GEX MANAGEMENT, INC. - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

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)

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:

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 ☒ 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 ☒ 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:

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 ☒

As of August 19, 2022 there were 481,598,244 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

GEX MANAGEMENT, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

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/A for the fiscal year ended December 31, 2021, which we filed with the SEC on August 2, 2022 (“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

(Unaudited)

See accompanying notes to the unaudited consolidated financial statements.

GEX Management, Inc.

Consolidated Statements of Operations (Unaudited)

See accompanying notes to the unaudited consolidated financial statements.

GEX Management, Inc.

Consolidated Statements of Changes in Shareholders’ Deficit

(Unaudited)

See accompanying notes to the unaudited consolidated financial statements.

GEX Management, Inc.

Consolidated Statements of Cash Flows
(Unaudited)

See accompanying notes to the unaudited consolidated financial statements.

GEX Management, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2022 and 2021

(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 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. 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 and subsequently several more highly skilled Enterprise Technology Consultants at leading Fortune 500 retail, healthcare, manufacturing and technology clients across the country . As a direct result of the high market demand for experienced technology consultants via its multiple supplier programs, the GEX team has interviewed and is in the process of procuring 45 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 more than 100 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 $20- $25M 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 and businesses begin to re-open globally as the pandemic related restrictions are removed.

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 the last two years. This contract has resulted in enormous growth opportunities for GEX and is expected to significantly expand growth in future periods as well. GEX has also 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 is 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 firm’s capital structure.

In addition to these planned strategic growth initiatives which had started to build momentum in 2019 and gained significant traction in 2021, 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 significantly reduce the overall debt and debt like instruments on the balance sheet 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 cleanup and to stay significantly “asset-lite” is expected to achieve material results by Q4 2021, 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 management’s long term vision for the company.

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.

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.

Related Parties

Parties are considered to be 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.

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

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 fulfillment of services under the SSA, even if the temporary staff are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfill 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.

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 of the Company.

Note 2. 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.

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 twelve months ended December 31, 2021 and three months ended March 31, 2022 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 $5,500,108 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 3. STOCKHOLDERS’ EQUITY

During the 6 months ended June 30, 2022, the Company issued 210,018,188 shares of common stock for conversions of notes payable for total principal and accrued interest of 690,676. The notes were converted within the terms of the original note agreements and therefore, no gain or loss was recognized on the conversions.

During the 6 months ended June 30, 2022, the Company issued 32,610,720 shares of common stock for the exercise of warrants on a cashless basis.

NOTE 4. NOTES PAYABLE

In 2018, the Company entered into several notes secured by future receivables of the Company. The Lender declared bankruptcy and the Company has made no payments on the notes since fiscal year 2019. The notes are recorded on the balance sheet in the amount of $3,174,977.

On June 9, 2021, the Company entered into a convertible promissory note in the amount of $80,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 22,857,143 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $80,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the principal and accrued interest was fully converted into shares of common stock.

On June 25, 2021, the Company entered into a convertible promissory note in the amount of $110,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 31,428,571 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $110,000 should be recorded against the note based on the market price on the date of issuance.

On July 8, 2021, the Company entered into a convertible promissory note in the amount of $600,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a discount of $188,571 should be recorded against the note based on the market price on the date of issuance. During the six months ended, the holder converted $68,950 of the principal balance into 19,700,000 shares of common stock. As of June 30, 2022, the remaining principal balance of the note was $513,550.

On August 9, 2021, the Company entered into a convertible promissory note in the amount of $295,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 84,285,714 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $295,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $129,777 of the principal balance into common shares of the Company with a remaining principal balance of $165,223.

On August 9, 2021, the Company entered into a convertible promissory note in the amount of $137,500 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 39,285,714 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $137,500 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $104,250 of the principal balance into common shares of the Company with a remaining principal balance of $33,250.

On August 10, 2021, the Company entered into a convertible promissory note in the amount of $100,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 28,571,429 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $100,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $42,855 of the principal balance into common shares of the Company with a remaining principal balance of $57,145.

On August 10, 2021, the Company entered into a convertible promissory note in the amount of $110,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 21,142,857 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $95,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the principal and accrued interest was fully converted into shares of common stock.

On August 20, 2021, the Company entered into a convertible promissory note in the amount of $100,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 28,571,429 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $100,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $825,837 of the principal and $5,401 of accrued interest into common shares of the Company with a remaining principal balance of $17,163

On September 1, 2021, the Company entered into a convertible promissory note in the amount of $27,500 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 7,857,143 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $27,500 should be recorded against the note based on the market price on the date of issuance.

On September 1, 2021, the Company entered into a convertible promissory note in the amount of $55,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 15,714,286 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $55,000 should be recorded against the note based on the market price on the date of issuance.

On September 1, 2021, the Company entered into a convertible promissory note in the amount of $27,500 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 7,857,143 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $27,500 should be recorded against the note based on the market price on the date of issuance.

On September 1, 2021, the Company entered into a convertible promissory note in the amount of $27,500 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 7,857,143 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $27,500 should be recorded against the note based on the market price on the date of issuance.

On September 2, 2021, the Company entered into a convertible promissory note in the amount of $155,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 44,285,714 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $155,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $77,000 of the principal and $10,119 of accrued interest into common shares of the Company with a remaining principal balance of $78,000.

On September 8, 2021, the Company entered into a convertible promissory note in the amount of $55,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 15,714,286 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $55,000 should be recorded against the note based on the market price on the date of issuance.

On September 8, 2021, the Company entered into a convertible promissory note in the amount of $16,500 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 4,714,286 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $16,500 should be recorded against the note based on the market price on the date of issuance.

On September 9, 2021, the Company entered into a convertible promissory note in the amount of $11,000 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. Additionally, the note holder was granted 3,142,857 warrants at an exercise price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $55,000 should be recorded against the note based on the market price on the date of issuance.

On October 5, 2021, the Company entered into a convertible promissory note in the amount of $31,797 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $55,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $25,547 of the principal balance into common shares of the Company with a remaining principal balance of $6,250.

On October 5, 2021, the Company entered into a convertible promissory note in the amount of $31,797 bearing interest at 10% per annum with a term of 1 year. The principal and any accrued interest is convertible at the option of the holder at any time from the date of issuance at a fixed price of $0.0035 per share. The Company evaluated the note for a beneficial conversion feature and determined that a full discount of $55,000 should be recorded against the note based on the market price on the date of issuance. During the 3 months ended March 31, 2022, the holder converted $25,547 of the principal balance into common shares of the Company with a remaining principal balance of $6,250.

During the six months ended June 30, 2022, the Company recognized a total of $853,590 in amortization of debt discounts related to the convertible notes.

During the six months ended March 31, 2022, the Company recognized a total of $76,366 in interest expense related to the convertible notes.

NOTE 5. RELATED PARTY TRANSACTIONS

On March 1, 2015, the Company entered into a Line of Credit Agreement with P413 at an interest rate of 6%. This line of credit has a balance of $483,677 at March 31, 2022 and December 31, 2021, 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. The line of credit is currently in default.

The Company owed a director of the Company $172,567 and $172,567 for reimbursable expenses as of June 30, 2022 and December 31, 2021, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

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 Company’s results of operations for that period or future periods.

In 2019, a judgement was received against the Company awarding EMA Financial, a former note holder of the Company, settlement of default notes payable, accrued interest and fees in the amount of $195,250. The amount is recorded on the balance sheet as of December 31, 2021, and December 31, 2020. The Company paid the full amount due under the judgement during fiscal year 2022.

During the period, a shareholder of the Company paid $200,000 in attempted settlement of the judgement noted above. The shareholder agreed to contribute the funds and that no payable from the Company was necessary. As such, the Company recorded the payment as a contribution in kind in APIC in relief of the amounts owed under the initial settlement.

During the three-month period ended June 30, 2022, the Company received an additional judgement on the above matter in the amount $20,333 for attorney’s fees related to the matter. The attorney additionally sought interest on the amounts owed in the amount of $57,246. In August of 2022, the Company agreed to a settlement with the attorney granting them 60 days to pay the full remaining amount of $57,246 in installment payments through October. The Company recorded the additional loss on settlements during the period in the amount of $61,996.

NOTE 7. SUBSEQUENT EVENTS

During August 2022, holders of convertible notes converted debt and accrued interest into 66,491,311 shares of common stock.

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, 2020.

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 June 30, 2022 compared to the three months ended June 30, 2021 Revenue

Our revenue for the three months ended June 30, 2022 was $476,057 compared to $384,752 for the three months ended June 30, 2021. Our revenue for the six months ended June 30, 2022 was $994,918 compared to $588,115 for the three months ended June 30, 2021 This strong increase in year over year sales is attributable to a significant expansion in client footprints, aggressive business development efforts and a focus on higher end management and technology consulting business expansion and growth opportunities.

Operating Expense

Total operating expenses for the three months ended June 30, 2022 was $390,771 compared to the operating cost for the three months ended June 30, 2021 of $494,186. This decrease in operating expenses was primarily due to the cost rationalization efforts 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 December 31, 2022. Management has made concerted efforts to move away from 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 Chief Executive Officer / 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 ineffective.

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, 2021, 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

We have not been served with any lawsuit or received official notice on legal proceedings to which we are a party or of which any of our property is the subject nor are we subject to any material proceedings that are contemplated by any governmental authority at this time.

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.

The total principal amounts outstanding related to merchant cash advances as of June 30, 2022 is $3,174,977.26. A material portion of this obligation is related to one merchant cash advance group with which the company is currently under discussions to settle and close with a full resolution expected to be reached this year.

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:

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.