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): May 324, 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 4.01. Change in Registrant’s Certifying Accountant.

OnGEX ~~May 3~~Management, ~~2024,~~Inc. ~~the Securities and Exchange Commission~~ (“the ~~“SEC~~Company”) ~~permanently~~previously ~~suspended~~filed BFand ~~Borgers~~incorporates ~~CPA~~by PCreference ~~(“BF~~herein ~~Borgers”) from~~the ~~appearing~~Form or8-K, ~~practicing~~as ~~before~~filed with the ~~SEC~~Securities and asExchange anCommission ~~accountant.~~on On May 910, 2024, ~~GEX~~regarding ~~Management, Inc.’s (~~the ~~“Company”)~~dismissal ~~Board~~ of ~~Directors formally dismissed~~ BF Borgers CPA PC as the Company’s independent ~~registered public accounting firm~~auditor.

~~The~~On ~~reports~~May 24, 2024, the Company’s Board of BFDirectors ~~Borgers~~engaged onFruci & Associates II, PLLC (“Fruci”) as the Company’s new ~~consolidated~~independent accountant to audit the Company’s financial statements asand to perform reviews of ~~and~~interim ~~for~~financial statements. During the fiscal years ended December 31, 2023, and ~~December~~2022 31and through the date of this report, ~~2022~~neither the Company, ~~did~~nor ~~not~~anyone ~~contain~~on anits behalf, ~~adverse~~consulted ~~opinion~~Fruci orregarding aeither ~~disclaimer~~(i) the application of ~~opinion~~accounting ~~and~~principles ~~were~~to ~~not~~a ~~qualified~~specified transaction, either completed or proposed, ~~modified~~or asthe type of audit opinion that might be rendered with respect to ~~uncertainty~~the consolidated financial statements of the Company, and ~~audit~~no ~~scope~~written report or ~~accounting~~oral ~~principles~~advice ~~other~~was ~~than~~provided to the Company by Fruci that was an ~~explanatory~~important ~~paragraph~~factor ~~relating~~considered toby the Company’s ~~ability~~in reaching a decision as to ~~continue~~any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) ~~going~~of Regulation S-K and the related instructions) or a “reportable event” (as that term is ~~concern~~defined in Item 304(a)(1)(v) of Regulation S-K).

During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 3, 2024, there were no “disagreements” with BF Borgers 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 BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 3, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. As contemplated by the SEC’s Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 3, 2024, in lieu of including a letter from BF Borgers stating whether it agrees with the Item 304 disclosures, the Company notes that BF Borgers is not currently permitted to appear or practice before the SEC.

The Company is currently seeking a new independent registered public accounting firm. Once a new firm is appointed, the Company will file a Current Report on Form 8-K to announce such appointment.

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: May 9, 2024	GEX Management, Inc
Date: May 24, 2024	GEX Management, Inc
	By:	/s/ Sri Vanamali
		Sri Vanamali
		Chief Executive Officer

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