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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
10-Q/A

 

(Amendment No. 2)

 

(Mark
One)

 

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

 

For
the quarterly period ended September 30, 2020

 

OR

 

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

 

For
the transition period from ______to ______

 

Commission
File Number 001-38288

 

GEX
MANAGEMENT, INC.

(Exact
name of registrant as specified in its charter)

 

Texas   56-2428818

(State
or other jurisdiction

of
incorporation)

 

(IRS
Employer

Identification
No.)

 

3662
W Camp Wisdom Road

Dallas,
Texas 75237

(Address
of principal executive offices)

 

(877)
210-4396

(Issuer’s
telephone number)

 

N/A

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

 

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

 

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

 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

EXPLANATORY
NOTE

 

This Amendment
No. 2 (“Amendment No. 2”) to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 of
GEX Management, Inc. (the “Company”) filed with the Securities and Exchange Commission on November 23, 2020 (the “Form
10-Q”), is to amend Part I (Item 1) with updated footnotes related to certain convertible notes and conversions (Note 3
and Note 4) and related informed as reviewed by the Independent Registered Public Accounting Firm per the requirements of Form
10-Q.

 

 

GEX
MANAGEMENT, INC.

 

FORM
10-Q

FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

 

TABLE
OF CONTENTS

 

 

 

PART
I – FINANCIAL INFORMATION

 

ITEM
1. FINANCIAL STATEMENTS

 

The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction
with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which we filed with the SEC on May 14, 2020 (“Annual Report”), as updated in subsequent filings
we have made with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full
year.

 

 

GEX
MANAGEMENT, INC.

 

CONDENSED
CONSOLIDATED FINANCIAL

 

STATEMENTS
TABLE OF CONTENTS

 

 

 

GEX
Management, Inc.

Condensed
Consolidated Balance Sheets

 

    September 30, 2020     December 31, 2019  
    (Unaudited)     (Audited)  
ASSETS                
Current Assets:                
Cash and Cash Equivalents   $ 21,200     $ 4,263  
Accounts Receivable, net     18,717       7,467  
Accounts Receivable – Related Party            
Other Current Assets     991,487       994,137  
Total Current Assets     1,031,404       1,005,867  
                 
Property and Equipment (Net)     5,935       7,435  
Other Assets     2,778,167       2,940,887  
                 
TOTAL ASSETS   $ 3,815,506     $ 3,954,190  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                
                 
Current Liabilities:                
Accounts Payable   $ 119,466     $ 129,504  
Accrued Expenses and Other Current Liabilities   $ 321,236       283,801  
Derivative Liability, Others     415,512       521,289  
Accrued Interest Payable     310,379       284,550  
Notes Payable Current Portion     3,606,567       3,623,579  
Total Current Liabilities     4,773,160       4,842,722  
                 
Non-Current Liabilities Notes Payable            
Other Non-Current Liabilities            
Line of Credit     483,677       483,677  
Total Long Term Liabilities     483,677       483,677  
                 
TOTAL LIABILITIES     5,256,836       5,326,398  
                 
SHAREHOLDERS’ EQUITY (DEFICIT)                
                 
Common Stock, $0.001 par value, 609,407 and 590,351 shares issued and Outstanding as September 30, 2020 and December 31, 2019, respectively     1,105       583  
Additional Paid In Capital     5,233,149       5,208,382  
Retained Deficit     (6,675,584 )     (6,581,174 )
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)     (1,441,330 )     (1,372,209 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)     3,815,506       3,954,190  

 

 

GEX
Management, Inc.

Condensed
Consolidated Statements of Operations (Unaudited)

 

   

Three Months

Ended

   

Three Months

Ended

   

Nine Months

Ended

   

Nine Months

Ended

 
    September 30, 2020     September 30, 2019     September 30, 2020     September 30, 2019  
                         
Revenues   $ 244,230     $ 24,354     $ 406,408     $ 271,638  
Revenues – Related Party                 0       0  
Total Revenues (1)     244,230       24,354       406,408       271,638  
                                 
Cost of Revenues     23,870       8,127       48,505       95,322  
Gross Profit (Loss)     220,360       16,227       357,903       176,316  
                                 
Operating Expenses Depreciation and Amortization     52,750       52,750       158,250       162,262  
Selling and Advertising                        
General and Administrative     186,143       40,635       361,985       231,079  
Total Operating Expenses     238,893       93,385       520,235       393,341  
                                 
Total Operating Income (Loss)     (18,533 )     (77,158 )     (162,332 )     (217,025 )
                                 
Gain on Extinguishment of Debt                        
Gain of Disposition of Asset                        
Derivative Gain (Loss)           (54,558 )     (105,777 )     (54,558 )
Income from Other                        
Interest Income (Expenses)     (8,277 )           37,556       (126,007 )
Net Other Income (Expense)     (8,277 )     (54,558 )     68,250       (248,921 )
                                 
Net income (loss) before income taxes     (26,810 )     (131,716 )     (94,082 )     (465,946 )
Provision for income taxes                        
Net Income Attributable to Non Controlling Interest                        
NET INCOME (LOSS)     (26,810 )     (131,716 )     (94,082 )     (465,946 )
                                 
BASIC and DILUTED                                
Weighted Average Shares Outstanding     1,217,376       590,351       1,217,376       590,351  
Earnings (loss) per Share     (0.02 )     (0.22 )   $ (0.08 )   $ (0.79 )

 

 

GEX
Management, Inc.

Condensed
Consolidated Statements of Cash Flows (Unaudited)

 

    Nine Months Ended     Nine Months Ended  
    September 30, 2020     September 30, 2019  
Cash Flows (used by) Operating Activities:                
Net Loss   $ (94,082 )     (465,946 )
Adjustments to reconcile net loss to net cash (used in) operating activities:                
Depreciation and Amortization     158,250       162,262  
Changes in assets and liabilities:                
Accounts receivable     (11,250 )     9,549  
Other current assets/liabilities     2,649       88,384  
Other Assets/Liabilities     (112,064 )     3,733,114  
Accounts Payable     (10,038 )     11,505  
Accrued expenses and other payables     37,435       (1,057,785 )
Accrued interest payable     25,829       26,011  
Net cash (used in) operating activities     (3,270 )     2,507,094  
                 
Cash Flows from (used in) Investing Activities:                
Net cash (used in) Investing Activities:            
                 
Cash Flows from (used in) Financing Activities:                
Proceeds from common stock/ APIC     25,289        
Proceeds/Payments from notes payable     (17,012 )     (1,313,590 )
Payments/Proceeds from short term notes payable (net)           (1,315,162 )
Net cash provided by financing activities     8,277       (2,628,752 )
NET INCREASE (DECREASE) IN CASH     5,008       (121,658 )
CASH AT BEGINNING OF PERIOD     16,192       137,850  
CASH AT END OF PERIOD     21,200       16,192  

 

 

GEX
Management, Inc.

Notes
to Condensed Consolidated Financial Statements

For
the Six Months Ended June 30, 2020 and 2019

(Unaudited)

 

NOTE
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

Organization
and Description 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 Company’s 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 current management of GEX 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. As a result of management efforts, GEX Management was invited
in February 2019 to be a Preferred Supplier to Insight Global (www.insightglobal.com), one of the world’s 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 world’s leading Fortune 100 CRM Company at its headquarters in San Francisco. As a direct result of the high market
demand for experienced technology consultants via its supplier program, the GEX team has interviewed and procured 15 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 short to long
term projects and are expected to be fully staffed by its corporate clients by Q4 2021. Additionally, GEX plans to hire and place
50-75 enterprise consultants over the next 18 – 24 month period to satisfy its growing pipeline of future contracts. As a result
of these market initiatives, GEX forecasts to potentially achieve approximately $10- 15M in gross billings over the next 18-24
month period, assuming all projected contracts are fully placed on projects that have been currently identified by the GEX supplier
program pipeline.

 

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 – this contract
has resulted in enormous growth opportunities for GEX and is expected to significantly expand growth in future periods. GEX has
signed additional contracts to provide interim “CFO” and “CEO” consulting services to high growth public
and private companies, resulting in over 900% YoY growth in sales this quarter as a direct result of these opportunities.
Furthermore, GEX is in talks with multiple staffing and consulting companies to identify synergistic acquisition opportunities
to fuel organic and inorganic growth and fulfil the corporate objective of becoming a top tier business services firm in the US
while also developing a long term and sustainable business model. Management expects these and other potential growth initiatives
to help the firm eventually achieve strong and stable revenue growth while also achieve profitability by targeting a higher margin,
lower cost model and relying on less expensive debt instruments to help reduce the burden across the firm’s capital structure
while maximizing efficient use of operating capital during future periods.

 

In
addition to these planned strategic growth initiatives which had started to build momentum in 2019 and expected to grow steadily
in future periods, 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. As part of this balance sheet “clean-up” initiative,
on February 8 2019, GEXM and the G&C Family LLC executed a “Deed in Lieu of Foreclosure” agreement the terms of
which would allow GEXM to release ownership of the Arkansas building under AMAST LLC to the G&C Family Group, LLC in return
for cancellation of the $1,300,000 real estate lien note secured by the building along with any and all accrued interest payable
on the note as of the date of the agreement. Additionally, on March 5, 2019, one of GEX’s promissory note holders proceeded
to execute its rights to enforce the liens on the Setco property through a foreclosure process which resulted in the note holder
taking possession of the Setco property resulting in the elimination of a $500,000 note and any accrued interest on the principal
amount and the elimination of $1,125,000 Setco real estate lien note made to Setco along with any accrued interests from the Company
books. Furthermore, GEX has been able to reduce the overall debt and debt like instruments on the balance sheet by over
50% of the principal outstanding balance through strategic conversions of convertible notes to common equity initiated
by the convertible note issuers throughout 2019 and 2020 and settlement or elimination of certain MCA and debt like
instruments– this focus on balance sheet is expected to sustain through 2021 and beyond as a result of these management
growth initiatives and the continued support of investors and shareholders alike. 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.

 

 

Material
Definitive Agreements

 

No
Material Agreements have been executed by the Company during this reporting period.

 

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.

 

The
accompanying interim, unaudited consolidated financial statements and related financial information should be read in conjunction
with the audited financial statements and the related notes thereto for the year ended December 31, 2019 included in the Company’s
Annual Report on Form 10-K, filed with the SEC on May 14, 2020. All adjustments necessary for a fair statement of the results
for the interim periods have been made. All adjustments are of a normal and recurring nature.

 

 

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.

 

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.

 

Accounts
Receivable

 

Accounts
receivable consists of accrued services and consulting receivables due from customers and are unsecured. 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. GEX’s policy is not to charge interest on receivables after the invoice becomes past due. Write-offs
are recorded at the time when a customer receivable is deemed uncollectible.

 

Property
and Equipment

 

Property
and Equipment, net is carried at the cost of purchase, acquisition or construction, and is depreciated over the estimated useful
lives of the assets. Assets acquired in a business combination are stated at estimated fair value. Costs associated with repair
and maintenance are expensed as they are incurred. Costs associated with improvements which extend the life, increase the capacity
or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related
asset. Depreciation and amortization are provided using the straight-line methods over the useful lives of the assets as follows:

 

    Useful
Life
Buildings   30
Years
Office
Furniture & Equipment
  5
Years

 

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.

 

 

Revenue
Recognition

 

Effective
on January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with
Customers (Topic 606). ASU No. 2014-09 outlines a single, comprehensive revenue recognition model for revenue derived from contracts
with customers and it supersedes the prior revenue recognition guidance, including prior guidance that is industry-specific. Under
ASU No. 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects
the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU
No. 2014-09 using the modified retrospective method, which applies to only the most current period presented in the financial
statements. There were no significant changes to the Company’s existing revenue recognition policies as a result of adopting
ASU 2014-09.

 

GEX
enters into contracts with its clients for professional services. GEX’s contract stipulates the rate and price charged to
each client. GEX’s 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, and the contracts generally have a term of one year with
an automatic renewal after 12 months. The duration between invoicing and when GEX completes its contractual, performance obligations
are satisfied is not significant. For staffing and professional services payment is generally due 30 days after the invoice is
sent to the client. GEX does not have significant financing components or significant payment terms.

 

Staffing
Services and Professional Services

 

Staffing
services revenue is derived from supplying temporary staff to clients. Temporary staff generally consists of temporary workers
working under a contract for a fixed period of time, or on a specific client project. The temporary staff includes both GEX employees
and third-parties contracted by GEX.

 

Temporary
staff are provided to clients through a Staffing Service Agreement (‘SSA’) involving a specified service that the
temporary staff will provide to the client. When GEX is the principal or primary obligor for the temporary staff, GEX records
the gross amount of the revenue and expense from the SSA.

 

GEX
is generally the primary obligor when GEX is responsible for the fulfilment of services under the SSA, even if the temporary staff
are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfil all or part of the SSA with the client,
but GEX remains the holder of the credit risk associated with the SSA, and GEX has total discretion in establishing the pricing
under the SSA.

 

All
other Professional Services revenues are recognized in the period the services are performed as stipulated in the client’s
Outsourcing Agreement, when the client is invoiced, and collectability is reasonably assured. Revenue recognition for arrangements
with multiple deliverables constituting a single unit of accounting is recognized generally over the greater of the term of the
arrangement or the expected period of performance.

 

Income
Taxes

 

The
Company uses the liability method in the computation of income tax expense and the current and deferred income taxes payable.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to
be realized.

 

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 Company’s
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 earnings (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, 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.

 

 

 

 

 

Earnings
per share information for the three months ended September 30, 2020 has been retroactively adjusted to reflect the stock split
that occurred in December 2017 and the reverse stock split that occurred in September 2020.

 

Reclassifications

 

Certain
prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications have had no effect
on the financial position as of December 31, 2019 or operations or cash flows for the periods ended September 30, 2020.

 

Going
Concern

 

To
date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit,
short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order
to raise the capital necessary to fund operations through March 31, 2021.

 

In
addition to the aforementioned current sources of capital that will provide additional short-term liquidity, the Company is currently
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 sales 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 and improve its operations, the Company’s financial
condition and results of operations may be materially adversely affected and the Company may not be able to continue operations,
which raises substantial doubt about its ability to continue as a going concern. 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 raises additional funds through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights,
preferences or privileges senior to those of existing stockholders. 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 Company’s
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 Company’s common stock is
delisted from the public exchange markets, it may limit its ability to raise additional funds.

 

The
consolidated financial statements for the nine months ended September 30, 2020 and were prepared on the basis of a going concern
which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.
Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets.
The ability of the Company to meet its total liabilities of $5,256,836 and to continue as a going concern is dependent upon the
availability of future funding, continued growth in billings and sales contracts, and the Company’s ability to profitably
meet its after-sale service commitments with its existing customers. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

 

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.

 

 

NOTE
2. OTHER CURRENT ASSETS

 

At
September 30, 2020 and December 31, 2019, Other Current Assets were $991,487 and $994,137 respectively. Current Assets primarily
comprised of Debt Fees and Debt Discounts related to Debt and Debt like instruments.

 

At
September 30, 2020 and December 31, 2019, Other Assets were $2,778,167 and $2,940,887 respectively. Other Assets primarily comprised
of long-term Consulting Contracts that had been capitalized on the Balance Sheet and Amortized over their lives over a period
of 3-5 years depending on the length of the specific contract.

 

NOTE
3. STOCKHOLDERS’ EQUITY

 

General

 

The
Company filed Form S-1 with the Securities & Exchange Commission and it was declared effective on November 14, 2016 under
which the Company sold 188,059 shares for $282,089 in the first quarter under this registration statement. The Company effected
a 4 for 3 stock split in December 2017 and a 1 for 10,000 reverse stock split in September 2020. All transaction have been adjusted
to reflect this split.

 

The
Company issued 47,781 shares for services for a total of $74,750 during 2017.

 

On
May 15, 2017, GEX entered into a Conversion Agreement with two consultants that had a $45,000 balance with the Company. In accordance
with the terms and conditions of the Conversion Agreement, GEX issued a total of 40,000 shares of the Company’s common stock,
at a cost basis of $1.125 per share. The two consultants were issued 20,000 shares each of the total 40,000 shares issued by the
Company.

 

On
June 7, 2017, GEX entered into a Debt Conversion Agreement with the Company that purchased the Line of Credit Promissory Note
from the Company’s Chief Executive Officer. Under the terms and conditions of the Debt Conversion Agreement GEX issued 153,664
shares of its common stock, for the extinguishment of $345,745 in debt and accrued interest owed by GEX under the Line of Credit
as of the date of the Debt Conversion Agreement. The shares were valued at $1.125 per share. GEX recorded a gain on extinguishment
of debt in the amount of $172,872.

 

On
June 20, 2017, GEX entered into a Stock Purchase Agreement (“SPA”) with a third-party investor. Under the terms and
conditions of the SPA, GEX issued 19,003 shares of its common stock, for a total of $120,000.

 

On
June 20, 2017, GEX entered into an Advisory Agreement with a third-party advisory firm. Under the terms and conditions of the
Advisory Agreement, GEX paid a non-refundable retainer in the amount of $24,750 through the issuance of 3,334 shares of the Company’s
common stock.

 

On
July 20, 2017, GEX entered into a Stock Purchase Agreement with a third-party investor. Under the terms and conditions of the
SPA, GEX issued 12,668 shares of its common stock restricted pursuant to Rule 144 of the Securities Act of 1933 for a total of
$80,000.

 

On
September 20, 2017, GEX entered into Stock Purchase Agreements with two advisory board members. Under the terms and conditions
of the SPA’s, GEX issued 6,564 shares of its common stock, for a total of $32,000.

 

On
October 18, 2017, GEX entered into a Stock Purchase Agreements with one advisory board member. Under the terms and conditions
of the SPA, GEX issued 2,667 shares of its common stock restricted pursuant to Rule 144 of the Securities Act of 1933, as amended,
for a total of $13,000.

 

On
October 31, 2017 GEX entered into a Lease Agreement for office space in Fayetteville, Arkansas for 1,067 shares of its common
stock, restricted pursuant to Rule 144 of the Securities Act of 1933, as amended.

 

On
December 29, 2017 GEX entered into a SPA with a shareholder. Under the terms of the SPA, GEX issued 75,000 shares of its common
stock for a total of $300,000.

 

On
December 29, 2017 the Company acquired a 12,223 square foot, multi-use office building in Lowell, Arkansas through the purchase
of 100% of the member interest in AMAST Consulting, LLC for 200,000 shares of the Company’s common stock and assumption
of the outstanding mortgage.

 

 

During the twelve-month periods ended
December 31, 2018, 2019 and 2020 respectively, the Company issued the following unregistered securities. The issuance of
securities in connection with these transactions was exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation
D as promulgated by the Securities and Exchange Commission (the “SEC”) under of the Securities Act of 1933, as amended
(the Securities Act”), as transactions by an issuer not involving a public offering.

 

On
July 9, 2018, the Company issued 58,500 shares of common stock at no cost basis for consulting services. On July 19, 2018, the
Company issued 206,500 shares of common stock at no cost basis for consulting services. On July 25, 2018, the Company issued 12,668
shares of common stock at no cost basis for consulting services. On July 30, 2018, the Company issued 100,000 shares of common
stock at no cost basis for consulting services. On August 2, 2018, the Company issued 207,339 shares of common stock at no cost
basis in connection with issuance of a convertible note payable as a commitment fee. On August 7, 2018, the Company issued 50,000
shares of common stock at no cost basis for consulting services. On August 27, 2018, the Company issued 15,000 shares of common
stock at no cost basis for consulting services. On September 10, 2018, the Company issued 220,000 shares of common stock at no
cost basis for consulting services. On September 14, 2018, the Company issued 50,000 shares of common stock at no cost basis for
consulting services. On September 25, 2018, the Company issued 1,436 shares of common stock at no cost basis for consulting services.
On September 26, 2018, the Company issued 15,000,000 shares of common stock at no cost basis related to a real property purchase
acquisition transaction. On January 16, 2019, the Company issued 60,000 shares of common stock related to a convertible note conversion.
On January 21, 2019, the Company issued 538,095 shares of common stock related to a convertible note conversion. On January 29,
2019, the Company issued 120,000 shares of common stock related to a convertible note conversion. On February 13, 2019, the Company
issued 1,000,000 shares of common stock related to a convertible note conversion. On February 13, 2019, the Company issued 400,000
shares of common stock related to a convertible note conversion. On February 14, 2019, the Company issued 400,000 shares of common
stock related to a convertible note conversion. On February 19, 2019, the Company issued 670,000 shares of common stock related
to a convertible note conversion. On February 20, 2019, the Company issued 1,000,000 shares of common stock related to a convertible
note conversion. On February 20, 2019, the Company issued 1,000,000 shares of common stock related to a convertible note conversion.
On February 21, 2019, the Company issued 847,458 shares of common stock related to a convertible note conversion. On February
22, 2019, the Company issued 677,966 shares of common stock related to a convertible note conversion. On February 22, 2019, the
Company issued 1,129,944 shares of common stock related to a convertible note conversion. On February 22, 2019, the Company issued
300,000 shares of common stock related to a convertible note conversion. On February 25, 2019, the Company issued 2,300,000 shares
of common stock related to a convertible note conversion. On February 25, 2019, the Company issued 2,000,000 shares of common
stock related to a convertible note conversion. On February 26, 2019, the Company issued 1,140,000 shares of common stock related
to a convertible note conversion. On February 26, 2019, the Company issued 1,250,000 shares of common stock related to a convertible
note conversion. On February 27, 2019, the Company issued 2,535,211 shares of common stock related to a convertible note conversion.
On February 28, 2019, the Company issued 3,400,000 shares of common stock related to a convertible note conversion. On February
28, 2019, the Company issued 2,900,000 shares of common stock related to a convertible note conversion. In March 2019, the Company
issued a total of 253,428,115 shares of common stock related to a convertible note conversion. In April 2019, the Company issued
a total of 131,889,069 shares of common stock related to convertible note conversions. In May 2019, the Company issued a total
of 1,060,050,879 shares of common stock related to convertible note conversions. In June 2019, the Company issued a total of 1,598,790,735
shares of common stock related to convertible note conversions. In July 2019, the Company issued a total of 1,865,042,736 shares
of common stock related to convertible note conversions. In August 2019, the Company issued a total of 913,654,084 shares of common
stock related to convertible note conversions. On September 21, 2020, the Company issued 30,409 shares of common stock related
to a convertible note conversion. On September 23, 2020, the Company issued 31,872 shares of common stock related to a convertible
note conversion. On September 24, 2020, the Company issued 336,134 shares of common stock related to a convertible note conversion.
On September 25, 2020, the Company issued 39,085 shares of common stock related to a convertible note conversion. On September
29, 2020, the Company issued 57,808 shares of common stock related to a convertible note conversion.

 

 

Effective
February 19, 2019, the Board of Directors of the Company approved the authorization of eight hundred thousand (800,000) shares
of Series A1 Voting Preferred Stock (the “Series A1 Preferred Stock”) and approved the issuance to Srikumar Vanamali,
the Corporation’s Interim CEO and Executive Director, of four hundred thousand (400,000) shares of this Series A1 Preferred
Stock and approved the issuance to Shaheed Bailey, the Corporation’s Interim Chief Investment Officer and Director, of four
hundred thousand (400,000) shares of this Series A1 Preferred Stock. As a result of the issuance of the Series A1 Preferred Stock
Shares to Mr. Srikumar Vanamali and Mr. Shaheed Bailey, Mr. Srikumar Vanamali and Mr. Shaheed Bailey obtained voting rights over
the Company’s outstanding voting stock on February 19, 2019, which provide them combined the right to vote up to 51% of
the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Srikumar Vanamali and Mr. Shaheed Bailey
will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election
of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause
a change in control. In the event Mr. Srikumar Vanamali and Mr. Shaheed Bailey are no longer acting as Officers and Directors
of the Board of Directors of the Corporation, the shares of Series A1 Preferred Stock shall automatically, without any action
on the part of any party, or the Corporation, be deemed cancelled in their entirety. In relation to this, Form 3 was filed in
SEC for both Srikumar Vanamali and Shaheed Bailey related to the 10% Beneficial ownership on account of the majority voting
control through the preferred shares.

 

NOTE
4. NOTES PAYABLE

 

On
April 26, 2018, the Company entered into two Securities Purchase Agreements, pursuant to which the Company issued Convertible
Promissory Notes (“the Notes”) with principal amounts totaling up to $1,000,000, bearing interest at 10% per annum.
The total amounts of the Notes that can be funded (consideration that can be loaned to the Company) is up to $887,500, after discounts
of $112,500 prorated over the term of the Notes. Amounts borrowed by the Company mature in twelve months after the date of funding
and can be prepaid up to six months after issuance subject to prepayment penalties and approval by the Note holders. Any amounts
outstanding on the Notes can be converted into Common Stock at a conversion price of $2.50 per share for the first six months
and at a discount of up to 50% thereafter to the then current market value of the Company’s stock commencing six months
after issuance. Conversion is at the sole discretion of the holders of the Notes. In May 2018, the Company borrowed $200,000 under
the Notes, and received $175,000 after giving effect to discounts of 10% for each note and origination fees. The Company incurred
a total of $5,000 related to origination fees on the Notes. Additionally, the Company issued 50,000 warrant shares for debt issuance
costs at an exercise price of $4.00 per share. The warrants are exercisable for five years and had a fair market value of $31,852
on the date of issuance. The Notes bear interest at 10% per annum. On April 26, 2018, the Company entered into a convertible note
payable for $146,681 bearing interest at 10% per annum.

 

On
April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum. On August
1, 2018, the Company entered into a convertible note payable for $226,000 bearing interest at 12% per annum. The note is convertible
at the lesser of $2.50 per share or 65% of the market price on the date of conversion. In connection with this note payable, on
August 9, 2018, the Company issued 207,339 shares for its common stock as a commitment fee. On August 8, 2018, the Company entered
into a convertible note payable for $85,000 bearing interest at 10% per annum. On August 14, 2018, the Company entered into a
convertible note payable for $250,000 bearing interest at 10% per annum. On August 24, 2018, the Company entered into a convertible
note payable for $85,000 bearing interest at 10% per annum. On January 18 2019, the Company entered into a convertible note payable
for $226,000 bearing interest at 12% per annum. In connection with this note payable, the Company issued 538,095 shares for its
common stock as a commitment fee. On February 15, 2019, the Company entered into a convertible note payable for $43,000 bearing
interest at 10% per annum. On April 16, 2019, the Company entered into a convertible note payable for $38,000 bearing interest
at 10% per annum. On September 27, 2019, the Company entered into a convertible note payable for $45,000 bearing interest at
10% per annum. On May 18, 2020, the principal balance, accrued interests and default amounts related to the February 2019 and
April 16, 2019 convertible notes were consolidated and assigned to an investor group for the total principal outstanding balance
of $62,420.38.

 

NOTE
5. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK

 

As
of September 30, 2020, the company had $18,717 outstanding accounts receivable balance with its customers. As of December 31,
2019, the company had $7,467 outstanding accounts receivable balance with its customers.

 

 

NOTE
6. PROPERTY AND EQUIPMENT

 

The
Company did not own significantly material fixed assets as of September 30, 2020

 

NOTE
7. RELATED PARTY TRANSACTIONS

 

Policy
on Related Party Transactions

 

The
Company has a formal, written policy that includes procedures intended to ensure compliance with the related party provisions
in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction
in which the Company participates and in which a related party (including all of GEX’s directors and executive officers)
has a direct or indirect material interest. Any transaction exceeding the 1% threshold, and any transaction involving consulting,
financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the Board
of Directors. Any related party transaction in which an executive officer or a Director has a personal interest, must be approved
by the Board of Directors, following appropriate disclosure of all material aspects of the transaction.

 

Related
Party Transactions

 

The
Company did not have any related party transactions during this reporting period.

 

Revenues

 

For
the three months ended September 30, 2020 and 2019, the Company had no revenues from related parties.

 

NOTE
8: COMMITMENTS AND CONTINGENCIES

 

The
Company did not have any material contingent obligations during this reporting period.

 

NOTE
9. ACQUISITIONS AND DIVESTITURES

 

The
Company has not been involved in any material acquisition or divestiture activity during the reporting period.

 

 

ITEM
2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You
should read the following discussion of our financial condition and results of operations in conjunction with our financial statements
and the related notes included elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31,
2019.

 

Forward-Looking
Statements

 

This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such
as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“seek,” “should,” “strategy,” “target,” “will,” “would”
and similar expressions or variations intended to identify forward- looking statements. These statements are not guarantees of
future performance, but are based on management’s expectations as of the date of this report and assumptions that are inherently
subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements. All information provided in this report is as of the date of this
report and the Company undertakes no duty to update this information except as required by law.

 

General

 

GEX
Management, Inc., a Texas corporation (the “Company,” “GEX,” “we,” “our,” “us,”
and words of similar import) is a Staffing and Professional Services Company that provides services and general business consulting
to companies for a variety of their staffing needs. We generate substantially all of our revenue from the staffing and other professional
services we offer. These professional services, in addition to staffing, include: Strategy and technology consulting, accounting
and bookkeeping, human resources and business consultation and optimization.

 

Results
of Operations

 

The
three months ended September 30, 2020 compared to the three months ended September 30, 2019 Revenue

 

Our
revenue for the three months ended September 30, 2020 was $244,230 compared to $24,354 for the three months ended September 30,
2019. This significant 900% revenue increase was primarily attributable to the material consulting contracts that were added to
the business in Q3 2020 which resulted in a significant improvement in sales pipeline compared to prior year period.

 

Operating
Expense

 

Total
operating expenses for the three months ended September 30, 2020 was $238,893 compared to the operating cost for the three months
ended September 30, 2019 of $93,385. This increase in operating expenses was primarily due to the business development initiatives
by the current management.

 

Liquidity
and Capital Resources

 

The
Company has identified several potential financing sources in order to raise the capital necessary to fund operations through
March 31, 2020. Management believes that it has been historically difficult for minority and women owned businesses to get access
to reasonably price capital at scale which creates an opportunity to invest into these companies and receive a greater than average
return for our shareholders. However, the opportunity to make a significant return for our investors is so overwhelmingly compelling
that management had in the past taken short term working capital loans against future receivables in order to timely fund the
growth of the company. Management intends to move away from these expensive debt like obligations and rely on other traditional
and non- traditional debt instruments primarily in the form of convertible notes as well as explore 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 sales 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 Company’s 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 Company’s
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 Company’s common stock is
delisted from the public exchange markets, it may limit its ability to raise additional funds.

 

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.

 

 

Off-Balance
Sheet Arrangements

 

We
have not entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not
guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

Contractual
Obligations

 

We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under
this item.

 

ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under
this item.

 

ITEM
4. CONTROLS AND PROCEDURES

 

Evaluation
of Disclosure Controls and Procedures

 

Management
is responsible for establishing and maintaining adequate disclosure controls and procedures as defined in Rules 13a-15 (e) or
15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and
procedures are designed to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,
and that such information is accumulated and communicated to management, including our Interim Chief Executive Officer / Interim
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles. Our management, under the supervision and with the participation of our Interim
Chief Executive Officer / Interim Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based upon this assessment,
we determined that as of the end of period covered by this quarterly report on Form 10-Q our disclosure controls and procedures
were effective.

 

Changes
in Internal Control over Financial Reporting

 

There
has been no changes in our internal control procedures over financial reporting identified in connection with the evaluation we
conducted of the effectiveness of our internal control over financial reporting as of June 30, 2020, that occurred during our
first quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

 

 

PART
II – OTHER INFORMATION

 

ITEM
1. LEGAL PROCEEDINGS

 

It is possible that from time to time in
the ordinary course of business we may be or we may have been involved in legal proceedings, lawsuits 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.

 

ITEM
1A. RISK FACTORS

 

We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under
this item.

 

ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not
applicable

 

ITEM
3. DEFAULTS UPON SENIOR SECURITIES

 

In
connection with the Merchant Cash Advances, the company has occasionally defaulted on making certain daily interest payments as
a result of lack of immediate access to capital to fulfil short term payment obligations related to these MCAs. As a result of
these defaults in timely payments, Confession of Judgements have been filed by some of these MCAs in the New York district courts
and GEX is currently in the process of negotiating settlement terms on monies owed to these parties. As a result of the highly
irregular and unregulated nature of the Merchant Cash Advance industry, current management has taken the decision to move away
from these cash advance opportunities introduced by the prior finance teams and will, going forward, solely rely on more traditional
and regulated sources of financing available within the investment and regulated capital markets. Additionally, current management
has determined it to be necessary to cease active business discussions with MCAs and proceed with settlement discussions to reduce
or eliminate the monies owed to the MCAs and related parties in a timely manner. The management is also in the process of hiring
a legal team to contest some of these Confession of Judgements which the management believes were incorrectly filed by the MCAs.
The potential inability of the Company to satisfy these MCA obligations or settle in a timely manner could result in a significant
impact on the financial and operational health of the company which could also potentially result in the company pursuing Chapter
11 bankruptcy and /or similar legal avenues if it is not able to settle these outstanding MCA obligations in a timely manner.
While the management team has already begun these settlement conversations and is hopeful of reaching a resolution in a timely
manner, there can be no guarantee that such a settlement will be reached any time soon.

 

ITEM
4. MINE SAFETY DISCLOSURES

 

Not
applicable.

 

ITEM
5. OTHER INFORMATION

 

None

 

 

ITEM
6. EXHIBITS

 

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

 

should
not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate;

 

have
been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement,
which disclosures are not necessarily reflected in the agreement;

 

may
apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

were
made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and
are subject to more recent developments.

 

Accordingly,
these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings,
which are available without charge through the SEC’s website at http://www.sec.gov.

 

The
following exhibits are included as part of this report:

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

 

  GEX
MANAGEMENT, INC.
   
Dated:
December 1, 2020
By: /s/
Srikumar Vanamali
  Name: Srikumar
Vanamali
  Title: Executive
Director, Interim Chief Executive Officer

 

 

EXHIBIT
31.1/31.2

 

CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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

OR
15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I,
Srikumar Vanamali, certify that:

 

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

 

Date:
December 1, 2020
/s/
Srikumar Vanamali
  Srikumar
Vanamali
  Interim
Chief Executive Officer and Executive Director

 

 

EXHIBIT
32.1/32.2

 

CERTIFICATION
PURSUANT TO

18
U.S.C. SECTION 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

 

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

 

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

 

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

 

Date:
December 1, 2020
By: /s/
Srikumar Vanamali
  Name:
Srikumar
Vanamali
  Title: Interim
Chief Executive Officer and Executive Director

 



Source Google News