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 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 ( Amendment
No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Transition Period from ______________to ______________

 GEX
MANAGEMENT, INC.

 (Exact
name of registrant as specified in its charter)

 Texas

 001-38288

 56-2428818

 (State
 or other jurisdiction

 of
 incorporation)

 (Commission

 File
 Number)

 (IRS
 Employer

 Identification
 No.)

 3662
W. Camp Wisdom Road

 Dallas,
 Texas 75237

 (Address
of Principal Executive Offices)

 Registrant's
telephone number, including area code: 877 - 210-4396

 Securities
registered pursuant to Section 12(b) of the Act: None

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, Par value $0.001

by a check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

by a check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Exchange
Act. Yes No

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

by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No

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

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 growth company

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

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

the number of Shares of outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

 The
aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding,
that all executive officers and Directors are "affiliates" of the Registrant) as of March 31, 2024, the last business day
of the Registrant's most recently completed fiscal quarter, was $ 240,561 (based on the closing sale price of the Registrant's
Common Stock on that date.

 As
of April 25, 2024, the Registrant had 2,405,609,162 shares of common stock issued and outstanding.

 EXPLANATORY
NOTE

 GEX
Management Inc.'s (the "Company") management re-evaluated the Company's accounting for convertible debt and determined
that the Company may not have appropriately accounted for convertible debt in the Company's financial statements as of and for
the years ended December 31, 2022 and 2021 ("Affected Periods"), as presented in the Form 10-K filed with the Securities
and Exchange Commission on April 17, 2023.

 In
consultation with the Company's advisors, management ultimately determined that the conversion features in the Company's
convertible debt constituted embedded derivatives that the Company should have presented as a material derivative liability on the balance
sheets, together with corresponding activities in the statements of operations and statements of cash flows during the Affected Periods.

the course of the accounting and audit preparation process, management and its advisors identified other material errors and omissions
impacting the Affected Periods, including but not limited to the areas of:

 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

 Accordingly,
the Company is filing this amended Form 10-K/A with restated financial statements as of and for the years ended December 31, 2022 and
2021. NOTE 2 to the financial statements presented in this filing sets forth the effects of the restatement on each relevant period.

 TABLE
OF CONTENTS

 Item
 1.

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Description of Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item
 13.

 Certain Relationship and Related Transactions and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 FORWARD-LOOKING
STATEMENTS

 For
purposes of this Annual Report, the terms "GEX," "GEX Management," "the Company," "we,"
"us," and "our," refer to GEX Management, Inc., a Texas Corporation, and its consolidated subsidiaries unless
the context clearly indicates otherwise. Included in this Annual Report are "forward-looking statements" within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations
and releases, regarding, among other things, all statements other than statements of historical facts contained in this report, including
statements regarding our future financial position, business strategy and plans and objectives of management for future operations. The
words "believe," "may," "estimate," "continue," "anticipate," "intend,"
"should," "plan," "could," "target," "potential," "is likely,"
"will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. In addition,
our past results of operations do not necessarily indicate our future results.

 From
time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking
statements. Such statements relate to our current expectations, projections and assumptions about our business, the economy and future
events or conditions. They do not relate strictly to historical or current facts.

 Forward-looking
statements are not guarantees and involve risks, uncertainties and assumptions that are difficult to predict. Actual results may differ
materially from past results and from those indicated by such forward-looking statements if known or unknown risks or uncertainties materialize,
or if underlying assumptions prove inaccurate. These risks and uncertainties include, among other things:

 our
 ability to execute our business plans or growth strategy;

 the
 nature of investment and acquisition opportunities we are pursuing, and the successful execution of such investments and acquisitions;

 our
 ability to successfully integrate acquired businesses and realize synergies;

 variations
 in our results of operations;

 our
 ability to accurately forecast the revenue under our contracts;

 competition
 for our services;

 our
 failure to maintain a high level of client retention or the unexpected reduction in scope or termination of key contracts with major
 clients;

 client
 dissatisfaction, our non-compliance with contractual provisions or regulatory requirements;

 our
 inability to manage our relationships with our clients;

 pending
 or threatened litigation;

 unfavorable
 outcomes in legal proceedings;

 our
 ability to generate sufficient cash to cover our interest and principal payments under our note payable, or to borrow or use credit;

 unexpected
 changes in tax laws, regulations or guidance and unexpected changes in our effective tax rate; and

 the
 market price of our common stock.

 Other
sections of this report may include additional factors which could adversely affect our business and financial performance. New risk
factors emerge from time to time and it is not possible for us to anticipate all the relevant risks to our business, and we cannot assess
the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ
materially from those contained in any forward-looking statements. Those factors include, among others, those matters disclosed in this
Annual Report on Form 10-K.

 Except
as otherwise required by applicable laws and regulations, we undertake no obligation to publicly update or revise any forward-looking
statements or the risk factors described in this report, whether as a result of new information, future events, changed circumstances
or any other reason after the date of this report. Neither the Private Securities Litigation Reform Act of 1995 nor Section 27A of the
Securities Act of 1933 provides any protection to us for statements made in this report. You should not rely upon forward-looking statements
as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking
statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.

 PART
I

 ITEM
1. BUSINESS

 History
and Development of Business

 GEX
Management, Inc. was originally formed in 2004 as Group Excellence Management, LLC. d/b/a MyEasyHQ. In March of 2016, it was converted
from a limited liability company into a C corporation and changed its name to GEX Management, Inc.

 GEX
Management initially began operations as a Professional Services Company providing back office support to third-party clients. In 2016
GEX Management revised its business model to provide staffing and back-office services to a wide variety of industries in order to expand
the 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. In Q4 2019, GEX signed a contract
with one of the fastest growing, VC backed social video platform to provide key corporate and strategy consulting services – an
initiative that the CEO was personally involved with in developing and growing the strategic business relationship over two years. This
contract resulted in enormous growth opportunities for GEX and significantly expanded growth in future periods as well. GEX signed additional
contracts to provide interim "CFO" and "CEO" consulting services to various high growth public and private companies,
resulting in doubling of sales within a year and achieving an astounding double digit expansion in gross margins despite the pandemic
related recessionary business environment. Furthermore, GEX has been in talks with multiple companies to identify synergistic acquisition
opportunities to fuel organic and inorganic growth and fulfil the corporate objective of becoming a top tier business and technology
focused firm while also developing a long term and sustainable technology centric business model. Management expects these growth initiatives
to help the firm eventually achieve strong and stable revenue growth while also achieving sustainable long-term profitability by targeting
a higher margin, lower cost model and relying on less expensive debt instruments to help reduce the burden across the firm's capital
structure.

 Beginning
2020. Under Sri Vanamali's executive leadership, GEX Management has built its core competency to provide value creation services
as a key operating partner to private equity firms and strategic operators by focusing on several key areas:

 Industry
 Expertise: GEX Management has developed deep expertise in several industries, including technology, healthcare, niche manufacturing,
 industrials energy, and more. This expertise enables the company to understand the unique challenges and opportunities facing businesses
 in these industries, and to provide tailored solutions that drive value creation.

 Data-Driven
 Approach: GEX Management uses AI based data-driven analysis to identify opportunities for value creation in its clients' businesses.
 This includes analyzing financial and operational data to identify areas for improvement, and developing strategies to drive growth
 and profitability.

 Operational
 Expertise: GEX Management has a team of experienced consultants with a strong background in operational management. This expertise
 enables the company to provide practical solutions that address operational inefficiencies and improve overall performance.

 Network
 of Strategic Partners: GEX Management has developed a network of strategic partners, including technology vendors, service providers,
 and other consulting firms. This network enables the company to provide comprehensive solutions to its clients, leveraging the expertise
 of its partners as needed.

 Culture
 of Innovation: GEX Management fosters a culture of innovation, encouraging its consultants to think creatively and develop new solutions
 to meet its clients' needs. This approach enables the company to stay ahead of industry trends and provide cutting-edge solutions
 to its clients.

 The
strategic roadmap for GEX Management in providing value creation services as a key operating partner to PE firms in 2023 involves expanding
its industry expertise and developing new partnerships to support its growth. The company plans to deepen its expertise in key sectors
such as healthcare and technology, while also expanding into new sectors such as retail, industrials and consumer goods. Additionally,
GEX Management plans to develop new partnerships with technology vendors and other service providers to offer its clients a broader range
of solutions. Through these initiatives, GEX Management aims to continue providing exceptional value creation services to its clients
and maintaining its position as a leading management consulting firm.

 Under
Mr. Vanamali's stewardship, Phase 1 of the GEX strategic roadmap implemented in Q1 2019 involved building out the Management Consulting
business model, while Phase II beginning in Q2 2020 involved accelerating the GEX MSP partnership model to expand our enterprise corporate
client base. In Q1 2023, Mr. Vanamali announced Phase III of GEX Management's strategic roadmap, which involved building out a
proprietary AI-powered technology platform and product base to complement its full spectrum of strategy consulting and enterprise consulting
business suite offerings. This initiative represents a significant investment for the company and is designed to enhance its ability
to provide value creation services to strategics and private equity clients in several key ways:

 Improved
Data Analytics: The AI-powered platform will enable GEX Management to leverage advanced data analytics to identify opportunities for
value creation in its clients' businesses. The platform will use machine learning algorithms to analyze large data sets and identify
patterns and trends that are not easily detectable through traditional data analysis methods.

 Enhanced
Operational Efficiency: The platform will also enable GEX Management to automate many of its operational processes, allowing the company
to provide faster and more efficient service to its clients. This will include automating data collection and analysis, as well as streamlining
project management and communication with clients.

 Customized
Solutions: The platform will allow GEX Management to provide customized solutions to its clients based on their specific needs and challenges.
The platform will be designed to adapt to each client's unique business environment, providing tailored recommendations that are
specifically designed to drive value creation.

 Competitive
Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms.
By leveraging advanced data analytics and automation, the company will be able to provide faster and more accurate solutions to its clients,
enabling it to differentiate itself in the highly competitive consulting market.

 GEX
Management's Phase 3 initiative is considered a hypergrowth strategy because it is designed to leverage technology and innovation
to drive rapid expansion and growth for the company. By building a proprietary AI-powered platform, the company is positioning itself
to capture a larger share of the consulting market and establish itself as a leader in the industry.

 There
are several key factors that are expected to contribute to the hypergrowth potential of this initiative:

 Scalability:
 The AI-powered platform will enable GEX Management to scale its operations more efficiently and effectively. By automating many of
 its operational processes and leveraging advanced data analytics, the company will be able to handle a larger volume of clients and
 projects without significantly increasing its staffing levels.

 Competitive
 Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms.
 This will enable the company to attract new clients and expand its business more quickly than its competitors.

 Market
 Demand: There is a strong market demand for AI-powered solutions in the consulting industry. By developing a proprietary platform
 that leverages advanced AI and data analytics, GEX Management is positioning itself to capitalize on this demand and capture a larger
 share of the market.

 Value
 Proposition: The AI-powered platform will enable GEX Management to provide more efficient, customized, and accurate solutions to
 its clients. This will enhance the company's value proposition and position it as a leader in the industry, driving further
 growth and expansion.

 The
development of an AI-powered technology platform is a key component of GEX Management's value proposition to strategic and private
equity clients. The platform will enable the company to provide more efficient, customized, and accurate solutions to its clients, helping
them to achieve their strategic goals and drive value creation. Additionally, the platform will help GEX Management to differentiate
itself in the highly competitive consulting market, positioning the company as a leader in the industry and a valuable partner to private
equity firms seeking to maximize their returns on investment.

 Under
Sri Vanamali's executive leadership, GEX Management was invited in February 2019 to be a Preferred Supplier to Insight Global,
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.

 Subsequently,
GEX Management has achieved significant growth by expanding its client base through partnerships with top-tier technology MSPs such as
Robert Half, Insight Global, TekFortune, and Aegean. These partnerships have allowed GEX to offer its consulting services to a wide range
of clients, including some of the biggest names in various industries.

 The
end clients for whom GEX consultants provide services include leading companies such as Salesforce, Anthem, Walmart, United Airlines,
Disney, Marriott, Paramount, Morgan Stanley, and Carlyle Group, among others. This diverse client base has provided GEX with the opportunity
to work with clients across a wide range of industries, allowing the company to gain valuable experience and knowledge that it can leverage
to provide high-quality services to its clients. Through its strong relationships with its MSP partners and its focus on providing exceptional
service to its clients, GEX has been able to expand its client base and increase its revenue significantly. The company has also been
able to leverage its expertise and experience to develop new service offerings and expand into new markets, further driving its growth
and success. Moving forward, GEX plans to continue building on its success by expanding its partnerships with leading MSPs and identifying
new opportunities to serve its clients' needs. The company will also continue to invest in its technology platform and product
base to ensure it can provide the most innovative and effective solutions to its clients.

 As
a direct result of the high market demand for experienced technology consultants via its multiple supplier programs, the GEX team has
interviewed and has acquired over 30 highly experienced enterprise technology consultants with expertise across a wide array of functions
(Enterprise Architects, Project Managers, Systems Integration Developers, Quality Assurance Specialists and Business Systems Analysts)
who have been identified for various short to long term projects. Additionally, GEX plans to hire and place a large pool of enterprise
consultants over the next 18 – 24 month period to satisfy its growing pipeline of future contracts.

 In
addition to these planned strategic growth initiatives across both strategy and technology consulting,, management has been focusing
on materially improving its balance sheet by significantly reducing or eliminating the debt or debt like instruments related to convertible
notes and asset related liens introduced in 2018 while simultaneously exploring opportunities to reduce or eliminate the high interest
MCA related toxic debt instruments that resulted in significant interest expenses to the company and a burden to operating capital. Under
the balance sheet clean up initiative, GEX Management has focused on reducing its liabilities and improving its financial health. The
company has taken several actions to achieve this, including:

 Debt
 restructuring: GEX Management has restructured its debt to reduce the amount of outstanding debt and lower the interest rate, resulting
 in lower interest expense and improved cash flow.

 Expense
 reduction: The company has implemented cost-cutting measures to reduce expenses and improve profitability, such as renegotiating
 contracts and reducing non-essential expenses.

 Asset
 divestiture: GEX Management has sold non-core assets to generate cash and reduce debt.

 Improved
 collections: The company has improved its collections process to ensure timely payment of receivables and reduce outstanding balances.

 As
a result of these actions, GEX Management has been able to significantly reduce its liabilities from $7,116,854 in fiscal year 2021 to
$1,840,499 in 2022. This has a positive impact on the company's financial health and reduces the risk of insolvency. It also improves
the company's ability to secure financing at lower interest rates, which can result in lower borrowing costs and improved profitability.

 This
focus on balance sheet cleanup and to stay significantly "asset-lite" is expected to achieve material results by Q2 2023,
at which point GEX would be primed for its next phase of strategic growth initiatives by deploying equity and non-toxic debt instruments
towards organic and inorganic opportunities. Finally, management believes that the material elimination of MCA and related debt like
instruments will be a critical first step prior to rebuilding a robust revenue pipeline as this will require strong working capital and
favorable leverage covenants to sustain operations in the long term as well as reduce liabilities related to attachment to future receivables.
While management efforts to settle these instruments are aggressively underway, the inability or failure by the firm to completely address
any toxic debt instruments could result in management pursuing a restructuring program or similar initiatives to bring the balance sheet
within reasonable covenant parameters to allow the firm to continue operating efficiently in the coming years without exposing future
customers to significant business risks associated with these toxic instruments. As part of this long term strategy, management has already
begin putting processes in place to protect the company via a robust internal restructuring program and will be announcing the outcome
of these intra-company restructuring efforts that will protect the interests of investors and shareholders alike over the long term and
also streamline the corporate structure to be synergistic with the management's long term vision for the company.

Operations

 GEX
Management is a Dallas-based management consulting firm that offers a wide range of business operational services to clients. The company's
capabilities are geared towards helping organizations optimize their processes and improve their overall efficiency. Some of the business
operational service streams and capabilities of GEX Management are listed below:

 Strategy
Consulting Services

 Strategy
and Business Planning: GEX Management helps organizations develop and implement effective business strategies and plans. This includes
market analysis, strategic planning, business model development, and more. The goal is to help businesses identify opportunities for
growth and develop strategies that will enable them to achieve their goals.

 Process
Optimization: GEX Management assists clients in identifying and improving their core business processes. This includes process mapping,
process improvement, and process automation. By optimizing processes, businesses can reduce costs, improve quality, and enhance customer
satisfaction.

 Project
Management: GEX Management provides project management services to help businesses plan, execute, and control their projects. This includes
project planning, scheduling, budgeting, risk management, and more. The goal is to help businesses deliver projects on time, within budget,
and to the satisfaction of stakeholders.

 Change
Management: GEX Management helps organizations manage change effectively. This includes change planning, stakeholder engagement, communication
planning, and more. The goal is to help businesses implement change smoothly and minimize disruption to their operations.

 Performance
Improvement: GEX Management assists clients in improving their overall performance. This includes performance analysis, benchmarking,
and performance improvement planning. The goal is to help businesses identify areas for improvement and implement solutions that will
enable them to achieve their performance objectives.

 Organizational
Design and Development: GEX Management helps businesses optimize their organizational design and development. This includes organizational
structure design, job analysis, role design, and more. The goal is to help businesses create an organizational structure that supports
their strategic objectives and enables them to achieve their goals.

GEX Management's strategy consulting and business operational service streams and capabilities are focused on helping businesses
optimize their processes, improve their performance, and achieve their strategic objectives. By leveraging GEX Management's expertise,
businesses can enhance their competitiveness, increase their profitability, and achieve sustainable growth.

 Enterprise
Technology Consulting Services

 In
addition to strategy consulting, GEX Management also provides technology consulting services to several Fortune 100 clients. The company's
technology consulting streams and capabilities are geared towards helping organizations leverage technology to improve their processes,
enhance their customer experience, and drive growth.

 Some
of the technology consulting streams and capabilities of GEX Management are listed below:

 Digital
Transformation: GEX Management helps organizations transform their operations using digital technologies. This includes digital strategy
development, digital capability assessment, and digital roadmap creation. The goal is to help businesses leverage digital technologies
to improve their customer experience, streamline their processes, and increase their efficiency.

 Cloud
Computing: GEX Management provides cloud computing services to help businesses leverage cloud-based technologies. This includes cloud
strategy development, cloud infrastructure design, cloud migration planning, and more. The goal is to help businesses reduce their infrastructure
costs, increase their flexibility, and improve their scalability.

 Data
Analytics: GEX Management assists clients in leveraging data analytics to gain insights into their business operations. This includes
data analytics strategy development, data visualization, and data modeling. The goal is to help businesses make better decisions based
on data-driven insights.

 Cybersecurity:
GEX Management provides cybersecurity services to help businesses protect their information assets. This includes cybersecurity risk
assessments, cybersecurity strategy development, and cybersecurity implementation. The goal is to help businesses mitigate cybersecurity
risks and ensure the confidentiality, integrity, and availability of their information assets.

 Digital
Marketing: GEX Management helps organizations improve their digital marketing capabilities. This includes digital marketing strategy
development, social media management, email marketing, and more. The goal is to help businesses improve their customer engagement and
increase their online visibility.

GEX Management's technology consulting streams and capabilities are focused on helping businesses leverage technology to improve
their processes, enhance their customer experience, and drive growth. By leveraging GEX Management's expertise, businesses can
enhance their competitiveness, increase their profitability, and achieve sustainable growth in the digital age.

Strategy

 Our
business strategy is focused on several key elements that we believe are critical to our success:

 Focus
 on High-Value Services: We focus on providing high-value consulting services that help our clients achieve their strategic objectives.
 By focusing on these high-value services, we are able to differentiate ourselves from our competitors and provide our clients with
 unique insights and expertise.

 Leverage
 Technology: We are constantly exploring new technologies and tools that can help us provide better and more efficient consulting
 services to our clients. This includes developing our own proprietary AI-powered platform that can be used to enhance our existing
 consulting offerings and provide clients with additional insights and value.

 Partner
 with Private Equity Firms: We have developed a strong reputation as a trusted partner to private equity firms seeking to enhance
 the performance of their portfolio companies. By partnering with these firms, we are able to leverage their deep industry expertise
 and resources to provide our clients with additional value and insights.

 Expand
 our Geographic Reach: We are constantly exploring opportunities to expand our geographic reach and enter new markets. This includes
 opening new offices in strategic locations and developing partnerships with local firms to provide our clients with on-the-ground
 expertise and insights.

 Attract
 and Retain Top Talent: Our success depends on our ability to attract and retain top talent. We have developed a strong culture that
 emphasizes collaboration, innovation, and continuous learning, and we offer competitive compensation packages and career advancement
 opportunities to our employees.

 We
believe that our business strategy is well-positioned to help us achieve our long-term growth objectives. By focusing on high-value consulting
services, leveraging technology, partnering with private equity firms, expanding our geographic reach, and attracting and retaining top
talent, we are confident that we can continue to deliver strong results for our clients and shareholders.

 Marketing
and Sales

 GEX
Management adopts a multi-faceted marketing and sales approach to drive revenue growth and build brand awareness. The company uses various
channels to reach potential clients, including digital marketing, social media, industry events, referrals, and targeted advertising.

 Digital
Marketing: GEX Management leverages various digital marketing channels, including search engine optimization (SEO), email marketing,
and pay-per-click (PPC) advertising, to drive traffic to its website and generate leads. The company also uses data analytics to measure
the effectiveness of its marketing efforts and optimize its strategy accordingly.

 Social
Media: GEX Management maintains a strong social media presence on platforms such as Linked In, Twitter, and Facebook to engage with potential
clients and share thought leadership content. The company also runs targeted social media advertising campaigns to reach specific audiences.

 Industry
Events: GEX Management participates in industry events and conferences to connect with potential clients and showcase its expertise.
The company also hosts its own events, such as webinars and thought leadership sessions, to educate clients and generate leads.

 Referrals:
GEX Management relies on referrals from satisfied clients and industry contacts to generate new business. The company has developed strong
relationships with its clients by delivering high-quality services, which in turn has led to repeat business and referrals.

 Targeted
Advertising: GEX Management uses targeted advertising to reach specific audiences, such as private equity firms, venture capitalists,
and business owners. The company also uses account-based marketing (ABM) to focus its marketing efforts on specific target accounts and
decision-makers within those organizations.

 Sales
Approach: GEX Management's sales approach is focused on building long-term relationships with clients by delivering value and exceeding
expectations. The company employs a consultative sales approach, taking the time to understand clients' unique needs and challenges
before proposing solutions. GEX Management's sales team consists of experienced professionals with deep industry knowledge and
expertise.

 GEX
Management's marketing and sales approach is designed to build brand awareness, generate leads, and build long-term relationships
with clients. The company's multi-faceted approach ensures that it reaches potential clients through various channels, while its
consultative sales approach focuses on delivering value and building trust with clients.

 Industry
and Competitors

 GEX
Management operates in the management consulting industry, which is highly competitive and characterized by a large number of established
players as well as emerging niche firms. The industry is driven by demand for specialized consulting services that help organizations
improve performance, manage risks, and optimize operations. The primary customers of management consulting firms are businesses, government
agencies, and non-profit organizations.

 The
industry is highly fragmented, with many small firms offering specialized services to specific sectors or niches. However, larger consulting
firms such as McKinsey & Company, Bain & Company, and Boston Consulting Group dominate the market with their strong brand recognition,
global presence, and broad range of services.

 GEX
Management competes with a variety of consulting firms, ranging from large global consulting firms to small niche firms. The Company's
competitive advantage lies in its ability to offer a full spectrum of services across multiple industries, as well as its flexible and
adaptable approach to meeting client needs.

 To
remain competitive, GEX Management must continue to focus on developing and enhancing its expertise, technology capabilities, and client
relationships. The Company will need to remain agile in response to evolving industry trends and new competition, and continue to build
a strong brand and reputation in the market.

 Environmental
Concerns

 As
a professional services company, federal, state or local laws that regulate the discharge of materials into the environment do not impact
us.

 Other
Events

 The
occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results
in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and
professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services
but our overall ability to react timely to mitigate the impact of this event. In addition, at this time we cannot predict the impact
of COVID-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. Also, it may hamper
our efforts to comply with our filing obligations with the Securities and Exchange Commission.

 Number
of Employees

 As
of December 31, 2022 we had 25 full time employees.

 ITEM
1A. RISK FACTORS

 As
a Smaller Reporting Company, we are not required to provide the information required by this item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
2. PROPERTIES

 Corporate
Office

 As
of December 31, 2022, GEX's corporate offices were located at 3662 W. Camp Wisdom Road, Dallas, Texas 75237.

 Other
Property

 As
of December 31, 2022, GEX does not have interest in material assets involving real estate and fixed equipment.

 ITEM
3. LEGAL PROCEEDINGS

 It
is possible that from time to time in the ordinary course of business we may be and have been involved in legal proceedings,
lawsuits and/or investigations, which could potentially have an adverse impact on our reputation, business and financial condition
and divert the attention of our management from the operation of our business. In the opinion of our Board of Directors, any such
legal proceedings or lawsuits that we have been involved with in the past or may be involved with presently are not expected to have
a material adverse effect on our financial situation or results of operations.

 As discussed in NOTE 8 to the financial statements,
the Company was engaged in the following legal proceedings:

 On September 13, 2019, a
Judgment by Confession was entered in New York against the Company for $195,250 due to EMA Financial, LLC ("EMA"), a former
convertible debtholder, for then-outstanding convertible notes in default, accrued interest and fees. On April 11, 2022, the court awarded
a second judgment totaling $20,333. On or around October 5, 2021, a $200,000 payment was made to EMA Financial, and the parties entered
into a Mutual Settlement and Release Agreement on August 15, 2022. The agreement called for payment of outstanding interest of $52,496
through August 10, 2022, to be paid as follows: $26,248 due on August 15, 2022, $13,124 due on September 12, 2022, and $13,124 due on
October 12, 2022. The Company paid these amounts in 2022, and a Satisfaction of Judgment was entered by EMA on January 23, 2023. As of
December 31, 2022 and 2021, accrued interest under this agreement totaling $0 and $34,137, respectively, was included in accrued liabilities.

 On October 16, 2018, C6 Capital, LLC ("C6")
obtained a Confession of Judgment for $534,655 against the Company. in Ontario County Supreme Court in the State of New York (Case No.
120802-2018 entitled C6 CAPITAL LLC - v. - GEX MANAGEMENT INC et al) related to previous merchant cash advance arrangements. On
September 28, 2021, the Company commenced litigation (Case No. 130736-2021 entitled GEX MANAGEMENT INC et al v. C6 CAPITAL FUNDING
LLC) against C6 but was unable to successfully vacate, settle or otherwise resolve the original judgment. As of each December 31,
2022 and 2021, the Company owed $534,655 on this judgment.

 On March 22, 2019, Business Merchant Funding ("BMF")
obtained a Confession of Judgment for $151,191 against the Company. in Ontario County Supreme Court in the State of New York (Case No.
123479-2019 entitled BUSINESS MERCHANT FUNDING v. GEX MANAGEMENT INC et al) related to previous merchant cash advance arrangements.
On September 28, 2021, the Company commenced litigation (Case No. 130737-2021 entitled GEX MANAGEMENT INC et al v. BUSINESS MERCHANT
FUNDING LLC) against BMF, successfully vacating the judgment on February 17, 2022, resulting in a gain of $151,191 in 2022. As of
December 31, 2022 and 2021, the Company owed $0 and $151,191, respectively on this judgment.

 On October 9, 2018, EIN Cap., Inc. ("EIN")
obtained two Confessions of Judgment each for $471,591, totaling $943,182, against the Company. in Erie County Supreme Court in the State
of New York (Case Nos. 815900-2018 and 815919-2018 each entitled EIN CAP, INC - v. - GEX MANAGEMENT INC/GEX MANAGEMENT INC DBA MYEASYHQ/
ATHERIA LLC/DORVIL FINANCIAL GROUP LLC/QUANTUM ENERGY & FINANCE LLC/GEX INSTITUTE LLC/SUCCESS TRAINING INSTITUTE LLC/GROUP EXCELLENCE
MANGEMENT LLC/GROUP EXCELLENCE LLC/SUCCESS DYNASTY LLC/US CONSOLIDATE et al) related to previous merchant cash advance arrangements.
On September 28, 2021, the Company commenced litigation (Case No. 813479-2021 entitled GEX MANAGEMENT, INC. et al v. EIN CAP INC.)
against EIN. In November 2022, the EIN and the Company agreed to settle all three of proceedings for $50,000, resulting in a gain of
$893,182 in 2021. In 2022, a payment was made for $12,500, and EIN agreed to accept a $30,000 payment to settle the remaining $37,500
balance. As of December 31, 2022 and 2021, the Company owed $0 and $50,000, respectively, on this matter.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is included in the OTC Pink Sheets, under the symbol GXXM. The table below summarizes the high and low closing sales prices
per share for our common stock for the periods indicated, as reported on OTC. These amounts have been adjusted to reflect the 4 for 3
stock split of our common stock effected on December 12, 2017 and the 1 for 10,000 reverse stock split of our common stock effected on
May 18 2020. The Company began trading on June 13, 2017 and therefore has no activity prior to the Quarter ended June 30, 2017.

 Quarter
 Ended

 March
 31,

 June
 30,

 September
 30,

 31,

 Fiscal Year 2022

 High

 $
 0.1800

 $
 0.0180

 $
 0.0112

 $
 0.0044

 Low

 $
 0.0050

 $
 0.0040

 $
 0.0012

 $
 0.0003

 Fiscal Year 2021

 High

 $
 0.1700

 $
 0.0133

 $
 0.1724

 $
 0.1150

 Low

 $
 0.0080

 $
 0.0052

 $
 0.0043

 $
 0.0348

 Shareholders

 As
of December 31, 2022, there were approximately 112 holders of record of our common stock. This number does not include shareholders for
whom shares were held in "nominee" or "street name."

 Dividends

 No
Dividends were declared for the Fiscal year 2021.

 ITEM
6. SELECTED FINANCIAL DATA

 As
a Smaller Reporting Company, we are not required to report selected financial data.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Our

 GEX
Management is a management consulting and technology business services company providing client employers and their employees with a
broad portfolio of related products and services. We provide both long and short-term consulting solution services, including enterprise
strategy and technology consulting, enterprise project management; and Human Capital Management (HCM) solution capabilities.

Operations

 GEX
Management works continuously to expand its service offerings to its clients in order to assist them to achieve their respective business
goals. Our unique and tailored approach, coupled with an ever-expanding array of services, has significantly differentiated the Company
from competitors. GEX likewise distinguished itself in the market via accessible and exceptional client support ensuring that we will
not only gain new clients but will retain those we currently have, resulting in long-term sustainability. Clients typically initiate
service by means of a three-month agreement with the Company. The contract thereby automatically renews until terminated with a 30-day
notice by either party.

 Critical
Accounting Policies

 The
Company's financial statements were prepared in conformity with U.S. generally accepted accounting principles. As such, management
is required to make certain estimates, judgments and assumptions that they believe are reasonable based upon the information available.
These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements
and the reported amounts of income and expense during the periods presented.

 Revenue
Recognition

 GEX enters into contracts with its clients for management
consulting and staffing services. 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, or as consultants work hours for hourly contracts, and the contracts generally have a term of one year with an
automatic renewal after 12 months.

 Management
Consulting and Staffing Services

 GEX
Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers.
The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract
with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction
price to performance obligations and (5) recognize revenue as performance obligations are satisfied.

 Revenue
is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected.
Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided.

 The
revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange
for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as
well as the estimated profit margin on the project.

 GEX
Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which
the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided,
generally as consultants perform the services.

 If
there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute
a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the
revenue recognized accordingly.

 GEX
Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount
of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated.

 Results
of Operations for the Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

 Revenues

fiscal year 2022, GEX Management, Inc.'s revenue increased from $1,340,605 in fiscal year 2021 to $2,338,979 in 2022,
representing an increase of approximately $734,874 or 65%. This growth was driven by several factors, including an expanding client
base, increased project volume, and the successful execution of strategic initiatives.

 Expanding
Client Base

 One
of the key drivers of GEX Management's revenue growth was an expanding client base. The company was successful in attracting new
clients across a range of industries, including technology, healthcare, and financial services. This was due in part to the company's
strong reputation for delivering high-quality consulting services, as well as its ability to provide customized solutions tailored to
each client's unique needs.

 Increased
Project Volume

 GEX
Management also experienced increased project volume during the fiscal year, which contributed to the company's overall revenue
growth. This was due in part to the company's ability to efficiently manage projects and deliver high-quality results to its clients.
The company was successful in leveraging its expertise across a range of consulting services, including business transformation, technology
consulting, and operational improvement, to deliver value to its clients and generate new business opportunities.

 Successful
Execution of Strategic Initiatives

 Finally,
GEX Management's revenue growth was driven by the successful execution of strategic initiatives. This included the development
and launch of a proprietary AI-powered technology platform, which enhanced the company's ability to deliver customized solutions
to its clients and differentiate itself from competitors. Additionally, the company continued to invest in talent development and training
programs, which enabled it to attract and retain high-quality consulting professionals.

 Looking
forward, GEX Management remains committed to driving growth and delivering value to its clients. The company is well-positioned to continue
expanding its client base and increasing project volume, leveraging its expertise across a range of consulting services. Additionally,
the company is focused on continuing to invest in its technology platform and talent development programs to ensure it remains at the
forefront of the consulting industry and can continue delivering innovative solutions to its clients.

GEX Management's fiscal year 2022 was marked by significant revenue growth, driven by expanding client base, increased project
volume, and successful execution of strategic initiatives. The company remains committed to driving growth and delivering value to its
clients, and is well-positioned to continue expanding its business and establishing itself as a leader in the consulting industry.

 Cost
of Services and Gross Margins

fiscal year 2022, GEX Management, Inc. experienced a significant increase in its cost of revenue, which rose from $1,100,304 in
fiscal year 2021 to $1,234,243 in 2022, for an increase of $133,939 or 12%. This increase in cost of revenue impacted the
company's gross margin, which increased from $240,301 or 18% in fiscal year 2021 to $1,104,736 or 47% in fiscal year 2022. The
increase in cost of revenue was primarily driven by several factors, including higher personnel costs, increased project volume, and
investments in technology and infrastructure.

 Higher
Personnel Costs

 One
of the primary drivers of the increase in cost of revenue was higher personnel costs. GEX Management continued to invest in its talent
development programs and initiatives aimed at attracting and retaining high-quality consulting professionals. As a result, the company
incurred higher salaries and benefits expenses, as well as increased costs related to recruiting and training new employees.

 Increased
Project Volume

 GEX
Management also experienced increased project volume during the fiscal year, which contributed to the increase in cost of revenue. This
was due in part to the company's ability to efficiently manage projects and deliver high-quality results to its clients. However,
as project volume increased, the company also incurred higher expenses related to project management and delivery, including travel,
supplies, and other project-related costs.

 Investments
in Technology and Infrastructure

 Finally,
GEX Management also invested heavily in technology and infrastructure during the fiscal year, which contributed to the increase in cost
of revenue. Additionally, the company invested in upgrading its infrastructure and systems to support its growing business operations
and expanding client base.

 Looking
forward, GEX Management remains committed to investing in its people, processes, and technology to drive growth and deliver value to
its clients. While the increase in cost of revenue impacted the company's gross margin during the fiscal year, the company believes
that these investments are necessary to support its continued growth and success in the consulting industry.

GEX Management's fiscal year 2022 was marked by a significant increase in cost of revenue, driven by higher personnel costs, increased
project volume, and investments in technology and infrastructure. While these factors impacted the company's gross margin, GEX
Management remains committed to investing in its business to drive growth and deliver value to its clients.

 Operating
Expenses

fiscal year 2022, operating expenses declined from $2,033,084 in fiscal year 2021 to $1,070,583 in 2022, representing a decrease of $962,501
or 47%. This decrease in operating expenses was primarily driven by several factors, including improved cost management, streamlining
of business processes, and reduced marketing and advertising expenses.

 Improved
Cost Management

 One
of the primary drivers of the decrease in G&A expenses was improved cost management. GEX Management focused on optimizing its operational
processes, identifying areas of inefficiency, and implementing cost-saving measures. This led to a reduction in expenses related to rent,
utilities, office supplies, and other general business expenses.

 Streamlining
of Business Processes

 Another
factor contributing to the decrease in G&A expenses was the streamlining of business processes. GEX Management implemented new software
tools and systems to automate and streamline administrative tasks, reducing the need for manual labor and streamlining operations. This
led to a reduction in expenses related to personnel costs and administrative overhead.

 Reduced
Marketing and Advertising Expenses

 Finally,
GEX Management also reduced its marketing and advertising expenses during the fiscal year, which contributed to the decrease in G&A
expenses. The company focused on leveraging its existing network and client base to generate new business, reducing the need for expensive
marketing campaigns and other promotional activities.

 Looking
forward, GEX Management remains committed to optimizing its cost structure and improving operational efficiency to drive profitability
and growth. The company will continue to invest in technology and systems to automate and streamline administrative tasks, reducing the
need for manual labor and lowering administrative overhead. Additionally, the company will continue to focus on leveraging its existing
client base and network to generate new business, reducing the need for expensive marketing campaigns and other promotional activities.

GEX Management's fiscal year 2022 was marked by a significant decrease in G&A expenses, driven by improved cost management,
streamlining of business processes, and reduced marketing and advertising expenses. The company remains committed to optimizing its cost
structure and improving operational efficiency to drive profitability and growth, while continuing to focus on delivering high-quality
consulting services to its clients.

 Net
Operating Loss

fiscal year 2022, the Company had net operating income of $34,153 for the year ended December 31, 2022, as compared to net operating
losses of $1,792,793 during the year ended December 31, 2021, for a change of $1,826,936
or 102%. This change was primarily
driven by several factors, including increased revenue, improved cost management, termination of substantial consultant contracts in
2021, and a broader reduction in operating expenses.

 Improved
Cost Management

 Another
factor contributing to the decrease in net loss was improved cost management. GEX Management focused on optimizing its operational processes,
identifying areas of inefficiency, and implementing cost-saving measures. This led to a reduction in expenses related to rent, utilities,
office supplies, and other general business expenses. Additionally, the company implemented new software tools and systems to automate
and streamline administrative tasks, reducing the need for manual labor and streamlining operations.

 Reduction
in Operating Expenses

 Finally,
GEX Management also saw a significant reduction in its operating expenses during the fiscal year, which contributed to the decrease in
net loss. The company was able to reduce its general and administrative (G&A) expenses considerably in 2022, primarily due to improved
cost management and streamlining of business processes.

 Looking
forward, GEX Management remains committed to driving revenue growth, improving cost management, and reducing operating expenses to drive
profitability and growth. The company will continue to focus on delivering high-quality consulting services to its clients, while optimizing
its cost structure and improving operational efficiency to drive profitability and growth.

GEX Management's fiscal year 2022 was marked by a significant decrease in net loss, driven by increased revenue, improved cost
management, and a reduction in operating expenses. The company remains committed to driving profitability and growth by delivering high-quality
consulting services to its clients, while optimizing its cost structure and improving operational efficiency.

 Net Other Income/(Expense)

 In 2023, the Company recognized net other
income of $43,540,351 in 2022, as compared to net other expense of $50,623,488 for a change of $94,163,839 or 186%. This change was primarily
driven by substantial changes in fair value of the derivative liability on the Company's convertible debt, which resulted from
a significant dilution-driven decline in the Company's stock price in 2022 and other substantial fluctuations in the Company's
stock price during 2021 and 2022 that impacted key inputs used to value the derivative liability. The remaining changes in net other
expense primarily resulted from interest expense on convertible debt and gains on settlements.

 Net
Income/(Loss)

 The
Company generated net income of $43,574,504 during the year ended December 31, 2022, as compared to net losses of $52,416,271 for the
year ended December 31, 2021, representing a change of $95,990,775 or 183%. The substantial year-over-year change and respective net
income and net losses in both years were primarily driven by accounting for derivative liabilities associated with the Company's
convertible debt.

 Liquidity
and Capital Resources

 As
shown in the accompanying financial statements as of December 31, 2022, the Company had $71,043 of cash and $470,683 of current assets,
as compared to total current liabilities of $5,227,752, has incurred substantial recurring operating losses, and had an accumulated deficit
of $17,900,387. Furthermore, the Company's revenue and profits have historically been insufficient to generate positive cash flow,
and there can be no assurances of future revenues or sufficient profits to fund operations.

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions
raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result should the Company be unable to continue as a going concern.

 Given
these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through
debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance
such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Company's
financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.

 The
Company has identified several potential financing sources necessary to fund operations. From time to time, management has taken short-term
factoring and working capital loans against present and future receivables to timely fund the growth of the company. Management has eliminated
this practice and currently relies on other traditional and non-traditional debt instruments primarily in the form of convertible notes.
as well as is exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs
that may be available to the Company, as well as trying to generate additional revenues and increase margins. However, at this time the
Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms
or at all. If the Company is unable to obtain additional funding, the 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.

 A
summary of our cash flows for the twelve months ended December 31, was as follows:

 2022

 2021

 Net cash used in operating activities

 $
 (237,945
)

 $
 (2,370,682
)

 Net cash used in investing activities

 -

 -

 Net cash provided by
 financing activities

 2,618,229

 Net
 increase(decrease) in cash and cash equivalents

 $
 (182,945
)

 $
 247,547

 Net
cash used in operating activities was $237,945 for the twelve months ended December 31, 2022, as compared to $2,370,682 of cash
used in operating activities for the twelve months ended December 31, 2021, for a decrease of $2,132,737 or 90%. Cash used in operations
decreased significantly due to increased revenues and profits, combined with reduced operating costs.

 Net
cash provided by financing activities was $55,000 for the twelve months ended December 31, 2022, as compared to $2,618,229 for the twelve
months ended December 31, 2021, representing a change of $2,563,229 or 98%. The decrease was primarily due to substantially less convertible
debt raised in 2022, as compared to 2021.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 On
November 9, 2023, the Board of Directors of GEX Management, Inc (the "Company") approved the engagement of BF Borgers CPA
PC ("Borgers") as the Company's new independent registered public accounting firm. In connection with the selection
of Borgers, the Company dismissed Hudgens CPA PLLC ("Hudgens") as the Company's independent registered public accounting
firm.

the years ended December 31, 2021 and 2022 and the subsequent interim period through September 30, 2023, there were no (1) disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
Hudgens, would have caused Hudgens to make reference to the subject matter of the disagreement in their reports, or (2) reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on the Company's consolidated financial statements
as of and for the years ended December 31, 2021 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

the years ended December 31, 2022 and 2021, and the subsequent interim period through September 30, 2023, neither
the Company nor anyone on its behalf has consulted Borgers with respect to either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial
statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided
to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 The
Company has provided Hudgens with a copy of the disclosures it is making in this Current Report on Form 10-K prior to its filing with
the Securities and Exchange Commission ("SEC")

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 In
accordance with Exchange Act Rules 13a-15 and 15a-15, the management of GEX Management Inc, with the participation of our Chief
Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by
this report. Based on that evaluation, the restatement discussed in NOTE 2 to the financial statements, and limited funds to
consistently retain securities counsel, management has concluded that our disclosure controls and procedures were ineffective in
ensuring that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as
amended, was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and
forms.

 In
addition, there were no changes in our internal control over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Our
management has concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that material
information about the company is made known to them by others within our organization, particularly during the period in which this
report was being prepared.

 However,
any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives
of the system are met. Further, any evaluation of the effectiveness of controls and procedures is subject to various risks and uncertainties,
including the risk that controls or procedures may become inadequate because of changes in conditions, or that the degree of compliance
with policies or procedures may deteriorate over time. As a result, management's evaluation of controls and procedures is subject
to the risk that controls or procedures may not be effective in detecting or preventing misstatements in financial or other information.

 Mana g ement's
Annual Re p ort on Internal Control Over Financial Re p ortin g

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision
of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting
as of December 31, 2022 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31,
2022, the Company determined that there were control deficiencies that constituted material weaknesses under COSO and SEC rules are,
as described below:

 (1)
lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation
of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and SEC disclosure requirements. The aforementioned potential material weaknesses
were identified by the Company's Chief Executive Officer in connection with the preparation of our financial statements as of December
31, 2022 and communicated the matters to our management and board of directors.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table lists the names and ages of the executive officers and directors a of the Company as of December 31, 2022.

 Name

 Age

 Position

 Held
 Since

 Sri
 Vanamali

 President,
 CEO & CFO; Chairman of the Board

 October
 2022

 3662
 W. Camp Wisdom Road

 Dallas,
 Texas 75237

 Joseph
 Frontiere

 Director

 July
 2021

 Dallas,
 Texas 75237

 Shaheed
 Bailey

 Director

 October
 2018

 3662
 W. Camp Wisdom Road

 Dallas,
 TX 75237

 Srikumar
Vanamali, age 41, is an experienced post-MBA executive with close to 20 years of top-tier, diverse experience in strategy and technology
consulting, compliance consulting investment banking and professional business services. Mr. Vanamali has been leading the Company's
Corporate Strategy functions since June 2018. Prior to that, from January 2017 through May 2018, he worked as a private equity principal
and an investment banker at NMS Capital, a L.A.-based firm focusing on capital markets and M&A. Before joining NMS Capital, he was
a Management Consultant for Sharp Decisions Inc, a business services company through which he provided consulting services to Toyota
Financial Services from November 2014 through December 2016. Prior to this, he was a Consultant and Technology Lead at Infosys, a global
consulting firm, from November 2003 through June 2012. Mr. Vanamali earned a Bachelor's in Engineering, Computer Science from the
University of Madras, in Chennai, Tamil Nadu, India, in 2003, and an MBA from UCLA Anderson School of Management, in Los Angeles, California,
in 2014. In October 2022, Mr. Vanamali became the Chief Executive Officer of GEX Management, Inc. Prior to that, he served in the role
of President of GEX Management from July 2021 till October 2022. Prior to that, he served as the Chief Executive Officer and Executive
Director for GEX Management, Inc., from October 2018 till July 2021.

 Joseph
Frontiere, age 33, had been serving as Director of the Company since July 2021. Prior to that, from July 2021 to October 2022, he
served as CEO of GEX Management. Prior to that, from June 2010 through September 2012, he served as a CEO of Lorde Global, a company
that provided strategic consulting services.

 Shaheed
Bailey, age 35, had been serving as Managing Partner of Greenpoint Capital Partners., a private equity firm that helps middle market
companies raise equity/debt capital and locate strategic and value strategic acquisitions, and provides consulting for cost cutting,
tax savings and growth strategies since October 2012. Prior to that, from June 2010 through September 2012, he served as a Sales Consultant/Partner
for Sales Consultants of Morris County, a company that provided strategic consulting services. Before joining Sales Consultants of Morris
County, he was a Private Banker with Wells Fargo Bank from July 2008 through April 2010. In October 2018, Mr. Bailey became the Interim
Chief Investment Officer and Director for GEX Management, Inc., and currently serves as a Director.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors,
and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes
in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) forms they file.

 We
believe that as of the date of this report they were all current in their 16(a) reports.

 Board
of Directors

 Our
Board of Directors currently consists of three members. Our Board of Directors has affirmatively determined that there are currently
no independent directors serving on our board.

 Committees
of the Board of Directors

 Audit
Committee

 We
do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present
because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of
doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management's belief
that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S is
beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain
effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues
raised in its financial statements at this stage of its development.

 Governance,
Compensation and Nominating Committee

 We
do not have a standing governance, compensation and nominating committee of the Board of Directors. Management has determined not to
establish governance, compensation and nominating committee at present because of our limited resources and limited operations do not
warrant such a committee or the expense of doing so.

 Code
of Ethics

 The
Company has adopted the following code of ethics for officers, directors and employees:

 -

 Show
 respect towards others in the workplace

 -

 Conduct
 all business activities in a fair and ethical manner

 -

 Work
 dutifully and responsibly for the Company's shareholders and stakeholders

 Limitation
of Liability of Directors

 Pursuant
to the Texas Business Organizations Code, our Amended and Restated Articles of Incorporation exclude personal liability for our Directors
for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty
of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction
from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may
have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws.

 Legal
Proceedings

the past ten years, none of our current directors, executive officers or persons nominated to become directors or executive officers:

 (1)
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at
or within two years before the time of such filing;

 (2)
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);

 (3)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 (i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;

 (ii)
Engaging in any type of business practice; or

 (iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;

 (4)
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described
in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 (5)
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or
vacated;

 (6)
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;

 (7)
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of:

 (i)
Any Federal or State securities or commodities law or regulation; or

 (ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or

 (iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 (8)
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member.

 Material
Changes to the Procedures by which Security Holders May Recommend Nominees

 There
have been no material changes to the procedures by which security holders may recommend nominees to the registrants Board of Directors.

 ITEM
11. EXECUTIVE COMPENSATION

 Com p ensation
of Executive Officers

 The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid
by us during the fiscal years ended December 31, 2022 and 2021 in all capacities for the accounts of our executives, including the
Chief Executive Officer ("CEO"):

 The
following officers received the following compensation for the years ended December 31, 2022 and 2021. These officers have employment
contracts with the Company.

 Name and principal position

 Year

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-equity
 incentive
 plan
 compensation

 Nonqualified
 deferred
 compensation

 All other
 compensation

 Sri Vanamali,

 2022

 $
 250,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 62,656

 President, CEO, CFO

 2021

 $
 250,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 183,251

 Joseph Frontiere,

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -
 (1)

 Former CEO

 2021

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -
 (1)

 (1)

 As discussed in Note 6 to
 the financial statements, the Company identified payments to Mr. Frontiere and 27 Health, LLC, an entity he directs, totaling
 $159,993 and $351,990 during the years ended December 31, 2022 and 2021, respectively. Furthermore, payments totaling $46,000 and
 $881,168 were paid to consultants appearing to have affiliations with Mr. Frontiere during 2022 and 2021, respectively. The actual
 nature and relationships are unclear. However, if Mr. Frontiere ultimately benefitted from these payments, these could potentially
 represent compensation of up to $205,993 and $1,233,158 for 2022 and 2021, respectively.

 Employment
Agreements

 The
Company has an employment agreement with Mr. Vanamali, under which Mr. Vanamali receives a $250,000 base salary per year.

 Com p ensation
of Directors

the year ended December 31, 2022, the Company paid $10,000 to FCP Holdings, a Company affiliated with Mr. Shaheed Bailey.

 Generally,
the Company's directors do not receive any compensation for their services as directors. The Board of Directors has the authority
to establish the compensation of directors. Other than the amounts listed above, no amounts have been paid to, or accrued to, directors
in such capacity.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 The
following table lists the number of shares of Common Stock of our Company and, with respect to our officers, directors and principal
stockholder, shares of our Super Voting Preferred Stock, as of April 25, 2024 that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our
Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock and Super Voting
Preferred Stock by our principal stockholders and management is based upon information furnished by each person using "beneficial
ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the
SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power
with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of our common stock held by them.

 Name of Stockholder

 Number of
 Shares of Common
 Stock

 Number of
 Super
 Voting
 Preferred
 Stock

 Number of
 Votes Held
 by Common
 Stockholders

 Percentage
 of
 Voting
 Equity (1)(3)

 Sri Vanamali

 51.0
 %

 Total

 51.0
 %

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

 As
discussed in Item 11 and as further discussed in Note 6 to the financial statements, in 2022 and 2021, Mr. Vanamali received
total compensation of $312,656 and $433,251, made advances to and paid for expenses on behalf of the Company totaling $488,352 and
$145,347, and received reimbursements of $488,352 and $277,567, all respectively.

 The
Company also made direct and indirect payments to Mr. Frontiere and 27 Health, LLC, an entity he controls, totaling $159,993 and $351,990
during the years ended December 31, 2022 and 2021, respectively. Furthermore, payments totaling $76,000 and $881,168 were paid to consultants
appearing to have affiliations with Mr. Frontiere during 2022 and 2021, respectively. The actual nature of these payments and Mr. Frontiere's
relationships to the recipients of the latter payments is unclear.

the year ended December 31, 2022, the Company paid $10,000 to FCP Holdings, a Company affiliated with Mr. Shaheed Bailey.

 On
July 28, 2021, the Company entered into a Settlement and Compromise Agreement with KinerjaPay Corp., under which the Company agreed to
pay $600,000 to KinerjaPay Corp. According to the agreement, the Company executed a promissory note for $273,000 on or about January
6, 2021. In exchange for the $600,000, the agreement (i) extended the maturity to July 6, 2022, (ii) removed the "demand"
feature from the note, (iii) provided for up to $500,000 of advances, (iv) called for a set principal amount of $600,000, and (v) is
convertible at a fixed conversion rate of $0.0035 per share. The relationship with KinerjaPay Corp. and to whom, how, where and when
any such funds were disbursed and how they were expended are unclear.

 The
Company does not have any independent directors serving on the Board of Directors.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 The
aggregate fees billed for professional services rendered by our former auditors, Hudgens CPA, PLLC, for the original audits of our
annual financial statements and reviews of the interim financial statements included in our Forms 10-K and 10-Q filings or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements during the years ended
December 31, 2022 and 2021 totaled $108,531.

 Audit
Related Fees

 None.

 Tax
Fees

 None.

 All
Other Fees

 None.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Exhibits

 31.1

 Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on April 25, 2024.

 GEX

 By:

 /s/
 Sri Vanamali

 Sri
 Vanamali

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed
on its behalf by the undersigned hereunto duly authorized.

 Name

 Title

 Date

 By:

 /s/
 Sri Vanamali

 Chief
 Executive Officer and Chairman of the Board

 April 25, 2024

 Sri
 Vanamali

 GEX
MANAGEMENT, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: ####)

 Consolidated Balance Sheets as of December 31, 2022 and 2021

 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

 Consolidated Statement of Changes in Shareholders' Deficit for the Years Ended December 31, 2022 and 2021

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the shareholders and the board of directors of GEX Management, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of GEX Management, Inc. as of December 31, 2022 and 2021, the related statements
of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 April 25, 2024

 GEX

 Consolidated
Balance Sheets

31, 2022 and 2021

 31, 2022

 31, 2021

 As of

 December 31, 2022

 December 31, 2021

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 71,043

 $

 Accounts receivable, net

 399,640

 184,961

 Total Current Assets

 Non-Current Assets

 -

 -

 TOTAL ASSETS

 $

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 Current Liabilities:

 Accounts payable

 $
 46,458

 $
 34,288

 Related party payables

 -

 -

 Accrued liabilities

 910,793

 228,182

 Litigation liabilities (NOTE 8)

 534,655

 735,846

 Convertible notes payable, net

 2,026,145

 2,961,910

 Derivative liability

 1,226,024

 Line of credit - related party

 Total Current Liabilities

 5,227,752

 49,766,495

 Non-Current Liabilities

 -

 -

 Total Liabilities

 5,227,752

 49,866,495

 Commitments and Contingencies (NOTE 8)

 -

 -

 Stockholders' (Deficiency):

 Series A1 Voting Preferred Stock, $ 0.001 par value; 800,000 shares authorized, 800,000 issued and
 outstanding as of each, December 31, 2022 and 2021.

 Common stock, $ 0.00001 par value, 100,000,000,000 shares authorized, 589,068,581 and 180,478,025 issued
 and outstanding, as of December 31, 2022 and 2021, respectively.

 5,891

 1,805

 Additional paid-in capital

 13,136,627

 12,044,740

 Accumulated deficit

 ( 17,900,387
)

 ( 61,474,891
)

 Total Stockholders' (Deficiency)

 ( 4,757,069
)

 ( 49,427,546
)

 TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

 $

 $

 See
accompanying notes to the consolidated financial statements.

 GEX

 Consolidated
Statements of Operations Years Ended

31, 2022 and 2021

 2022

 2021

 Year Ended December 31,

 2022

 2021

 Staffing and consulting revenues

 $
 1,866,479

 $
 1,131,605

 Consulting revenues - related party

 472,500

 209,000

 Total revenues

 2,338,979

 1,340,605

 Cost of staffing and consulting revenues

 ( 1,046,649
)

 ( 797,029
)

 Cost of consulting revenues - related party compensation

 ( 187,594
)

 ( 303,275
)

 Total cost of revenues

 ( 1,234,243
)

 ( 1,100,304
)

 Gross Profit

 1,104,736

 240,301

 Operating Expenses:

 Selling, general and administrative

 935,521

 1,903,109

 Compensation - related party

 135,062

 129,975

 Total Operating Expenses

 1,070,583

 2,033,084

 Income/(Loss) from operations

 34,153

 ( 1,792,783
)

 Other Income/(Expense):

 Interest expense

 ( 827,408
)

 ( 6,239,698
)

 Change in fair value of derivative liability

 44,315,804

)

 Gain on settlements

 171,191

 (Loss) on derivative liability at issuance

 ( 80,246
)

)

 (Loss)/gain on extinguishment of debt

 ( 38,990
)

 391,711

 Total Other Income/(Expense)

 43,540,351

 ( 50,623,488
)

 Net Income/(Loss)

 $

 $
)

 Net Income/(Loss) per Common Share

 Basic Income/(Loss) per share attributable to common stockholders

 $
 0.11

 $
)

 Diluted Income/(Loss) per share attributable to common stockholders

 $
 0.04

 $
)

 Basic weighted average number of common shares outstanding

 410,795,994

 Diluted weighted average number of common shares outstanding

 1,166,959,052

 See
accompanying notes to the consolidated financial statements.

 GEX

 Consolidated
Statement of Changes in Stockholders' Deficiency

 Years
Ended December 31, 2022 and 2021

 Capital

 Deficit

 Equity/(Deficiency)

 Series A1 Voting
 Preferred Stock

 Common Stock

 Additional

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 (Deficiency)

 Balance, December 31, 2020

 $

 3,163,044

 $

 $
 5,275,414

 $
 ( 9,058,620
)

 $
 ( 3,782,374
)

 Common stock purchase warrants issued in connection with convertible debt

 -

 -

 Debt conversions

 -

 -

 169,604,673

 1,696

 1,115,976

 Cashless warrant exercises

 -

 -

 7,710,308

 ( 77
)

 -

 Net (Loss)

 -

 -

)

)

 Balance, December 31, 2021

 180,478,025

 1,805

 12,044,740

 ( 61,474,891
)

 ( 49,427,546
)

 Debt conversions

 -

 -

 376,091,753

 3,761

 1,079,069

 Cashless warrant exercises

 -

 -

 34,070,232

 ( 341
)

 -

 Commitment shares issued in connection with convertible debt

 -

 -

 1,428,571

 13,129

 Shares returned to treasury

 -

 -

 ( 3,000,000
)

 ( 30
)

 -

 Net income

 -

 -

 Net income (Loss)

 -

 -

 Balance, December 31, 2022

 $

 589,068,581

 $
 5,891

 $
 13,136,627

 $
 ( 17,900,387
)

 $
 ( 4,757,069
)

 See
accompanying notes to the consolidated financial statements.

 GEX

 Consolidated
Statements of Cash Flow

 Years
Ended December 31, 2022 and 2021

 2022

 2021

 Year Ended December 31,

 2022

 2021

 Cash Flows from Operating Activities

 Net Income/(Loss)

 $

 $
)

 Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

 Change in fair value of derivative liability

 ( 44,315,804
)

 Derivative liability loss on issuance

 80,246

 Loss/(gain) on extinguishment of debt

 38,990

 ( 391,711
)

 (Gain) on settlements

 ( 171,191
)

)

 Non-cash interest expense for warrants and commitment shares issued with convertible debt

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 214,679
)

 24,181

 Accounts payable

 12,170

 14,082

 Accrued liabilities

 682,611

 ( 29,891
)

 Accrued interest and fee conversions (non-cash change)

 92,065

 -

 Litigation liabilities

 ( 30,000
)

 -

 Net Cash (Used in) Operating Activities

 ( 237,945
)

 ( 2,370,682
)

 Cash Flows from Investing Activities

 Net Cash (Used in) Investing Activities

 -

 -

 Cash Flows from Financing Activities

 Proceeds from convertible debt

 3,014,044

 Cash repayments of convertible debt

 -

)

 Related party advances

 Repayment of related party advances

 ( 488,352
)

)

 Net Cash Provided by Financing Activities

 2,618,229

 Net Change In Cash

 ( 182,945
)

 247,547

 Cash at Beginning of Period

 6,441

 Cash at End of Period

 $
 71,043

 $

 Supplemental Disclosure of Cash Flow Information:

 Cash paid for interest

 $
 52,496

 $

 Supplemental Disclosure of Non-Cash Financing Activities:

 Conversions of debt and related accrued interest and fees

 $

 $

 See
accompanying notes to the consolidated financial statements.

 GEX

 Notes
to the Consolidated Financial Statements

31, 2022

 NOTE
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 Organization
and Description of Business

 GEX
Management, Inc. ("GEX", the "Company", "we", "our", "us") is a professional
business services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted
from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016.

 Basis
of Presentation

 Our
financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"),
as well as the applicable regulations and rules of the Securities and Exchange Commission ("SEC"). This requires management
to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual
results could differ from those estimates

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts
and transactions have been eliminated in consolidation.

 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.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. The Company had
 no cash equivalents as of December 31, 2022, and 2021, respectively.

 Accounts
Receivable, Net

 Accounts
receivable consists of accrued services and consulting receivables due from customers. The receivables are generally due within 30 to
45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts.
Write-offs are recorded at the time when a customer receivable is deemed uncollectible.

 Bad debt expense for the years ended December 31,
2022 and 2021 was $ 62,560 and $ 0, respectively. As of December 31, 2022 and 2021, net accounts receivable was $ 399,640 and $ 184,961, net
of allowances for bad debts of $ 64,640 and $ 2,080, all respectively.

 Impairment
of Long-Lived Assets

 The
Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events
or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets
over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced
to fair value, which is typically calculated using the discounted cash flow method. The Company evaluated the long-lived assets as of
December 31, 2022 and determined that the long lived assets should be fully impaired as they no longer held future value. As a result,
the Company recorded an impairment expense in the amount

 Derivative
Financial Instruments

 Fair
value accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such
as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes.
In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model for "out of the money"
instruments and intrinsic value for "in the money" instruments. In assessing the convertible debt instruments, management
determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature
requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process
of these instruments as derivative financial instruments.

 Revenue
Recognition

 GEX
enters into contracts with its clients for management consulting and staffing services. 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, or as consultants work hours for hourly contracts, and the contracts generally have a term of one
year with an automatic renewal after 12 months.

 Management
Consulting and Staffing Services

 GEX
Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers.
The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract
with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction
price to performance obligations and (5) recognize revenue as performance obligations are satisfied.

 Revenue
is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected.
Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided.

 The
revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange
for providing the services. The transaction price is determined based on the estimated costs and rates to complete a given project, as
well as the estimated profit margin on the project.

 GEX
Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which
the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided,
generally as consultants perform the services.

 If
there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute
a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the
revenue recognized accordingly.

 GEX
Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount
of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated.

Taxes

 The Company accounts for income taxes under ASC 740, "Income Taxes."
Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences
and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 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.

 Net
Income/(Loss) 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, estimated shares that would be issued for outstanding convertible
debt on an if-converted basis, common stock dividends, warrants and options to acquire common stock, would be considered common
stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these
are anti-dilutive to the net loss per share.

 The Company calculated basic and diluted net income per share for the year ended December 31, 2022 as follows:

 SCHEDULE OF CALCULATED BASIC AND
DILUTED EARNINGS PER SHARE

 Weighted
 Average

 Net

 Common

 Per
 Share

 (Numerator)

 (Denominator)

 Basic Income Per Share

 Net income available
 to common stockholders

 $

 410,795,994

 $
 0.11

 Diluted Income Per Share

 Convertible
 debt - if converted

 -

 756,163,058

 available to common stockholders (diluted)

 $

 1,166,959,052

 $
 0.04

 The Company determined that the
effects of outstanding convertible debt on an if-converted basis would be anti-dilutive for the year ended December 31, 2021 and
thus presented the same basic and diluted loss per share for 2021.

 Recently
Issued Accounting Pronouncements

 There
are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board ("FASB") which the
Company has adopted or will adopt, as applicable. The Company does not believe any of these accounting pronouncements has had or will
have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards
and interpretations issued but not yet effective as of December 31, 2022 and does not expect such pronouncements to have a material impact
on the Company's financial position, operations, or cash flows.

 Reclassifications

 Certain
amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation.

 NOTE
2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 The
Company previously did not recognize embedded derivatives arising from the conversion features of convertible notes. Management re-evaluated
the outstanding convertible notes and determined that the holders' options to settle the debt in the Company's stock at favorable
fixed and variable conversion prices constituted a derivative liability that should be bifurcated from the notes with changes in fair
value recognized in the statements of operations. Furthermore, management determined that the derivative liability and corresponding
impacts to the results of operations for each reporting period would be material and that the Company should have recorded a derivative
liability upon issuance of each applicable note.

 Additionally,
during the preparation process for the restatement, management discovered substantial accounting errors and omissions in the
previously issued financial statements and determined that such matters require restatement as well.

 The
following table reflects the impacts of the restatement on the Company's balance sheet, statements of operations, and statements
of cash flows as of and for the periods indicated below.

OF IMPACTS ON FINANCIAL STATEMENTS

 Certain captions have been modified to conform to current period presentation.

 As Originally Stated

 Adjustments

 As Restated

 As
 Originally Stated (December 31, 2021 10-K) (1)

 Adjustments
 (December 31, 2021 10-K) (1)

 Restated (1)

 As
 Originally Stated
 (December 31, 2022 10-K) (1)

 Adjustments
 (December 31, 2022 10-K) (1)

 Restated (1)

 As of and Year Ended December 31, 2022

 As of and Year Ended December 31, 2021 (1)

 Certain captions have been modified to conform to current period presentation.

 As Originally Stated

 Adjustments

 As Restated

 As Originally Stated
 (December 31, 2021 10-K)

 Adjustments (December 31, 2021 10-K)

 Restated

 As Originally Stated
 (December 31, 2022 10-K)

 Adjustments (December 31, 2022 10-K)

 Restated

 Balance Sheet

 Assets

 Total assets (all current)

 462,814

 7,869

 (2)

 313,700

 125,249

 515,990

 ( 77,041

)

 (2)

 Liabilities

 Accounts payable

 253,286

 ( 206,828

)

 46,458

 (2)

 30,206

 4,082

 34,288

 44,288

 ( 10,000

)

 34,288

 (2)

 Related party payables

 660,919

 ( 660,919

)

 -

 (3)

 172,567

 ( 172,567

)

 -

 172,567

 ( 172,567

)

 -

 (3)

 Accrued liabilities

 233,688

 677,105

 910,793

 (4)

 352,176

 ( 123,994

)

 228,182

 1,966,361

 ( 1,738,179

)

 228,182

 (4)

 Accrued interest payable

 -

 -

 -

 (4)

 74,270

 ( 74,270

)

 -

 99,445

 ( 99,445

)

 -

 (4)

 Convertible notes payable, net

 208,930

 1,817,215

 2,026,145

 (5)

 980,290

 1,981,620

 2,961,910

 980,290

 1,981,620

 2,961,910

 (5)

 Derivative liability

 -

 1,226,024

 1,226,024

 (6)

 -

 -

 (6)

 Litigation liabilities

 -

 534,655

 534,655

 (7)

 195,250

 540,596

 735,846

 195,250

 540,596

 735,846

 (7)

 Line of credit - related party

 -

 -

 -

 Notes payable

 -

 -

 -

 3,174,977

 -

 -

 3,174,977

 -

 -

 (8)

 Total liabilities (all current)

 1,840,499

 3,387,253

 5,227,752

 5,463,413

 44,403,082

 49,866,495

 7,116,854

 42,749,641

 49,866,495

 -

 Stockholders' Deficit

 Series A1 Voting Preferred Stock

 -

 (9)

 -

 -

 (9)

 Common Stock

 592,916

 ( 587,025

)

 5,891

 (10)

 172,478

 ( 170,673

)

 1,805

 175,627

 ( 173,822

)

 1,805

 (10)

 Additional paid-in capital

 12,169,839

 966,788

 13,136,627

 (11)

 7,536,452

 4,508,288

 12,044,740

 6,238,606

 5,806,134

 12,044,740

 (11)

 Accumulated deficit

 ( 14,140,439

)

 ( 3,355,713

)

 ( 17,900,387

)(12)

 ( 12,858,643

)

 ( 3,355,713

)

 ( 61,474,891

)

 ( 13,015,097

)

 ( 3,355,713

)

 ( 61,474,891

)(12)

 Total stockholders' deficit

 ( 1,377,685

)

 ( 3,379,384

)

 ( 4,757,069

)

 ( 5,149,713

)

 ( 44,277,833

)

 ( 49,427,546

)

 ( 6,600,864

)

 ( 42,826,682

)

 ( 49,427,546

)

 Total liabilities and stockholders' deficit

 462,814

 7,869

 313,700

 125,249

 515,990

 ( 77,041

)

 Statements of Operations

 Staffing and consulting revenues

 2,270,535

 68,444

 2,338,979

 (2)

 1,315,669

 24,936

 1,340,605

 1,301,949

 38,656

 1,340,605

 (2)

 Cost of staffing and consulting revenues

 ( 1,132,416

)

 ( 101,827

)

 ( 1,234,243

) (13)

 ( 494,698

)

 ( 605,606

)

 ( 1,100,304

)

 ( 494,865

)

 ( 605,439

)

 ( 1,100,304

) (13)

 Gross margin

 1,138,119

 ( 33,383

)

 1,104,736

 820,971

 ( 580,670

)

 240,301

 807,084

 ( 566,783

)

 240,301

 Operating expenses

 1,467,457

 ( 396,874

)

 1,070,583

 (2)

 2,719,876

 ( 686,792

)

 2,033,084

 6,067,833

 ( 4,034,749

)

 2,033,084

 (8)

 Operating income/(loss)

 ( 329,337

)

 363,491

 34,153

 ( 1,898,905

)

 106,122

 ( 1,792,783

)

 ( 5,260,749

)

 3,467,966

 ( 1,792,783

)

 Other income (expense)

 Other income (expense)

 ( 109,477

)

 109,477

 -

 ( 14,356

)

 14,356

 -

 ( 43,048

)

 43,048

 -

 Credit charges and debt adjustments

 ( 671,408

)

 671,408

 -

 (3)

 -

 -

 -

 ( 142,947

)

 142,947

 -

 (3)

 Interest expense

 ( 15,120

)

 ( 812,288

)

 ( 827,408

) (4)

 ( 613,703

)

 ( 5,625,995

)

 ( 6,239,698

)

 ( 162,233

)

 ( 6,077,465

)

 ( 6,239,698

) (4), (11)

 Change in fair value of derivative liability

 -

 44,315,804

 44,315,804

 (6)

 -

)

)

 -

)

) (6)

 Loss on derivative liability at issuance

 -

 ( 80,246

)

 ( 80,246

) (6)

 -

)

)

 -

)

) (6)

 Gain/(loss) on settlements

 -

 171,191

 171,191

 (6)

 -

 -

 (15)

 Impairment expense

 -

 -

 -

 ( 2,917,945

)

 2,917,945

 -

 -

 -

 -

 (8)

 Gain/(loss) on extinguishment of debt

 -

 ( 38,990

)

 ( 38,990

)(4)

 ( 1,078,920

)

 1,470,631

 391,711

 ( 600,000

)

 991,711

 391,711

 (4), (15)

 Net other income/(expense)

 ( 796,005

)

 44,336,356

 43,540,351

 ( 4,153,618

)(17)

 ( 46,469,870

)

 ( 50,623,488

)

 ( 948,228

)

 ( 49,675,260

)

 ( 50,623,488

)

 (17

)

 Net income/(loss)

 ( 1,125,342

)

 44,699,846

 (6)

 ( 6,052,523

)

 ( 46,363,748

)

)

 ( 6,208,977

)

 ( 46,207,294

)

) (6)

 Basic weighted average common shares outstanding

 592,462,070

 ( 181,666,076

)

 410,795,994

 (16)

 167,316,519

 ( 73,015,799

)

 175,173,661

 ( 80,872,941

)

 (16)

 Diluted weighted average common shares outstanding

 592,462,070

 574,496,982

 1,166,959,052

 (16)

 167,316,519

 ( 73,015,799

)

 175,173,661

 ( 80,872,941

)

 (16)

 Basic income/(loss) per share

 $

 0.002

 $

 0.108

 $

 0.11

 (16)

 $

 0.04

 $

 ( 0.60

)

 $

)

 $

 0.04

 $

 ( 0.60

)

 $

)(16)

 Diluted income/(loss) per share

 $

 0.002

 $

 0.038

 $

 0.04

 (16)

 $

 0.04

 $

 ( 0.60

)

 $

)

 $

 0.04

 $

 ( 0.60

)

 $

)(16)

 Statements of Cash Flows

 Cash Flows from Operating Activities

 Net Income/(Loss)

 ( 1,125,342

)

 44,699,846

 (6)

 ( 6,052,523

)

 ( 46,363,748

)

)

 ( 6,208,977

)

 ( 46,207,294

)

) (6)

 Adjustments to reconcile net loss to net cash used by operating activities:

 Change in fair value of derivative liability

 ( 44,315,804

)

 ( 44,315,804

) (6)

 -

 -

 (6)

 Derivative liability loss on issuance

 80,246

 80,246

 (6)

 -

 -

 (6)

 Loss/(gain) on extinguishment of debt

 -

 38,990

 38,990

 (6)

 1,078,920

 ( 1,470,631

)

 ( 391,711

)

 600,000

 ( 991,711

)

 ( 391,711

)(6)

 (Gain) on settlements

 ( 171,191

)

 ( 171,191

)

 -

)

)

 -

)

)

 Non-cash interest expense for warrants and commitment shares issued with convertible debt

 (11)

 -

 -

 (11)

 Depreciation and Amortization

 -

 -

 -

 213,600

 ( 213,600

)

 -

 213,600

 ( 213,600

)

 -

 Amortization of debt discount

 -

 -

 -

 539,433

 ( 539,433

)

 -

 539,433

 ( 539,433

)

 -

 Impairment

 -

 -

 -

 2,917,945

 ( 2,917,945

)

 -

 -

 -

 -

 Change in Assets and Liabilities:

 Accounts receivable

 ( 189,174

)

 ( 25,505

)

 ( 214,679

) (2)

 40,842

 ( 16,661

)

 24,181

 (2)

 40,842

 ( 16,661

)

 24,181

 (2)

 Other Current Assets

 ( 25,106

)

 25,106

 -

 (2)

 101,607

 ( 101,607

)

 -

 (2)

 101,607

 ( 101,607

)

 -

 (2)

 Other Assets

 ( 4,141,587

)

 4,141,587

 -

 (8)

 -

 -

 -

 3,292,204

 ( 3,292,204

)

 -

 (8)

 Related Party Payable

 ( 488,352

)

 -

 (3)

 -

 -

 -

 -

 -

 -

 Accounts payable

 208,999

 ( 196,829

)

 12,170

 (2)

 19,373

 ( 5,291

)

 14,082

 19,373

 ( 5,291

)

 14,082

 (2)

 Accrued liabilities

 ( 1,732,673

)

 2,415,284

 682,611

 (4)

 192,758

 ( 222,649

)

 ( 29,891

)

 118,488

 ( 148,379

)

 ( 29,891

) (4)

 Accrued interest and fee conversions (non-cash change)

 -

 92,065

 92,065

 (4)

 -

 -

 -

 -

 -

 -

 (4)

 Litigation liabilities

 -

 ( 30,000

)

 ( 30,000

)

 -

 -

 -

 -

 -

 -

 Accrued Interest Payable

 ( 99,445

)

 99,445

 -

 (4)

 -

 -

 -

 74,270

 ( 74,270

)

 -

 (4)

 Net Cash (Used in) Operating Activities

 ( 6,615,976

)

 6,378,031

 ( 237,945

)

 ( 1,456,503

) (18)

 ( 914,179

)

 ( 2,370,682

)

 ( 1,209,160

)

 ( 1,161,522

)

 ( 2,370,682

)

 (18

)

 Cash Flows from Financing Activities

 Proceeds from convertible debt

 6,348,521

 ( 6,293,521

)

 (15)

 1,587,500

 1,426,544

 3,014,044

 1,550,357

 1,463,687

 3,014,044

 (15)

 Cash repayments of convertible debt

 -

 -

 -

 (15)

 -

)

)

 -

)

) (15)

 Related party advances

 -

 (3)

 -

 -

 (3)

 Repayment of related party advances

 -

 ( 488,352

)

 ( 488,352

) (3)

 -

)

)

 -

)

)(3)

 Net Cash Provided by Financing Activities

 6,348,521

 ( 6,293,521

)

 1,587,500

 1,030,729

 2,618,229

 1,550,357

 1,067,872

 2,618,229

 Net increase in cash and cash equivalents

 Net change in cash

 ( 267,455

)

 84,510

 ( 182,945

)

 130,997

 116,550

 247,547

 341,197

 ( 93,650

)

 247,547

 Cash at Beginning of Period

 347,838

 ( 93,850

)

 6,641

 ( 200

)

 6,441

 6,641

 ( 200

)

 6,441

 Cash at End of Period

 80,383

 ( 9,340

)

 71,043

 (2)

 137,638

 (18)

 116,350

 347,838

 ( 93,850

)

 (2)

 (18

)

 Supplemental Disclosures

 Cash paid for interest

 $

 -

 $

 52,496

 $

 52,496

 $

 -

 $

 $

 $

 -

 $

 $

 Conversions of debt and related accrued interest and fees

 $

 -

 $

 $

 (19)

 $

 -

 $

 $

 $

 -

 $

 $

 (19)

 Common Shares Issued for Debt Conversions

 $

 387,799,137

 $

 ( 387,799,137

)

 $

 -

 (19)

 $

 1,085,722

 $

 ( 1,085,722

)

 $

 -

 $

 154,046,402

 $

 ( 154,046,402

)

 $

 -

 (19)

 Beneficial conversion feature

 $

 -

 $

 -

 $

 -

 (6)

 $

 1,334,143

 $

 ( 1,334,143

)

 $

 -

 $

 1,334,143

 $

 ( 1,334,143

)

 $

 -

 (6)

 (1)

 Balances, results of operations, and cash flows originally presented as
of and for the year ended December 31, 2021 in the December 31, 2021 Form 10-K, as filed with the Securities and Exchange Commission on
July 21, 2022, were different from the comparative figures presented in the December 31, 2022 10-K, as filed with the Securities and Exchange
Commission on April 17, 2023. Both have been included in this schedule to show the impacts of restatement on the financial statements
presented in both filings.

 (2)

 Changes to current assets, current liabilities, revenues, and 2022 operating expenses consisted primarily of previously unrecorded
 or improperly recorded cash, accounts receivable, and accounts payable activities.

 (3)

 Related party payables were not previously reduced for significant reimbursements paid out during 2021 and 2022, resulting in overstatement
 of payables and expenses.

 (4)

 Accrued liabilities as of December 31, 2022 increased primarily due to accumulated interest on convertible notes and decreased in
 December 31, 2021 due to previously satisfied liabilities. For consistent presentation purposes, "Accrued interest payable"
 presented in prior years has been reclassified to "Accrued liabilities."

 (5)

 In 2022, the Company incorrectly wrote off a substantial portion of convertible notes to additional paid-in capital. This restatement
 re-recognizes the still-outstanding convertible notes.

 (6)

 In connection with the restatement, the Company re-evaluated the terms of convertible notes issued and determined that the conversion
 features constitute embedded derivatives and has accordingly recognized, valued, and re-measured derivative liabilities as of each
 balance sheet date and in each period, resulting in substantial impacts to balances and results of operations.

 (7)

 This line was formerly captioned "Settlement Payable." The original settlement amount of $ 195,520
 was satisfied in 2021. As of December 31, 2021, the Company accrued $ 34,137
 to accrued liabilities toward the April 2022 additional judgment of $ 54,920,
 which was paid in 2022. During the preparation process for the restatement, the Company identified additional judgments and settlements,
as disclosed in Note 8 to the financial statements.

 (8)

 This merchant cash advance liability was settled for stock in December 2018 and has thus been derecognized as of the opening balance
 sheet date. Furthermore, the Company previously incorrectly recognized and amortized a corresponding asset to consulting fees and
 ultimately derecognized the asset under impairment expense (2021 10-K) and selling, general and administrative (2022 10-K).

 (9)

 The Company did not previously present its Series A1 Voting Preferred Stock on the balance sheets or statements of stockholders'
 equity and has recognized it in these financial statements.

 (10)

 This adjustment corrects the par value of the Company's common stock to $ 0.00001, as set forth in the DEF-14C filed on December
 30, 2020, rather than the previous $ 0.001 and further corrects the outstanding share counts as of each year-end.

 (11)

 Additional paid-in capital adjustments primarily consist of re-recognition of notes discussed in (5), the par value corrections related
 to (9) and (10), and recognition of interest expense related to warrants and commitment shares issued with convertible debt.

 (12)

 Accumulated deficit changed primarily as a result of derivative accounting related to convertible notes, opening balance adjustments
 to December 31, 2020 of $ 621,392, and other changes to the statements of operations presented herein.

 (13)

 In connection with the restatement, the Company re-evaluated its labor allocations between client-facing (Cost of Sales) and internal
 operations and adjusted accordingly.

 (14)

 The KinerjaPay settlement has been reclassified from the debt extinguishment line item, as it was not extinguished.

 (15)

 These line items correct improper "netting" and missing convertible debt activity previously presented.

 (16)

 This restatement corrects the previously incorrectly calculated weighted average shares outstanding and accounts for potential dilutive impacts of convertible debt in periods where net income is reported.

 (17)

 Totals for these lines were originally miscalculated by $ 471,306.

 (18)

 Totals for these lines were originally miscalculated by $ 508,458 and $ 508,478, respectively.

 (19)

 The conversion lines originally presented shares as dollar amounts. Refer to the updated line items in the statement of cash flows
 and statement of stockholders' deficit.

 NOTE
3. GOING CONCERN

 As
shown in the accompanying financial statements as of December 31, 2022, the Company had $ 71,043 of
cash and $ 470,683
of current assets, as compared to total current liabilities of $ 5,227,752,
has incurred substantial recurring operating losses, and had an accumulated deficit of $ 17,900,387.
Furthermore, the Company's revenue and profits have historically been insufficient to generate positive cash flow, and there
can be no assurances of future revenues or sufficient profits to fund operations without the need for outside capital or advances
from management.

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions
raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result should the Company be unable to continue as a going concern.

 Given
these factors, the Company frequently requires financing from outside parties, and management intends to pursue outside capital through
debt and equity vehicles. The Company currently has no firm commitments to obtain any additional funds, and there can be no assurance
such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding, the Company's
financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.

 NOTE
4. STOCKHOLDERS' EQUITY

 Series
A1 Voting Preferred Stock, $0.00001 Par Value

 The
Company is authorized to issue 800,000 shares of its Series A1 Voting Preferred Stock ("Series A1"). Series A1 stock has
a par value of $ 0.00001 and entitles the holders to a 51% supermajority vote in any matter that common stockholders may vote on.

 As
of each December 31, 2022 and 2021, 800,000 Series A1 shares were outstanding and held by the Chairman and CEO.

 Common
Stock, $0.00001 Par Value

 The
Company is authorized to issue 100,000,000,000 shares of its $ 0.00001 par value Common Stock. This class of stock is entitled to vote.

 As
of December 31, 2022 and 2021, 589,068,581 and 180,478,025 Common shares were issued and outstanding, respectively.

 As
of December 31, 2022 and 2021, 14,370,551,896 and 14,822,162,417 Common shares, respectively, were reserved for convertible debtholders.

 Common
Stock Issuances

2021 and 2022, the Company issued shares of its Common Stock, as follows:

OF COMPANY ISSUED COMMON STOCK

 Debt Conversions

 Warrants Exercised

 Commitment Shares

 Returned to Treasury

 Month

 Total Amount

 Total Amount

 Total Amount

 Total Amount

 January 2021

 9,834,319

 $
 99,142

 -

 $
 -

 -

 $
 -

 -

 $
 -

 February 2021

 14,431,245

 143,384

 -

 -

 -

 -

 -

 -

 March 2021

 19,758,900

 162,330

 -

 -

 -

 -

 -

 -

 April 2021

 17,791,251

 141,041

 -

 -

 -

 -

 -

 -

 May 2021

 6,404,717

 31,810

 -

 -

 -

 -

 -

 -

 June 2021

 27,659,697

 145,545

 -

 -

 -

 -

 -

 -

 July 2021

 21,255,430

 71,354

 -

 -

 -

 -

 -

 -

 August 2021

 27,291,759

 183,658

 -

 -

 -

 -

 -

 -

 September 2021

 1,720,213

 40,522

 -

 -

 -

 -

 -

 -

 November 2021

 3,571,428

 28,726

 -

 -

 -

 -

 -

 -

 December 2021

 19,885,714

 70,160

 7,710,308

 -

 -

 -

 -

 -

 Year Ended December 31, 2021

 169,604,673

 $

 7,710,308

 $
 -

 -

 $
 -

 -

 $
 -

 January 2022

 9,000,000

 $
 31,500

 4,227,238

 $
 -

 -

 -

 -

 -

 February 2022

 41,990,634

 168,775

 9,861,338

 -

 -

 -

 -

 -

 March 2022

 129,868,042

 454,954

 19,981,656

 -

 -

 -

 -

 -

 April 2022

 19,700,000

 68,950

 -

 -

 -

 -

 -

 -

 August 2022

 72,919,883

 216,970

 -

 -

 1,428,571

 -

 -

 September 2022

 -

 -

 -

 -

 -

 -

 ( 3,000,000
)

 -

 October 2022

 24,200,000

 84,700

 -

 -

 -

 -

 -

 -

 November 2022

 50,933,436

 44,478

 -

 -

 -

 -

 -

 -

 December 2022

 27,479,758

 12,503

 -

 -

 -

 -

 -

 -

 Year Ended December 31, 2022

 376,091,753

 $

 34,070,232

 $
 -

 1,428,571

 $

 ( 3,000,000
)

 $
 -

 Warrants

 In
2021, the Company issued warrants to purchase its common stock in connection with the issuance of certain convertible notes in securities
purchase agreements. The Company determined the warrants were detachable from the convertible notes and evaluated whether the warrants
represented liabilities or equity under ASC 480 – Distinguishing Liabilities from Equity, concluding that they did not have
the characteristics of liabilities. As a result, the Company recorded the warrants to equity with a corresponding charge to interest
expense at issuance totaling $ 0 and $ 5,653,427 for 2022 and 2021, respectively, using the following Black-Scholes inputs to value the
warrants:

OF BLACK-SCHOLES INPUTS TO VALUE THE WARRANTS

 Strike
 Price

 $ 0.0035
 - $ 0.50

 Risk-free
 interest rate

 0.96
 - 1.29 %

 Time
 to maturity

 years

 Annualized
 volatility

 462 - 484 %

 Dividend
 rate

 0 %

 A
summary of outstanding warrants and related activities follows:

 SUMMARY OF OUTSTANDING WARRANTS

 Outstanding, December 31, 2020

 -

 Issued

 158,326,846

 Exercised

 ( 8,024,100
)

 Expired or cancelled

 -

 Outstanding, December 31, 2021

 150,302,746

 Issued

 -

 Exercised

 ( 40,331,428
)

 Expired or cancelled

 -

 Outstanding, December 31, 2022

 109,971,318

 NOTE
5. CONVERTIBLE NOTES PAYABLE, NET

 In
2022 and 2021, the Company entered into securities purchase agreements to issue short-term convertible notes with face values totaling
$ 55,000 and $ 3,105,178, respectively. As the convertible notes are short-term, the Company immediately expensed the discounts to interest
expense.

 The
Company further evaluated the fixed price and variable price conversion features of these notes and determined that they constitute embedded
derivatives, as the notes are settled in the Company's common stock and are effectively call options to the noteholders. Given
that the size of the derivative liabilities was substantially larger than the principal amounts of the notes, management did not allocate
the value between the instruments, but rather recorded the notes at face value and bifurcated the derivative liability at its respective
value, and recorded changes in fair value in the statements of operations. Accordingly, the Company recorded derivative liabilities upon
issuance totaling $ 80,246 and $ 33,463,111 throughout the years ended December 31, 2022 and 2021, respectively, and recorded corresponding
issuance-date losses due to the substantial disparity between the stock price and conversion price at issuance.

 The
Company used the following inputs to value the derivative liability throughout 2022 and 2021:

OF INPUTS TO VALUE OF DERIVATIVE LIABILITY

 Year Ended December 31,

 2022

 2021

 Risk-free interest rate

 1.63 - 4.76 %

 0.11 - 0.73 %

 Time to maturity

 1 Year

 1 Year

 Annualized volatility

 232 - 254 %

 281 - 563 %

 Dividend rate

 0 %

 0 %

 These
notes generally call for (i) the Company to reserve 4 to 10 times the amount of shares into which the notes are convertible and (ii)
an escalating prepayment penalty of 120-145% increasing every 30-60 days up to 180 days.

 The
following represents key terms of convertible notes that were outstanding and newly issued during 2021 and 2022:

OF CONVERTIBLE NOTES

 Date

 Principal

 Purchase Price

 Interest

 Default Interest

 Maturity

 Conversion

 August 1, 2018

 $
 35,000

 $
 35,000

 %

 %

 4/28/2019

 (1
)

 August 29, 2018

 $
 112,750

 $
 112,750

 %

 %

 5/29/2019

 (2), (7)

 April 16, 2019

 $
 112,750

 $
 112,750

 %

 %

 4/16/2020

 (3
)

 February 8, 2021

 $
 53,500

 $
 53,500

 %

 %

 2/8/2022

 (4
)

 March 19, 2021

 $
 38,500

 $
 38,500

 %

 %

 3/19/2022

 (4
)

 April 20, 2021

 $

 $

 %

 %

 4/20/2022

 (4
)

 April 20, 2021

 $
 31,797

 $
 31,797

 %

 %

 4/20/2023

 (5
)

 April 20, 2021

 $
 31,797

 $
 31,797

 %

 %

 4/20/2023

 (5
)

 May 18, 2021

 $
 88,000

 $
 80,000

 %

 %

 5/18/2022

 June 9, 2021

 $

 $

 %

 %

 6/9/2022

 (4
)

 June 9, 2021

 $
 88,000

 $
 80,000

 %

 %

 6/9/2022

 June 25, 2021

 $
 110,000

 $

 %

 %

 6/25/2022

 July 14, 2021

 $

 $

 %

 %

 6/9/2022

 (4
)

 July 28, 2021

 $
 600,000

 $
 500,000

 No Stated Rate

 No Stated Rate

 7/6/2022

 August 6, 2021

 $
 110,000

 $
 110,000

 %

 %

 8/6/2022

 (5
)

 August 9, 2021

 $
 333,333

 $
 300,000

 %

 %

 8/9/2022

 August 9, 2021

 $
 137,500

 $
 125,000

 %

 %

 8/9/2022

 August 10, 2021

 $
 200,000

 $
 180,000

 %

 %

 8/10/2022

 August 10, 2021

 $
 110,000

 $

 %

 %

 8/6/2022

 August 20, 2021

 $

 $

 %

 %

 8/20/2022

 (5
)

 August 20, 2021

 $

 $

 %

 %

 8/20/2022

 (5
)

 August 20, 2021

 $

 $

 %

 %

 8/20/2022

 September 1, 2021

 $

 $
 50,000

 %

 %

 9/1/2022

 September 1, 2021

 $
 27,500

 $

 %

 %

 9/1/2022

 September 1, 2021

 $
 27,500

 $

 %

 %

 9/1/2022

 (5
)

 September 1, 2021

 $
 27,500

 $

 %

 %

 9/1/2022

 September 2, 2021

 $
 155,000

 $
 140,000

 %

 %

 9/2/2022

 September 7, 2021

 $
 34,500

 $
 34,500

 %

 %

 9/7/2022

 (5
)

 September 9, 2021

 $
 11,000

 $
 10,000

 %

 %

 9/9/2022

 November 10, 2021

 $
 137,500

 $
 125,000

 %

 %

 11/10/2022

 (6), (7)

 November 19, 2021

 $
 136,000

 $
 124,000

 %

 %

 11/19/2022

 (5
)

 December 23, 2021

 $
 130,000

 $
 130,000

 %

 %

 12/23/2022

 (5
)

 November 4, 2022

 $

 $

 %

 %

 11/4/2023

 (4
)

 (1)

 at fixed price of $2.50 per share.

 (2)

 at lesser of: (i) lowest trade price in previous 25 days on OTC Pink, OTCQB, or other applicable market, or (ii) 58% times the average
 last two lowest trade prices in 25 previous trading days.

 (3)

 at fixed price of $2.50 per share for the first 180 days. After 180 days, lesser of: (i) Closing price of previous trading
 day, or (ii) 65% of lowest trade price in previous 25 days.

 (4)

 at 61% of the average last 2 lowest trade prices in 20 previous trading days.

 (5)

 at fixed price of $0.0035 per share.

 (6)

 at fixed price of $0.05 per share.

 (7)

 These
 notes provide for the conversion price to be adjusted downward in the event of a new issuance of convertible debt at a lower conversion
 price. Management determined the financial statement impact to be immaterial for the periods presented.

 On
July 28, 2021, the Company entered into a Settlement and Compromise Agreement with KinerjaPay Corp., under which the Company agreed to
pay $ 600,000 to KinerjaPay Corp. According to the agreement, the Company executed a promissory note for $ 273,000 on or about January
6, 2021. In exchange for the $ 600,000, the agreement (i) extended the maturity to July 6, 2022, (ii) removed the "demand"
feature from the note, (iii) provided for up to $ 500,000 of advances, (iv) called for a set principal amount of $ 600,000, and (v) is
convertible at a fixed conversion rate of $ 0.0035 per share. The Company recorded the entire amount as a loss on debt settlement. The
relationship with KinerjaPay Corp. and to whom, how, where and when any such funds were disbursed and how they were expended are unclear.

 Interest
expense for the years ended December 31, 2022 and 2021 totaled $ 827,408 and $ 6,239,698, respectively.

 As
discussed in Note 4, a total of 376,091,753 and 169,604,673 shares were issued for conversions of $ 1,082,830 and $ 1,117,672 of convertible
debt during 2022 and 2021, respectively.

 As
of December 31, 2022 and 2021, outstanding balances on these notes totaled $ 2,026,145 and $ 2,961,910, respectively. Accrued interest
on these notes included in accrued liabilities as of December 31, 2022 and 2021 was $ 885,793 and $ 203,182, respectively.

 NOTE
6. RELATED PARTY TRANSACTIONS

 On
March 1, 2015 the Company entered into a Line of Credit Agreement with P413, a company affiliated with its former CEO, Mr. Carl Dorvil,
at an interest rate of 6 %. This line of credit has a balance of $ 483,677 at December 31, 2021 and December 31, 2020, respectively. On
May 2, 2018, this line of credit was extended to April 1, 2020. On September 1, 2018, the line of credit was extended to September 1,
2020. On September 1, 2021, the line of credit was extended to September 1, 2023.

 The
Company also had the following related party activities during the years ended December 31, 2022 and 2021.

 SCHEDULE OF RELATED PARTY ACTIVITIES

 Payments
 from GEX

 Payments
 to GEX

 Year
 Ended December 31,

 Year
 Ended December 31,

 Name

 Relationship

 Nature
 of Activity

 2022

 2021

 2022

 2021

 Srikumar
 Vanamali

 Chairman
 of the Board, CEO, CFO, holds 100% of outstanding Series A1 Voting Preferred Stock

 Compensation

 $
 312,656

 $
 433,251

 $
 -

 $
 -

 Advances
 to company
 (1)

 -

 -

 Repayment
 of advances
 (1)

 277,567

 -

 -

 FCP
 Holdings

 Entity
 affiliated with Shaheed Bailey, Director

 Indirect
 compensation

 10,000

 -

 -

 -

 Joseph
 Frontiere

 Director,
 Former CEO

 (2)

 110,493

 351,990
 (3)

 -

 -

 Health, LLC

 Entity
 controlled and/or heavily influenced by Mr. Frontiere in his capacity as Executive Chairman

 (2)

 49,500

 -
 (3)

 -

 14,000

 Quad
 M Solutions

 Entity
 controlled by Mr. Frontiere, who serves as its Chairman of the Board, CEO and Interim CFO

 Staffing
 and consulting revenues, net of payments out
 (4)

 13,000

 6,000

 437,500

 199,500

 Totals

 $
 984,001

 $
 1,068,808

 $
 925,852

 $
 358,847

 (1)

 As
 of December 31, 2022 and 2021, the Company was indebted to Mr. Vanamali for $ 0 and $ 0 for related party advances, respectively.

 (2)

 In
 connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted
 to ascertain the nature of these payments made while Mr. Frontiere was the Company's former CEO and CFO from July 27, 2021
 to November 3, 2022. Mr. Frontiere did not provide sufficient
 information substantiating the nature and any business purposes of these transactions, which appear to consist of payments and transfers
 to (i) Mr. Frontiere's credit card, (ii) establishments that do not appear business-related, (iii) unclear recipients and/or
 accounts, and (iv) 27 Health, LLC. Management is unable to ascertain the exact nature and business purpose of these payments and
 considers it possible that all or portions of these payments may have directly or indirectly benefitted Mr. Frontiere.

 (3)

 $ 176,634
 and $ 175,356 of the payments made in 2021 were recorded to cost of staffing and consulting revenues and selling, general and administrative
 expenses, respectively. $ 107,521 of the payments made in 2022 were payments for amounts previously recorded to Selling,
 General and Administrative expenses during 2021 and accrued as of December 31, 2021. The remaining $ 2,972 of these payments were
 recorded to selling, general and administrative expense in 2022.

 (4)

 As
 of December 31, 2022 and 2021, outstanding accounts receivable due the Company from Quad M Solutions, Inc. were $ 83,500 and $ 35,500,
 respectively. Revenues recognized for 2022 and 2021 totaled $ 472,500 and $ 209,000, respectively.

 Additionally,
the Company identified the following individuals, entities and activities that appeared to be potential related parties but was unable
to ascertain the exact relationships or actual nature of transactions:

 Payments
 from GEX

 Payments
 to GEX

 (1)

 (2)

 Year
 Ended December 31,

 Year
 Ended December 31,

 Name

 Relationship

 Stated
 Nature of Activity

 2022

 2021

 2022

 2021

 Advisory
 Consulting Corp

 (7)

 $

 $
 60,000

 $
 -

 $
 -

 Best
 Enterprises, LLC

 - Servers and Infrastructure

 -

 30,000

 -

 -

 Denise
 Aversano

 -

 15,000

 -

 -

 Denise
 Kamish

 (7)

 4,000

 18,001

 -

 -

 Diamond
 Jaguar

 -

 75,000

 -

 -

 Elizabeth
 Luongo

 -

 -

 -

 GEX
 Data Labs, Inc.
 (3)

 - GoatX Development

 -

 495,000
 (4)

 -

 -

 Honour
 and Associate Ltd.
 (3)

 -

 45,000

 -

 -

 Iris
 Desimone

 (7)

 4,000

 14,000

 -

 -

 Jaclyn
 Castro

 - Accounting/Bookkeeping
 (7)

 9,000

 24,000

 -

 -

 KinerjaPay

 Debt
 settlement and compromise
 (5)

 -

 -

 -

 -

 Lori
 Castro

 - Accounting/Bookkeeping
 (7)

 4,000

 31,000

 -

 -

 Sandy
 Cay, LLC

 (6)

 -

 -

 -

 Venture
 Group Capital

 - Business Advisory

 -

 24,000

 -

 -

 Vero
 Royale Llc

 Compensation

 -

 25,167

 -

 -

 Totals

 $
 46,000

 $
 881,168

 $
 -

 $

 (1)

 In
 connection with the restatement of financial statements as of and for the years ended December 31, 2022 and 2021, management attempted
 to ascertain the nature of certain payments made and agreements entered by Mr. Frontiere while he was the Company's former
 CEO and CFO from July 27, 2021 to November 3, 2022. These parties and payments represent persons and entities that the Company identified
 as potentially affiliated Mr. Frontiere. The actual nature of relationships Mr. Frontiere and/or the Company had with these individuals
 and entities is unclear, and these parties and related activities have been disclosed in the event they are actually related parties
 requiring disclosure.

 (2)

 Management
 was unable to ascertain the (i) true nature of services stated in applicable consulting arrangements with these individuals and entities,
 (ii) actual qualifications of such individuals to perform such services, (iii) arm's length nature of these arrangements, (iv)
 whether there was ultimately a legitimate business purpose for these arrangements, or (v) whether the Company ultimately benefitted
 from these payments.

 (3)

 GEX
 Data Labs, Inc. was formed in the state of Wyoming on July 30, 2021, with its initial resolutions indicating Mr. Ed Honour was President,
 Treasurer, Secretary and Director. The Company previously issued a press release on September 30, 2021 indicating that "GXXM
 [the Company] is a significant shareholder of GDL [GEX Data Labs, Inc.]." However, the actual nature of the relationship between
 the Company and GEX Data Labs, Inc. and/or Mr. Edward Honour, who also appears to be affiliated with Honour and Associate, Ltd.

 (4)

 The
 $ 495,000 paid to GEX Data Labs, Inc. was not paid in a manner consistent with the payment schedule or total fees of $ 1,500,000 set
 forth in the Statement of Work dated June 15, 2021. Furthermore, the press release discussed in (3) indicates the platform was launched
 in September 2021. Accordingly, it is unclear whether these payments were actually pursuant to the Statement of Work, or for another
 purpose.

 (5)

 On
 July 28, 2021, the Company entered into a settlement and compromise agreement with KinerjaPay, effectively creating a convertible
 promissory note for $ 600,000 to settle up to $ 500,000 of previous amounts purportedly advanced to the Company. The Company is unable
 to determine how the original funds were disbursed and expended and recorded a loss of $ 600,000.

 (6)

 On
 September 13, 2021, the Company received $ 25,000 from Sandy Cay, LLC indicating this was a loan. In the absence of sufficient documentation,
 management believes this is a short-term advance and has accrued it in Accrued Liabilities.

 (7)

 As
 of December 31, 2022 and 2021, $ 0 and $ 25,000, $ 0 and $ 4,000, $ 0 and $ 4,000, $ 0 and $ 9,000, and $ 0 and $ 4,000 were included in accounts
 payable as balances due to Advisory Consulting Corp, Denise Kamish, Iris Desimone, Jaclyn Castro, and Lori Castro, all respectively.

 NOTE
7. INCOME TAXES

 The
Company recorded no deferred income tax provision or benefit for the years ended December 31, 2021 or 2020, because the Company believes
it is more likely than not that net operating loss carryforwards will not be utilized in the near future due to net losses. The Company
has generated no taxable income. The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income
tax rate of 21 % plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Company's
valuation allowance, as well as due to nondeductible expenses. The Company's blended tax rate of 21 % currently consists of 21 %
for U.S. Federal income tax and 0 % for Texas state income taxes. The following tables set forth the Company's analysis of its deferred
tax assets and related valuation allowances:

 Income Tax Valuation Allowance

 SCHEDULE OF PROVISION FOR
INCOME TAX

 2022

 2021

 As
 of December 31,

 2022

 2021

 Net loss before
 income taxes

 $

 $
)

 Adjustments to net loss

 Permanent book-tax differences

 ( 44,367,759
)

 44,433,945

 Temporary
 book-tax differences

 -

 -

 Net taxable income (loss)

 ( 793,255
)

 ( 7,982,326
)

 tax rate

 %

 %

 tax recovery

 $
 ( 166,584
)

 $
 ( 1,676,288
)

 Valuation allowance change

 $
 166,584

 $
 1,676,288

 Provision
 for income taxes

 $
 -

 $
 -

 Components
of Deferred Income Tax Assets

 SCHEDULE OF DEFERRED INCOME TAX ASSETS

 2022

 2021

 As
 of December 31,

 2022

 2021

 Net operating loss carryforward

 $
 2,242,357

 $
 2,075,774

 Valuation
 allowance

 ( 2,242,357
)

 ( 2,075,774
)

 Net
 deferred income tax asset

 $
 -

 $
 -

 NOTE
8. CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES

 Significant
Concentrations

 The
Company identified the following significant concentrations as of and for the years ended December 31, 2022 and 2021:

 A (related party):

 21 %
 and 16 % of revenues in 2022 and 2021, respectively

 21 %
 and 19% of accounts receivable as of December 31, 2022 and 2021, respectively

 B:

 13 %
 of revenues in 2022

 10 %
 of accounts receivable as of December 31, 2022

 C:

 18 %
 of revenues in 2021

 11 %
 of accounts receivable as of December 31, 2021

 D: 12 % of revenues in 2021

 E: 46 % of accounts receivable as of December 31, 2021

 F: 14 % of accounts receivable as of December 31, 2022

 G: 13 % of accounts receivable as of December 31, 2021

 Litigation, Settlements and Judgments

 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.

 On
September 13, 2019, a Judgment by Confession was entered in New York against the Company for $ 195,250 due to EMA Financial, LLC ("EMA"),
a former convertible debtholder, for then-outstanding convertible notes in default, accrued interest and fees. On April 11, 2022, the
court awarded a second judgment totaling $ 20,333. On or around October 5, 2021, a $ 200,000 payment was made to EMA Financial, and the
parties entered into a Mutual Settlement and Release Agreement on August 15, 2022. The agreement called for payment of outstanding interest
of $ 52,496 through August 10, 2022, to be paid as follows: $ 26,248 due on August 15, 2022, $ 13,124 due on September 12, 2022, and $ 13,124
due on October 12, 2022. The Company paid these amounts in 2022, and a Satisfaction of Judgment was entered by EMA on January 23, 2023.
As of December 31, 2022 and 2021, accrued interest under this agreement totaling $ 0 and $ 34,137, respectively, was included in accrued
liabilities.

 On October 16, 2018, C6 Capital,
LLC ("C6") obtained a Confession of Judgment for $ 534,655 against the Company. in Ontario County Supreme Court in the State
of New York (Case No. 120802-2018 entitled C6 CAPITAL LLC - v. - GEX MANAGEMENT INC et al) related to previous merchant cash advance
arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130736-2021 entitled GEX MANAGEMENT INC et al v. C6
CAPITAL FUNDING LLC) against C6 but was unable to successfully vacate, settle or otherwise resolve the original judgment. As of each
December 31, 2022 and 2021, the Company owed $ 534,655 on this judgment.

 On March 22, 2019, Business
Merchant Funding ("BMF") obtained a Confession of Judgment for $ 151,191 against the Company. in Ontario County Supreme Court
in the State of New York (Case No. 123479-2019 entitled BUSINESS MERCHANT FUNDING v. GEX MANAGEMENT INC et al) related to previous
merchant cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 130737-2021 entitled GEX MANAGEMENT
INC et al v. BUSINESS MERCHANT FUNDING LLC) against BMF, successfully vacating the judgment on February 17, 2022, resulting in a gain
of $ 151,191 in 2022. As of December 31, 2022 and 2021, the Company owed $ 0 and $ 151,191, respectively on this judgment.

 On October 9, 2018, EIN Cap.,
Inc. ("EIN") obtained two Confessions of Judgment each for $ 471,591, totaling $ 943,182, against the Company. in Erie County
Supreme Court in the State of New York (Case Nos. 815900-2018 and 815919-2018 each entitled EIN CAP, INC - v. - GEX MANAGEMENT INC/GEX
MANAGEMENT INC DBA MYEASYHQ/ ATHERIA LLC/DORVIL FINANCIAL GROUP LLC/QUANTUM ENERGY & FINANCE LLC/GEX INSTITUTE LLC/SUCCESS TRAINING
INSTITUTE LLC/GROUP EXCELLENCE MANGEMENT LLC/GROUP EXCELLENCE LLC/SUCCESS DYNASTY LLC/US CONSOLIDATE et al) related to previous merchant
cash advance arrangements. On September 28, 2021, the Company commenced litigation (Case No. 813479-2021 entitled GEX MANAGEMENT, INC.
et al v. EIN CAP INC.) against EIN. In November 2022, the EIN and the Company agreed to settle all three of proceedings for $ 50,000,
resulting in a gain of $ 893,182 in 2021. In 2022, a payment was made for $ 12,500, and EIN agreed to accept a $ 30,000 payment to settle
the remaining $ 37,500 balance. As of December 31, 2022 and 2021, the Company owed $ 0 and $ 50,000, respectively, on this matter.

 As of December 31, 2022 and 2021, the
Company had $ 534,655 and $ 735,846, respectively, of outstanding litigation-related liabilities.

 Other
Commitments and Contingencies

 Other
than the information set forth in this note, management was not aware of any other significant commitments or contingencies as of the
date of this filing.

 NOTE
9. SUBSEQUENT EVENTS

 In
2023, convertible noteholders converted $ 167,578 of principal, interest and fees into 1,708,444,274 shares of Common Stock.

 On April 25, 2023, the Workers' Compensation Board of the State of
New York obtained a judgment against the Company in the amount of $ 22,000 in the Albany County Supreme Court (Case No. 903715-23 entitled
 Workers' Compensation Board of the State of New York vs GEX MANAGEMENT INC).

 On
September 15, 2023, the Company entered into an accounts receivable financing and security agreement that provided for advances of up
to 90 % against eligible accounts receivable up to a maximum of $ 250,000. On December 14, 2023, the Company terminated the relationship
and was released from the agreement.

 In
March 2024, the Company entered into four convertible notes totaling $ 74,000, with net proceeds of $ 60,000. The notes call for an (i)
interest rate of 15 % per annum and (ii) a one-time interest charge of 10 % on the principal amount and are convertible into the Company's
Common stock at a fixed rate of $ 0.0001 per share.

 Management
has evaluated subsequent events through the date these financial statements were available to be issued and did not identify any other
significant events.