | | | | | (1) | | | (2) | | Year Ended December 31, | | | Year Ended December 31, | | | | Name | | Relationship | | | Stated Nature of Activity | | 2023 | | | 2022 | | | 2023 | | | 2022 | | | | Advisory Consulting Corp | | | Unclear | | | Consulting - General/Undefined | (3) | $ | - | | | $ | 25,000 | | | $ | - | | | $ | - | | | | Denise Kamish | | | Unclear | | | Consulting - General/Undefined | (3) | | - | | | | 4,000 | | | | - | | | | - | | | | Iris Desimone | | | Unclear | | | Consulting - General/Undefined | (3) | | - | | | | 4,000 | | | | - | | | | - | | | | Jaclyn Castro | | | Unclear | | | Consulting - Accounting/Bookkeeping | (3) | | - | | | | 9,000 | | | | - | | | | - | | | | Lori Castro | | | Unclear | | | Consulting - Accounting/Bookkeeping | (3) | | - | | | | 4,000 | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Totals | | | | | $ | - | | | $ | 46,000 | | | $ | - | | | $ | - | | | | (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 Companys 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) arms 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. | | | 31 | | | | | **NOTE 7. INCOME TAXES** **** The Company recorded no deferred income tax provision or benefit for the years ended December 31, 2022 or 2020, because the Company believes it is more likely than not that net operating loss carryforwards will not be utilized in the near future due to net losses. The Company has generated no taxable income. The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income tax rate of 21% plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Companys valuation allowance, as well as due to nondeductible expenses. The Companys blended tax rate of 21% currently consists of 21% for U.S. Federal income tax and 0% for Texas state income taxes. The following tables set forth the Companys analysis of its deferred tax assets and related valuation allowances: **Income Tax Valuation Allowance** SCHEDULE OF PROVISION FOR INCOME TAX | | | 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 | | $ | - | | | $ | - | | | **Components of Deferred Income Tax Assets** SCHEDULE OF DEFERRED INCOME TAX ASSETS | | | 2023 | | | 2022 | | | | | | As of December 31, | | | | | | 2023 | | | 2022 | | | | | | | | | | | | | Net operating loss carryforward | | $ | 2,349,670 | | | $ | 2,242,357 | | | | Valuation allowance | | | (2,349,670 | ) | | | (2,242,357 | ) | | | Net deferred income tax asset | | $ | - | | | $ | - | | | **NOTE 8. CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES** *Significant Concentrations* ** The Company identified the following significant concentrations as of and for the years ended December 31,2023 and 2022: | | | Customer A (related party): | | | | | 11% and 21% of revenues in 2023 and 2022, respectively | | | | | 32% and 21% of accounts receivable as of December 31, 2023 and 2022, respectively | | | | | Customer B: | | | | | 13% of revenues in 2022 | | | | | 10% of accounts receivable as of December 31, 2022 | | | | | Customer C: 13% and 14% of accounts receivable as of December 31, 2023 and 2022, respectively | | | 32 | | | | | *Litigation* From time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Companys results of operations for that period or future periods. On September 13, 2019, a Judgment by Confession was entered in New York against the Company for $195,250 due to EMA Financial, LLC (EMA), a former convertible debtholder, for then-outstanding convertible notes in default, accrued interest and fees. On April 11, 2022, the court awarded a second judgment totaling $20,333. On or around October 5, 2021, a $200,000 payment was made to EMA Financial, and the parties entered into a Mutual Settlement and Release Agreement on August 15, 2022. The agreement called for payment of outstanding interest of $52,496 through August 10, 2022, to be paid as follows: $26,248 due on August 15, 2022, $13,124 due on September 12, 2022, and $13,124 due on October 12, 2022. The Company paid these amounts in 2022, and a Satisfaction of Judgment was entered by EMA on January 23, 2023. As of December 31,2023 and 2022, accrued interest under this agreement totaling $0 and $34,137, respectively, was included in accrued liabilities. On October 16, 2018, C6 Capital, LLC (C6) obtained a Confession of Judgment for $534,655 against the Company. in Ontario County Supreme Court in the State of New York (Case No. 120802-2018 entitled *C6 CAPITAL LLC - v. - GEX MANAGEMENT INC et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130736-2021 entitled *GEX MANAGEMENT INC et al v. C6 CAPITAL FUNDING LLC*) against C6 but was unable to successfully vacate, settle or otherwise resolve the original judgment. As of each December 31, 2023 and 2022, the Company owed $534,655 on this judgment. On March 22, 2019, Business Merchant Funding (BMF) obtained a Confession of Judgment for $151,191 against the Company. in Ontario County Supreme Court in the State of New York (Case No. 123479-2019 entitled *BUSINESS MERCHANT FUNDING v. GEX MANAGEMENT INC et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130737-2021 entitled *GEX MANAGEMENT INC et al v. BUSINESS MERCHANT FUNDING LLC*) against BMF, successfully vacating the judgment on February 17, 2022, resulting in a gain of $151,191 in 2022. As of each December 31, 2023 and 2022, the Company owed $0 on this judgment. On October 9, 2018, EIN Cap., Inc. (EIN) obtained two Confessions of Judgment each for $471,591, totaling $943,182, against the Company. in Erie County Supreme Court in the State of New York (Case Nos. 815900-2018 and 815919-2018 each entitled *EIN CAP, INC - v. - GEX MANAGEMENT INC/GEX MANAGEMENT INC DBA MYEASYHQ/ ATHERIA LLC/DORVIL FINANCIAL GROUP LLC/QUANTUM ENERGY & FINANCE LLC/GEX INSTITUTE LLC/SUCCESS TRAINING INSTITUTE LLC/GROUP EXCELLENCE MANGEMENT LLC/GROUP EXCELLENCE LLC/SUCCESS DYNASTY LLC/US CONSOLIDATE et al*) related to previous merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 813479-2021 entitled *GEX MANAGEMENT, INC. et al v. EIN CAP INC.*) against EIN. In November 2022, the EIN and the Company agreed to settle all three of proceedings for $50,000, resulting in a gain of $893,182 in 2021. In 2022, a payment was made for $12,500, and EIN agreed to accept a $30,000 payment to settle the remaining $37,500 balance. As of each December 31, 2022 and 2021, the Company owed $0 on this matter. On April 25, 2023, the Workers Compensation Board of the State of New York obtained a judgment against the Company in the amount of $22,000 in the Albany County Supreme Court (Case No. 903715-23 entitled *Workers Compensation Board of the State of New York vs GEX MANAGEMENT INC*). As of December 31, 2023, $22,000 was outstanding on this judgment. As of December 31, 2023 and 2022, the Company had $556,655 and $534,655, respectively, of outstanding litigation-related liabilities. *Other Commitments and Contingencies* Other than the information set forth in this note, management was not aware of any other significant commitments or contingencies as of the date of this filing. **NOTE 9. SUBSEQUENT EVENTS** **** In March 2024, the Company entered into four convertible notes totaling $74,000, with net proceeds of $60,000. The notes call for an (i) interest rate of 15% per annum and (ii) a one-time interest charge of 10% on the principal amount and are convertible into the Companys Common stock at a fixed rate of $0.0001 per share. Management has evaluated subsequent events through the date these financial statements were available to be issued and did not identify any other significant events. | 33 | | | | | **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES** On November 9, 2023, the Board of Directors of GEX Management, Inc (the Company) approved the engagement of BF Borgers CPA PC (Borgers) as the Companys new independent registered public accounting firm. In connection with the selection of Borgers, the Company dismissed Hudgens CPA PLLC (Hudgens) as the Companys independent registered public accounting firm. During the years ended December 31, 2022 and 2021 and the subsequent interim period through September 30, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused Hudgens to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on the Companys consolidated financial statements as of and for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2022 and 2021, and the subsequent interim period through September 30, 2023, neither the Company nor anyone on its behalf has consulted Borgers with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided Hudgens with a copy of the disclosures it is making in this Current Report on Form 10-K prior to its filing with the Securities and Exchange Commission (SEC) | 34 | | | | | **** **ITEM 9A. CONTROLS AND PROCEDURES** **Evaluation of Disclosure Controls and Procedures** In accordance with Exchange Act Rules 13a-15 and 15a-15, the management of GEX Management Inc, with the participation of our Chief Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the restatement discussed in NOTE 2 to the financial statements, and limited funds to consistently retain securities counsel, management has concluded that our disclosure controls and procedures were ineffective in ensuring that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. In addition, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our management has concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that material information about the company is made known to them by others within our organization, particularly during the period in which this report was being prepared. However, any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, any evaluation of the effectiveness of controls and procedures is subject to various risks and uncertainties, including the risk that controls or procedures may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate over time. As a result, managements evaluation of controls and procedures is subject to the risk that controls or procedures may not be effective in detecting or preventing misstatements in financial or other information. **Managements Annual Report on Internal Control Over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, the Company determined that there were control deficiencies that constituted material weaknesses under COSO and SEC rules are, as described below: (1) lack of a functioning audit committee and lack of a majority of independent directors on the Companys board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. The aforementioned potential material weaknesses were identified by the Companys Chief Executive Officer in connection with the preparation of our financial statements as of December 31, 2023 and communicated the matters to our management and board of directors. **ITEM 9B. OTHER INFORMATION** None. | 35 | | | | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** The following table lists the names and ages of the executive officers and directors a of the Company as of December 31, 2023. | 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 | | | | | | | | *Srikumar Vanamali, age 41,* is an experienced post-MBA executive with close to 20 years of top-tier, diverse experience in strategy and technology consulting, compliance consulting investment banking and professional business services. Mr. Vanamali has been leading the Companys Corporate Strategy functions since June 2018. Prior to that, from January 2017 through May 2018, he worked as a private equity principal and an investment banker at NMS Capital, a L.A.-based firm focusing on capital markets and M&A. Before joining NMS Capital, he was a Management Consultant for Sharp Decisions Inc, a business services company through which he provided consulting services to Toyota Financial Services from November 2014 through December 2016. Prior to this, he was a Consultant and Technology Lead at Infosys, a global consulting firm, from November 2003 through June 2012. Mr. Vanamali earned a Bachelors in Engineering, Computer Science from the University of Madras, in Chennai, Tamil Nadu, India, in 2003, and an MBA from UCLA Anderson School of Management, in Los Angeles, California, in 2014. In October 2022, Mr. Vanamali became the Chief Executive Officer of GEX Management, Inc. Prior to that, he served in the role of President of GEX Management from July 2021 till October 2022. Prior to that, he served as the Chief Executive Officer and Executive Director for GEX Management, Inc., from October 2018 till July 2021. *Joseph Frontiere, age 33,*had been serving as Director of the Company since July 2021. Prior to that, from July 2021 to October 2022, he served as CEO of GEX Management. Prior to that, from June 2010 through September 2012, he served as a CEO of Lorde Global, a company that provided strategic consulting services. *Shaheed Bailey, age 35,*had been serving as Managing Partner of Greenpoint Capital Partners., a private equity firm that helps middle market companies raise equity/debt capital and locate strategic and value strategic acquisitions, and provides consulting for cost cutting, tax savings and growth strategies since October 2012. Prior to that, from June 2010 through September 2012, he served as a Sales Consultant/Partner for Sales Consultants of Morris County, a company that provided strategic consulting services. Before joining Sales Consultants of Morris County, he was a Private Banker with Wells Fargo Bank from July 2008 through April 2010. In October 2018, Mr. Bailey became the Interim Chief Investment Officer and Director for GEX Management, Inc., and currently serves as a Director. **Section 16(a) Beneficial Ownership Reporting Compliance** Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe that as of the date of this report they were all current in their 16(a) reports. | 36 | | | | | **Board of Directors** Our Board of Directors currently consists of three members. Our Board of Directors has affirmatively determined that there are currently no independent directors serving on our board. **Committees of the Board of Directors** Audit Committee We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on managements belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development. Governance, Compensation and Nominating Committee We do not have a standing governance, compensation and nominating committee of the Board of Directors. Management has determined not to establish governance, compensation and nominating committee at present because of our limited resources and limited operations do not warrant such a committee or the expense of doing so. **Code of Ethics** The Company has adopted the following code of ethics for officers, directors and employees: | - | Show respect towards others in the workplace | | | - | Conduct all business activities in a fair and ethical manner | | | - | Work dutifully and responsibly for the Companys shareholders and stakeholders | | **Limitation of Liability of Directors** Pursuant to the Texas Business Organizations Code, our Amended and Restated Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Directors liability under federal or applicable state securities laws. **Legal Proceedings** During the past ten years, none of our current directors, executive officers or persons nominated to become directors or executive officers: (1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); | 37 | | | | | (3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; (5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | 38 | | | | | **Material Changes to the Procedures by which Security Holders May Recommend Nominees** There have been no material changes to the procedures by which security holders may recommend nominees to the registrants Board of Directors. **ITEM 11. EXECUTIVE COMPENSATION** **Compensation of Executive Officers** The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2023 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO): The following officers received the following compensation for the years ended December 31, 2023. These officers have employment contracts with the Company. | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | As discussed in Note 6 to the financial statements, the Company identified payments to Mr. Frontiere and 27 Health, LLC, an entity he directs, totaling $159,993 during the year ended December 31, 2022. Furthermore, payments totaling $46,000 were paid to consultants appearing to have affiliations with Mr. Frontiere during 2022. The actual nature and relationships are unclear. However, if Mr. Frontiere ultimately benefitted from these payments, these could potentially represent compensation of up to $205,993 in 2022. | | **Employment Agreements** The Company has an employment agreement with Mr. Vanamali, under which Mr. Vanamali receives a $250,000 base salary per year. | 39 | | | | | **Compensation of Directors** During the year ended December 31, 2022, the Company paid $10,000 to FCP Holdings, a Company affiliated with Mr. Shaheed Bailey. Generally, the Companys directors do not receive any compensation for their services as directors. The Board of Directors has the authority to establish the compensation of directors. Other than the amounts listed above, no amounts have been paid to, or accrued to, directors in such capacity. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS** The following table lists the number of shares of Common Stock of our Company and, with respect to our officers, directors and principal stockholder, shares of our Super Voting Preferred Stock, as of April 25, 2024 that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock and Super Voting Preferred Stock by our principal stockholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock held by them. | Name of Stockholder | | Number of Shares of Common Stock | | | Number of Super Voting Preferred Stock | | | Number of Votes Held by Common Stockholders | | | Percentage of Voting Equity (1)(3) | | | | Sri Vanamali | | | 0 | | | | 800,000 | | | | 0 | | | | 51.0 | % | | | Total | | | 0 | | | | 800,000 | | | | 0 | | | | 51.0 | % | | **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE** As discussed in Item 11 and as further discussed in Note 6 to the financial statements, in 2023 and 2022, Mr. Vanamali received compensation of $250,000 and $312,656, made advances to and paid for expenses on behalf of the Company totaling $261,265 and $488,352, and received reimbursements of $261,265 and $488,352, all respectively. The Company also made direct and indirect payments to Mr. Joseph Frontiere, the Companys former CEO and current Director, and 27 Health, LLC, an entity he controls, totaling $159,993 during the year ended December 31, 2022. Furthermore, payments totaling $46,000 were paid to consultants appearing to have affiliations with Mr. Frontiere during 2022. The actual nature of these payments and Mr. Frontieres relationships to the recipients of the latter payments is unclear. During the year ended December 31, 2022, the Company paid $10,000 to FCP Holdings, a Company affiliated with Mr. Shaheed Bailey. The Company does not have any independent directors serving on the Board of Directors. **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **Audit Fees** The aggregate fees billed for professional services rendered by our former auditors, Hudgens CPA, PLLC, for the audits of our annual financial statements and interim reviews of the financial statements included in our Forms 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements during the years ended December 31, 2023 and 2022 totaled $103,531. The aggregate fees incurred for professional services rendered by our current auditors, BF Borgers CPA PC, for the audits of our annual financial statements and interim reviews of the financial statements included in our Forms 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements commenced during the year ended December 31, 2023 totaled $15,000. **Audit Related Fees** None. **Tax Fees** None. **All Other Fees** None. | 40 | | | | | **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** Exhibits | 31.1 | | Certification of the Companys Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32.1 | | Certification of the Companys 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) | | | 41 | | | | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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 on April 25, 2024. | | GEX Management, Inc. | | | | | | | | | By: | /s/ Sri Vanamali | | | | | Sri Vanamali | | | | | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized. | Name | | Title | | Date | | | | | | | | | | By: | /s/ Sri Vanamali | | Chief Executive Officer and Chairman of the Board | | April 25, 2024 | | | | Sri Vanamali | | | | | | | 42 | |