UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~April 1025, ~~2023~~2024

GEX MANAGEMENT INC.

(Exact name of registrant as specified in its charter)

Texas

56-2428818

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3662 W Camp Wisdom Rd, Dallas, Texas

75237

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including area code: (877) 210-4396

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Item 4.0102. ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statement or Related Audit Report or Completed Interim Review.

OnThe ~~November~~Company’s 9,management ~~2023,~~re-evaluated the ~~Board~~Company’s ofaccounting ~~Directors~~for ofconvertible ~~GEX~~debt ~~Management,~~and ~~Inc~~determined (that the “Company”) ~~approved~~may ~~the~~not ~~engagement~~have appropriately ofaccounted BFfor ~~Borgers~~convertible ~~CPA PC~~debt ~~(“Borgers”)~~in as the Company’s ~~new~~financial ~~independent~~statements ~~registered~~as ~~public~~of ~~accounting~~and ~~firm.~~for Inthe ~~connection~~years ~~with~~ended ~~the~~December ~~selection~~31, 2022 ofand ~~Borgers~~2021 (“Affected Periods”), ~~the~~as ~~Company~~presented ~~dismissed~~in ~~Hudgens~~the ~~CPA~~Form ~~PLLC~~10-K ~~(“Hudgens”)~~filed aswith the ~~Company’s~~Securities ~~independent~~and ~~registered~~Exchange ~~public~~Commission ~~accounting~~on April 17, ~~firm~~2023.

~~During~~In ~~the~~consultation ~~years~~with ~~ended~~the ~~December~~Company’s 31advisors, ~~2021~~management ~~and~~ultimately ~~2022~~determined ~~and~~that the ~~subsequent~~conversion ~~interim~~features ~~period through September 30, 2023, there were no (1) disagreements (as defined~~ in ~~Item~~the ~~304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or~~Company’s ~~practices,~~convertible ~~financial~~debt ~~statement~~constituted ~~disclosure,~~embedded orderivatives ~~auditing~~that ~~scope or procedure, which disagreements, if not resolved to~~ the ~~satisfaction~~Company ~~of Hudgens,~~should ~~would~~ have ~~caused~~presented ~~Hudgens~~as toa ~~make~~material ~~reference~~derivative toliability ~~the~~on ~~subject matter of~~ the ~~disagreement in their reports~~balance sheets, ortogether ~~(2)~~with ~~reportable~~corresponding ~~events (as~~activities ~~defined~~ in ~~Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on~~ the ~~Company’s consolidated financial~~ statements as of ~~and~~operations ~~for the years ended December 31, 2021~~ and ~~2022~~statements ~~did not contain any adverse opinion or disclaimer~~ of ~~opinion,~~cash ~~nor~~flows ~~were~~during ~~they qualified~~the orAffected ~~modified as to uncertainty, audit scope or accounting principles~~Periods.

During the ~~years~~course ~~ended~~of ~~December~~the ~~31,~~accounting ~~2022,~~and ~~2020,~~audit ~~2019,~~preparation ~~2018~~process, ~~2017~~management and ~~2016, and the subsequent interim period through September 30, 2023, neither the Company nor anyone on~~ its ~~behalf~~advisors ~~has~~identified ~~consulted~~other ~~Borgers~~material ~~with~~errors ~~respect~~and ~~to either (i) the application of accounting principles to a specified~~omissions ~~transaction,~~impacting ~~either completed or proposed, or~~ the ~~type~~Affected ~~of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting~~Periods, ~~where~~including ~~either~~but anot ~~written~~limited ~~report or oral advice was provided~~ to the ~~Company~~areas 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).~~:

	●	Incorrectly derecognized convertible debt
	●	Accounting for warrants issued with convertible debt
	●	Presentation and disclosure
	●	General accounting
	●	Undisclosed changes to historical comparative information presented in the filings

As a result of the foregoing, the Company’s management and board of directors concluded that the Company’s previously issued financial statements as of and for the years ended December 31, 2022 and 2021, as presented in the Form 10-K filed with the Securities and Exchange Commission on April 17, 2023, should no longer be relied upon and plans to file an amended Form 10-K with restated financial statements for the Affected Periods.

The Company’s management has concluded that in light of the pervasive errors and omissions described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

SIGNATURE

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.

Date: November 10, 2023	GEX Management, Inc
Date: April 25, 2024	GEX Management, Inc
	By:	/s/ Sri Vanamali
		Sri Vanamali
		Chief Executive Officer

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