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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the Fiscal Year Ended December 31, 2023

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.

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.

 TABLE
OF CONTENTS

 PART
 I

 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

 PART
 II

 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

 PART
 III

 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

 PART
 IV

 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 and staffing 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.

 Overall,
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.

 Overall,
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, 2023 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, 2023, GEX's corporate offices were located at 3662 W. Camp Wisdom Road, Dallas, Texas 75237.

 Other
Property

 As
of December 31, 2023, 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 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 involved in the following 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 31,2023 and 2022, 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, 2023 and 2022, 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 each December 31, 2023 and 2022, the Company owed $0 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 each December 31, 2022 and 2021, the Company owed $0 on this
matter.

 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). As of December 31, 2023, $22,000 was outstanding on this judgment.

 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,

 30,

 31,

 Fiscal
 Year 2023

 High

 $
 0.0015

 $
 0.0012

 $
 0.0003

 $
 0.0002

 Low

 $
 0.0002

 $
 0.0001

 $
 0.0001

 $
 0.0001

 Fiscal
 Year 2022

 High

 $
 0.1800

 $
 0.0180

 $
 0.0112

 $
 0.0044

 Low

 $
 0.0050

 $
 0.0040

 $
 0.0012

 $
 0.0003

 Shareholders

 As
of December 31, 2023, there were approximately 111 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 year ended December 31, 2023.

 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, 2023 Compared to the Year Ended December 31, 2022

 Revenues

 In 2023, the Company recognized $2,095,545 of revenue, as compared to $2,338,979
in 2022, for a decrease of $243,434 or 10%. The decrease in revenue is due to fluctuations as client needs changed.

 Cost
of Services and Gross Margins

 In 2023, costs of revenues increased to $1,366,674, as compared to $1,234,243
in 2022, for an increase of $132,431 or 11%. This increase in cost of revenue impacted the company's gross margin, which decreased
from 47% in fiscal year 2022 to 35% in fiscal year 2023. The increase in cost of revenue was primarily driven by higher personnel costs.

 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.

 Operating
Expenses

 Operating
expenses declined from $1,070,583 in 2022 to $809,639 in 2023, representing a decrease of $260,944 or 24%. 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.

 Overall,
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

 During fiscal year 2022, the Company's generated net operating losses
of $80,768 in 2023 and net operating income of $34,153 in 2022, for a change of $114,921 or 336%. This change in net loss was primarily
driven by a decrease in revenue, net of improved cost management 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.

 Overall,
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.

 Other Income/(Expense)

 In 2023, the Company recognized net other income of $481,055, as compared
to $43,540,351 in 2022, for a decrease of $43,059,296 or 99%. 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 2023 that impacted key inputs used to value the derivative liability. The remaining changes in net other expense
resulted from interest expense on convertible debt and losses on judgments.

 Net

 The Company generated net income of $400,287 during the year ended December
31, 2023, as compared to $43,574,504 for the year ended December 31, 2022, representing a decrease of $43,174,217 or 99%. The net income
and substantial year-over-year change 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, 2023,
the Company had $18,173 of cash and $499,160 of current assets, as compared to total current liabilities of $4,688,364, has incurred substantial
recurring operating losses, and had an accumulated deficit of $17,500,100. 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, 2023 and 2022 is as follows:

 2023

 2022

 Net cash used in operating activities

 $
 (52,870
)

 $
 (237,945
)

 Net cash used in investing activities

 -

 -

 Net cash provided by
 financing activities

 -

 Net
 increase(decrease) in cash and cash equivalents

 $
 (52,870
)

 $
 (182,945
)

 Net
cash used in operating activities was $52,870 for the twelve months ended December 31, 2023, as compared to $237,945 of cash used in
operating activities for the twelve months ended December 31, 2022, for a decrease of $185,075 or 78%. Cash used in operations decreased
significantly due to reduced operating costs.

 Net
cash provided by financing activities was $0 for the twelve months ended December 31, 2023, as compared to $55,000 for the twelve months
ended December 31, 2022, representing a decrease of $55,000 or 100%. The decrease was primarily due to no new convertible debt issuances
in 2023.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 GEX
MANAGEMENT, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5041)

 Balance Sheets as of December 31,2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statement of Changes in Shareholders' Deficit for the Years Ended December 31,2023 and 2022

 Statements of Cash Flows for the Years Ended December 31,2023 and 2022

 Notes
 to the Consolidated Financial Statements for the Years Ended December 31,2023 and 2022

 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, 2023 and 2022, 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, 2023 and 2022, 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

Balance Sheets

31, 2023 and 2022

 31, 2023

 31, 2022

 As
 of

 December 31,

 2023

 2022

 ASSETS

 Current
 Assets:

 Cash
 and cash equivalents

 $
 18,173

 $
 71,043

 receivable, net

 480,987

 399,640

 Total
 Current Assets

 499,160

 Non-Current
 Assets

 -

 -

 TOTAL
 ASSETS

 $
 499,160

 $

 LIABILITIES
 AND STOCKHOLDERS' DEFICIENCY

 Current
 Liabilities:

 payable

 $
 49,959

 $
 46,458

 party payables

 2,419

 -

 Accrued
 liabilities

 1,421,437

 910,793

 Litigation liabilities

 556,655

 534,655

 Convertible
 notes payable, net

 1,881,495

 2,026,145

 Derivative
 liability

 292,722

 1,226,024

 Line
 of credit - related party

 483,677

 483,677

 Total
 Current Liabilities

 4,688,364

 5,227,752

 Non-Current
 Liabilities

 -

 -

 Total
 Liabilities

 4,688,364

 5,227,752

 Commitments
 and Contingencies (Note 7)

 -

 -

 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, 2023 and 2022.

 Common
 stock, $ 0.00001
 par value, 100,000,000,000
 shares authorized, 2,297,512,885
 and 589,068,581
 issued and outstanding as of December 31, 2023 and 2022, respectively.

 22,975

 5,891

 Additional
 paid-in capital

 13,287,121

 13,136,627

 Accumulated
 deficit

 ( 17,500,100
)

 ( 17,900,387
)

 Total
 Stockholders' (Deficiency)

 ( 4,189,204
)

 ( 4,757,069
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

 $
 499,160

 $

 See
accompanying notes to the consolidated financial statements.

 GEX

Statements of Operations Years Ended

31, 2023 and 2022

 2023

 2022

 Year

 2023

 2022

 Staffing
 and consulting revenues

 $
 1,863,545

 $
 1,866,479

 revenues - related party

 232,000

 472,500

 Total
 revenues

 2,095,545

 2,338,979

 Cost
 of staffing and consulting revenues

 ( 1,216,674
)

 ( 1,046,649
)

 Cost
 of consulting revenues - related party compensation

 ( 150,000
)

 ( 187,594
)

 Total
 cost of revenues

 ( 1,366,674
)

 ( 1,234,243
)

 Gross
 Profit

 728,871

 1,104,736

 Operating
 Expenses:

 Selling,
 general and administrative

 709,639

 935,521

 Compensation
 - related party

 135,062

 Total
 Operating Expenses

 809,639

 1,070,583

 (Loss)/Income
 from operations

 ( 80,768
)

 34,153

 Other
 Income/(Expense):

 Interest
 expense

 ( 430,247
)

 ( 827,408
)

 Change
 in fair value of derivative liability

 1,059,318

 44,315,804

 (Loss)/gain on judgments and settlements

 ( 22,000

)

 171,191

 Loss
 on derivative liability at issuance

 -

 ( 80,246
)

 (Loss) on extinguishment of debt

 ( 126,016
)

 ( 38,990
)

 Total
Other Income

 481,055

 43,540,351

 Net

 $

 $

 Net
 Income per Common Share

 Basic Income per share attributable to common stockholders

 $
 0.00

 $
 0.11

 Diluted Income per share attributable to common stockholders

 $

 0.00

 $

 0.04

 Basic weighted average number of common shares outstanding

 713,924,107

 410,795,994

 Diluted weighted average number of common shares outstanding

 2,623,404,175

 1,166,959,052

 See
accompanying notes to the consolidated financial statements.

 GEX

Statement of Changes in Shareholders' Deficit

 Years
Ended December 31, 2023 and 2022

 Capital

 Deficit

 (Deficiency)

 Series
 A1 Voting Preferred Stock

 Common
 Stock

 Additional
 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 (Deficiency)

 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

 -

 -

 Balance, December 31, 2022

 589,068,581

 5,891

 13,136,627

 ( 17,900,387
)

 ( 4,757,069
)

 Balance

 589,068,581

 5,891

 13,136,627

 ( 17,900,387
)

 ( 4,757,069
)

 Debt conversions

 1,708,444,274

 17,084

 150,494

 167,578

 Net income

 -

 -

 Balance, December 31, 2023

 $

 2,297,512,855

 $
 22,975

 $
 13,287,121

 $
 ( 17,500,100
)

 $
 ( 4,189,204
)

 Balance

 $

 2,297,512,855

 $
 22,975

 $
 13,287,121

 $
 ( 17,500,100
)

 $
 ( 4,189,204
)

 See
accompanying notes to the consolidated financial statements.

 GEX

Statements of Cash Flow

 Years
Ended December 31, 2023 and 2022

 2023

 2022

 Year

 2023

 2022

 Cash
 Flows from Operating Activities

 Net

 $

 $

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

 Change
 in fair value of derivative liability

 ( 1,059,318
)

 ( 44,315,804
)

 Derivative
 liability loss on issuance

 -

 80,246

 Loss on extinguishment of debt

 126,016

 38,990

 Loss/(gain) on judgments and settlements

 22,000

 ( 171,191
)

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

 -

 Changes
 in operating assets and liabilities:

 receivable

 ( 81,347
)

 ( 214,679
)

 payable

 3,501

 12,170

 Accrued
 liabilities

 510,644

 682,611

 Accrued
 interest and fee conversions (non-cash change)

 22,928

 92,065

 Litigation liabilities

 -

 ( 30,000
)

 party payables

 2,419

 -

 Net
 Cash (Used in) Operating Activities

 ( 52,870
)

 ( 237,945
)

 Cash
 Flows from Investing Activities

 Net
 Cash (Used in) Investing Activities

 -

 -

 Cash
 Flows from Financing Activities

 Proceeds
 from convertible debt

 -

 party advances

 261,265

 Repayment
 of related party advances

 ( 261,265
)

 ( 488,352
)

 Net
 Cash Provided by Financing Activities

 -

 Net
 Change In Cash

 ( 52,870
)

 ( 182,945
)

 Cash
 at Beginning of Period

 71,043

 253,988

 Cash
 at End of Period

 $
 18,173

 $
 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

 $
 167,578

 $

 See
accompanying notes to the consolidated financial statements.

 GEX

 Notes
to the Consolidated Financial Statements

31, 2023

 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.

 There
have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying
notes.

Parties

 Parties
are considered 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. Related party activities and balances are set forth in NOTE 6 to the financial statements.

 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, 2023 and 2022.

Receivable

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, 2023 and 2022 was $ 0
and $ 62,560, respectively. As of December 31, 2023 and 2022, net accounts receivable was $ 480,987 and $ 399,640, 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, 2023 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.

 Earnings
Per Share

 Earnings
per share are calculated in accordance with ASC 260 "Earnings per Share". Basic income (loss) per share is computed by dividing
the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted income
(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 earnings
per share for the years ended December 31, 2023 and 2022 as follows:

OF CALCULATED BASIC AND DILUTED EARNING PER SHARE

 Weighted Average

 Net Income

 Common Shares

 Per Share

 (Numerator)

 (Denominator)

 Year Ended December 31, 2023

 Basic Income Per Share

 Net income available to common stockholders

 $

 713,924,107

 $
 0.00

 Diluted Income Per Share

 Convertible debt - if converted

 -

 1,909,480,068

 Income available to common stockholders (diluted)

 $

 2,623,404,175

 $
 0.00

 Year Ended December 31, 2022

 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

 Income available to common stockholders (diluted)

 $

 1,166,959,052

 $
 0.04

 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, 2023 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 omitted disclosures in the
previously issued financial statements and determined that such matters require restatement as well.

 The
following table reflects the impacts on the Company's balance sheet, statement of operations, and statement of cash flows as of
and for the year ended December 31, 2022.

OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 As of and Year Ended December 31, 2022

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

 As Originally Stated

 Adjustments

 As Restated

 Balance Sheet

 Assets

 Total assets (all current)

 462,814

 7,869

 (1)

 Liabilities

 Accounts payable

 253,286

 ( 206,828
)

 46,458
 (1)

 Related party payables

 660,919

 ( 660,919
)

 -
 (2)

 Accrued liabilities

 233,688

 677,105

 910,793
 (3)

 Convertible notes payable, net

 208,930

 1,817,215

 2,026,145
 (4)

 Derivative liability

 -

 1,226,024

 1,226,024
 (5)

 Litigation liabilities

 -

 534,655

 534,655

 (15)

 Line of credit - related party

 483,677

 -

 483,677

 Total liabilities (all current)

 1,840,499

 3,387,253

 5,227,752

 Stockholders' Deficit

 Series A1 Voting Preferred Stock

 -

 (7)

 Common Stock

 592,916

 ( 587,025
)

 5,891
 (8)

 Additional paid-in capital

 12,169,839

 966,788

 13,136,627
 (9)

 Accumulated deficit

 ( 14,140,439
)

 ( 3,355,713
)

 ( 17,900,387
)(10)

 Total stockholders' deficit

 ( 1,377,685
)

 ( 3,379,384
)

 ( 4,757,069
)

 Total liabilities and stockholders' deficit

 462,814

 7,869

 -

 Statements of Operations

 Staffing and consulting revenues

 2,270,535

 68,444

 2,338,979
 (1)

 Cost of staffing and consulting revenues

 ( 1,132,416
)

 ( 101,827
)

 ( 1,234,243
)(11)

 Gross margin

 1,138,119

 ( 33,383
)

 1,104,736

 Operating expenses

 1,467,457

 ( 396,874
)

 1,070,583
 (1)

 Operating loss

 ( 329,337
)

 363,491

 34,153

 Other income (expense)

 Other income (expense)

 ( 109,477
)

 109,477

 -

 Credit charges and debt adjustments

 ( 671,408
)

 671,408

 -
 (2)

 Interest expense

 ( 15,120
)

 ( 812,288
)

 ( 827,408
)(3)

 Change in fair value of derivative liability

 -

 44,315,804

 44,315,804
 (5)

 Loss on derivative liability at issuance

 -

 ( 80,246
)

 ( 80,246
)(5)

 Gain on settlements

 -

 171,191

 171,191

 (15)

 (Loss) on extinguishment of debt

 -

 ( 38,990
)

 ( 38,990
)(3)

 Net other income/(expense)

 ( 796,005
)

 44,336,356

 43,540,351

 Net income/(loss)

 ( 1,125,342
)

 44,699,846

 (5)

 Basic weighted average common shares outstanding

 592,462,070

 ( 181,666,076
)

 410,795,994
 (13)

 Diluted weighted average common shares outstanding

 592,462,070

 574,496,982

 1,166,959,052
 (13)

 Basic income per share

 $
 0.002

 $
 0.108

 $
 0.11
 (13)

 Diluted income per share

 $
 0.002

 $
 0.038

 $
 0.04
 (13)

 Statements of Cash Flows

 Cash Flows from Operating Activities

 Net Income/(Loss)

 ( 1,125,342
)

 44,699,846

 (5)

 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
)(5)

 Derivative liability loss on issuance

 80,246

 80,246
 (5)

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

 (9)

 Loss/(gain) on extinguishment of debt

 -

 38,990

 38,990
 (5)

 (Gain) on settlements

 ( 171,191

)

 ( 171,191
)

 Change in Assets and Liabilities:

 Accounts receivable

 ( 189,174
)

 ( 25,505

)

 ( 214,679
)(1)

 Other Current Assets

 ( 25,106
)

 25,106

 -
 (1)

 Other Assets

 ( 4,141,587
)

 4,141,587

 -
 (6)

 Related Party Payable

 ( 488,352
)

 -
 (2)

 Accounts payable

 208,999

 ( 196,829
)

 12,170
 (1)

 Accrued liabilities

 ( 1,732,673
)

 2,415,284

 682,611
 (3)

 Litigation liabilities

 -

 ( 30,000
)

 ( 30,000
)

 Accrued interest and fee conversions (non-cash change)

 -

 92,065

 92,065
 (3)

 Accrued Interest Payable

 ( 99,445
)

 99,445

 -
 (3)

 Net Cash (Used in) Operating Activities

 ( 6,615,976
)

 6,378,031

 ( 237,945
)

 Cash Flows from Investing Activities

 Net Cash (Used in) Investing Activities

 -

 -

 -

 Cash Flows from Financing Activities

 Proceeds from convertible debt

 6,348,521

 ( 6,293,521
)

 (12)

 Related party advances

 -

 (2)

 Repayment of related party advances

 -

 ( 488,352
)

 ( 488,352
)(2)

 Net Cash Provided by Financing Activities

 6,348,521

 ( 6,293,521
)

 Net increase in cash and cash equivalents

 Net change in cash

 ( 267,455
)

 84,510

 ( 182,945
)

 Cash at Beginning of Period

 347,838

 ( 93,850
)

 253,988

 Cash at End of Period

 80,383

 ( 9,340
)

 71,043
 (1)

 Supplemental Disclosures

 Cash paid for interest

 $
 -

 $
 52,496

 $
 52,496

 Conversions of debt and related accrued interest and fees

 $
 -

 $

 $
 (14)

 Common Shares Issued for Debt Conversions

 $
 387,799,137

 $
 ( 387,799,137
)

 $
 -
 (14)

 (1)

 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.

 (2)

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

 (3)

 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."

 (4)

 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.

 (5)

 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.

 (6)

 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).

 (7)

 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.

 (8)

 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.

 (9)

 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.

 (10)

 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.

 (11)

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

 (12)

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

 (13)

 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.

 (14)

 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.

 (15)

 During the preparation process for the restatement, the Company identified additional judgments and settlements,
as disclosed in Note 8 to the financial statements.

 NOTE
3. GOING CONCERN

 As
shown in the accompanying financial statements as of December 31, 2023, the Company had $ 18,173 of cash and $ 499,160 of current assets,
as compared to total current liabilities of $ 4,688,364, has incurred substantial recurring operating losses, and had an accumulated deficit
of $ 17,500,100. Furthermore, the Company's revenue and profits have historically been insufficient to generate positiv e
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 31,2023 and 2022, 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 31,2023 and 2022, 2,297,512,885 and 589,068,581 Common shares were issued and outstanding, respectively.

 As
of December 31,2023 and 2022, 15,279,469,715 and 14,370,551,896 Common shares, respectively, were reserved for convertible debtholders.

 Common
Stock Issuances

2022 and 2023, the Company issued shares of its Common Stock, as follows:

OF ISSUED SHARES OF COMMON STOCK

 Debt
 Conversions, Shares

 Debt
 Conversions, Amount

 Warrants
 Exercised, Shares

 Warrants
 Exercised, Amount

 Commitment
 Shares, Shares

 Commitment
 Shares, Amount

 Returned
 to Treasury, Shares

 Returned
 to Treasury, Amount

 Debt
 Conversions

 Warrants
 Exercised

 Commitment

 Returned
 to Treasury

 Month

 Total

 Total

 Total

 Total

 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

 -

 -

 -

 -

 -

 -

 2022

 72,919,883

 216,970

 -

 -

 1,428,571

 -

 -

 2022

 -

 -

 -

 -

 -

 -

 ( 3,000,000
)

 -

 October
 2022

 24,200,000

 84,700

 -

 -

 -

 -

 -

 -

 2022

 50,933,436

 44,478

 -

 -

 -

 -

 -

 -

 2022

 27,479,758

 12,503

 -

 -

 -

 -

 -

 -

 Year
 Ended December 31, 2022

 376,091,753

 $

 34,070,232

 $
 -

 1,428,571

 $

 ( 3,000,000
)

 $
 -

 January
 2023

 29,280,923

 $
 9,516

 -

 $
 -

 -

 $
 -

 -

 $
 -

 February
 2023

 30,576,923

 7,950

 -

 -

 -

 -

 -

 -

 March
 2023

 31,730,769

 8,250

 -

 -

 -

 -

 -

 -

 April
 2023

 33,473,076

 4,352

 -

 -

 -

 -

 -

 -

 May
 2023

 109,471,307

 11,347

 -

 -

 -

 -

 -

 -

 June
 2023

 470,421,691

 58,172

 -

 -

 -

 -

 -

 -

 July
 2023

 191,823,332

 12,147

 -

 -

 -

 -

 -

 -

 2023

 317,275,794

 24,424

 -

 -

 -

 -

 -

 -

 2023

 89,546,307

 5,821

 -

 -

 -

 -

 -

 -

 October
 2023

 94,422,153

 6,137

 -

 -

 -

 -

 -

 -

 2023

 202,034,769

 12,417

 -

 -

 -

 -

 -

 -

 2023

 108,387,230

 7,045

 -

 -

 -

 -

 -

 -

 Year
 Ended December 31, 2023

 1,708,444,274

 $
 167,578

 -

 $
 -

 -

 $
 -

 -

 $
 -

 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.

 A
summary of outstanding warrants and related activities follows:

 SUMMARY
OF OUTSTANDING WARRANTS

 Outstanding, December 31, 2020

 150,302,746

 Issued

 -

 Exercised

 ( 40,331,428
)

 Expired or cancelled

 -

 Outstanding, December 31, 2021

 109,971,318

 Issued

 -

 Exercised

 -

 Expired or cancelled

 -

 Outstanding, December 31, 2022

 109,971,318

 NOTE
5. CONVERTIBLE NOTES PAYABLE, NET

 In
2023 and 2022, the Company entered into securities purchase agreements to issue short-term convertible notes with face values totaling
$ 0 and $ 55,000.

 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 $ 0 and $ 80,246 throughout the years ended December 31, 2023 and 2022, 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 2023 and 2022:

OF INPUTS TO VALUE OF DERIVATIVE LIABILITY

 Year

 2023

 2022

 Risk-free
 interest rate

 4.56 - 5.46 %

 1.63 - 4.76 %

 Time
 to maturity

 Year

 Year

 Annualized
 volatility

 255 - 556 %

 232 - 254 %

 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

 1, 2018

 $
 35,000

 $
 35,000

 %

 %

 4/28/2019

 (1
)

 29, 2018

 $
 112,750

 $
 112,750

 %

 %

 5/29/2019

 (2),
 (7)

 April
 16, 2019

 $
 112,750

 $
 112,750

 %

 %

 4/16/2020

 (3
)

 April

 $
 31,797

 $
 31,797

 %

 %

 4/20/2023

 (5
)

 April

 $
 31,797

 $
 31,797

 %

 %

 4/20/2023

 (5
)

 May
 18, 2021

 $
 88,000

 $
 80,000

 %

 %

 5/18/2022

 (5),
 (7)

 June

 $
 43,750

 $
 43,750

 %

 %

 6/9/2022

 (4
)

 June

 $
 88,000

 $
 80,000

 %

 %

 6/9/2022

 (5),
 (7)

 June
 25, 2021

 $
 110,000

 $

 %

 %

 6/25/2022

 (5),
 (7)

 July
 14, 2021

 $
 43,750

 $
 43,750

 %

 %

 6/9/2022

 (4
)

 July
 28, 2021

 $
 600,000

 $
 500,000

 No
 Stated Rate

 No
 Stated Rate

 7/6/2022

 (5),
 (7)

 6, 2021

 $
 110,000

 $
 110,000

 %

 %

 8/6/2022

 (5
)

 $
 333,333

 $
 300,000

 %

 %

 8/9/2022

 (5),
 (7)

 $
 137,500

 $
 125,000

 %

 %

 8/9/2022

 (5),
 (7)

 10, 2021

 $
 200,000

 $
 180,000

 %

 %

 8/10/2022

 (5),
 (7)

 10, 2021

 $
 110,000

 $

 %

 %

 8/6/2022

 (5),
 (7)

 $

 $

 %

 %

 8/20/2022

 (5
)

 $

 $

 %

 %

 8/20/2022

 (5
)

 $

 $

 %

 %

 8/20/2022

 (5),
 (7)

 1, 2021

 $

 $
 50,000

 %

 %

 9/1/2022

 (5),
 (7)

 1, 2021

 $
 27,500

 $
 25,000

 %

 %

 9/1/2022

 (5),
 (7)

 1, 2021

 $
 27,500

 $
 25,000

 %

 %

 9/1/2022

 (5
)

 1, 2021

 $
 27,500

 $
 25,000

 %

 %

 9/1/2022

 (5),
 (7)

 2, 2021

 $
 155,000

 $
 140,000

 %

 %

 9/2/2022

 (5),
 (7)

 7, 2021

 $
 34,500

 $
 34,500

 %

 %

 9/7/2022

 (5
)

 $
 11,000

 $
 10,000

 %

 %

 9/9/2022

 (5),
 (7)

 10, 2021

 $
 137,500

 $
 125,000

 %

 %

 11/10/2022

 (6),
 (7)

 19, 2021

 $
 136,000

 $
 124,000

 %

 %

 11/19/2022

 (5
)

 23, 2021

 $
 130,000

 $
 130,000

 %

 %

 12/23/2022

 (5
)

 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.

 Interest
expense for the years ended December 31, 2023 and 2022 totaled $ 430,247 and $ 827,408, respectively.

 As
discussed in Note 4, a total of 1,708,444,274 and 376,091,753 common shares were issued for conversions of $ 167,578 and $ 1,082,830 convertible
debt and accrued interest and fees during 2023 and 2022, respectively.

 As
of December 31,2023 and 2022, outstanding balances on these notes totaled $ 1,881,495 and $ 2,026,145, respectively. Accrued interest on
these notes included in accrued liabilities as of December 31,2023 and 2022 was $ 1,291,796 and $ 885,793, 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, 2022 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, 2023 and 2022.

 SCHEDULE OF RELATED PARTY ACTIVITIES

 Payments
 from GEX

 Payments
 to GEX

 Nature of

 Year

 Year

 Name

 Relationship

 Activity

 2023

 2022

 2023

 2022

 Srikumar
 Vanamali

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

 Compensation

 $
 247,580

 $
 312,656

 $
 -

 $
 -

 Advances
 to company

 (1)

 -

 -

 261,265

 Repayment of advances

 (1)

 261,265

 -

 -

 FCP
 Holdings

 Entity
 affiliated with Shaheed Bailey, Director

 Indirect
 compensation

 -

 10,000

 -

 -

 Joseph
 Frontiere

 Director,
 Former CEO

 (2)

 -

 110,493
 (3)

 -

 -

 Health, LLC

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

 (2)

 -

 49,500
 (3)

 -

 -

 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)

 8,000

 13,000

 171,000

 437,500

 Totals

 $
 516,845

 $
 984,001

 $
 432,265

 $
 925,852

 (1)

 As of December 31, 2023
 and 2022, the Company was indebted to Mr. Vanamali for $ 0 and $ 0 for related party advances and $ 2,419 and $ 0 of accrued and unpaid
 compensation, all 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)

 $ 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, 2023
 and 2022, outstanding accounts receivable due the Company from Quad M Solutions, Inc. were $ 152,500 and $ 83,500, respectively. Revenues
 recognized for 2023 and 2022 totaled $ 232,000 and $ 472,500, 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

 Year

 Name

 Relationship

 Stated
 Nature of Activity

 2023

 2022

 2023

 2022

 Advisory
 Consulting Corp

 - General/Undefined

 (3)

 $
 -

 $
 25,000

 $
 -

 $
 -

 Denise
 Kamish

 - General/Undefined

 (3)

 -

 4,000

 -

 -

 Iris
 Desimone

 - General/Undefined

 (3)

 -

 4,000

 -

 -

 Jaclyn
 Castro

 - Accounting/Bookkeeping

 (3)

 -

 9,000

 -

 -

 Lori
 Castro

 - Accounting/Bookkeeping

 (3)

 -

 4,000

 -

 -

 Totals

 $
 -

 $
 46,000

 $
 -

 $
 -

 (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)

 These
 payments were made on balances accrued as of December 31, 2021. As of December 31, 2023 and 2022, there were no balances due these parties.

 NOTE
7. INCOME TAXES

 The
Company recorded no deferred income tax provision or benefit for the years ended December 31, 2022 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:

Tax Valuation Allowance

 SCHEDULE OF PROVISION FOR
INCOME TAX

 2023

 2022

 As
 of December 31,

 2023

 2022

 Net
 loss before income taxes

 $

 $

 Adjustments
 to net loss

 Permanent
 book-tax differences

 ( 911,302
)

 ( 44,367,759
)

 Temporary
 book-tax differences

 -

 -

 Net
 taxable (loss)

 ( 511,015
)

 ( 793,255
)

 tax rate

 %

 %

 tax recovery

 $
 ( 107,313
)

 $
 ( 166,584
)

 Valuation
 allowance change

 $
 107,313

 $
 166,584

 Provision
 for income taxes

 $
 -

 $
 -

 Components
of Deferred Income Tax Assets

 SCHEDULE OF DEFERRED INCOME TAX ASSETS

 2023

 2022

 As
 of December 31,

 2023

 2022

 Net
 operating loss carryforward

 $
 2,349,670

 $
 2,242,357

 Valuation
 allowance

 ( 2,349,670
)

 ( 2,242,357
)

 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 31,2023 and 2022:

 Customer
 A (related party):

 11 %
 and 21 % of revenues in 2023 and 2022, respectively

 32 %
 and 21 % of accounts receivable as of December 31, 2023 and 2022, respectively

 Customer
 B:

 13 %
 of revenues in 2022

 10 %
 of accounts receivable as of December 31, 2022

 Customer
 C: 13 % and 14 % of accounts receivable as of December 31, 2023 and 2022, respectively

 Litigation

 From
time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and
associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties,
or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable
outcome in any specific period could have a material adverse effect on the Company's results of operations for that period or future
periods.

 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 31,2023 and 2022, 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, 2023 and 2022, 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 each December 31, 2023 and 2022, the Company owed $ 0 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 each December 31, 2022 and 2021, the Company owed $ 0 on this
matter.

 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). As of December 31, 2023, $ 22,000 was outstanding on this judgment.

 As
of December 31, 2023 and 2022, the Company had $ 556,655 and $ 534,655, 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
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.

 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, 2022 and 2021 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, 2022 and 2021 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, 2023 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,
2023, 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, 2023 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, 2023.

 Name

 Age

 Position

 Held
 Since

 Sri
 Vanamali

 President,
 CEO & CFO;

 October
 2022

 3662
 W. Camp Wisdom Road

 Chairman
 of the Board

 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 Nominatin g 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, 2023 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, 2023. 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,

 2023

 $
 250,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 President, CEO

 2022

 $
 250,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 62,656

 Joseph Frontiere,

 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -
 (1)

 Former CEO

 (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 during the year ended December 31, 2022. Furthermore, payments totaling $46,000 were paid to consultants
 appearing to have affiliations with Mr. Frontiere during 2022. 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 in 2022.

 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 2023 and 2022, Mr. Vanamali received compensation
of $250,000 and $312,656, made advances to and paid for expenses on behalf of the Company totaling $261,265 and $488,352, and received
reimbursements of $261,265 and $488,352, all respectively.

 The
Company also made direct and indirect payments to Mr. Joseph Frontiere, the Company's former CEO and current Director, and 27 Health,
LLC, an entity he controls, totaling $159,993 during the year ended December 31, 2022. Furthermore, payments totaling $46,000 were paid
to consultants appearing to have affiliations with Mr. Frontiere during 2022. 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.

 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 audits of our annual financial statements and
interim reviews of the financial statements included in our Forms 10-K and 10-Q or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements during the years ended December 31, 2023 and 2022
totaled $103,531.

 The aggregate fees incurred for
professional services rendered by our current auditors, BF Borgers CPA PC, for the audits of our annual financial statements and
interim reviews of the financial statements included in our Forms 10-K and 10-Q or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements commenced during the year ended December 31, 2023
totaled $15,000.

 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