Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 6, 2024

 

GEX MANAGEMENT INC.

(Exact name of registrant as specified in its charter)

 

Texas		56-2428818
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

3662 W Camp Wisdom Rd, Dallas, Texas		75237
(Address of principal executive offices)		(Zip Code)

 

Registrant’s Telephone Number, including area code: [phone]

 

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

 

Emerging growth company: ☒

 

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

 

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GXXM		OTC Pink

 

 

 

 

 

Item 4.01. Change in Registrant’s Certifying Accountant.

 

(a)	Resignation of Previous Independent Registered Public Accounting Firm

 

On September 6, 2024, Fruci & Associates II PLLC (“Fruci,” “Former Auditor”) resigned as GEX Management, Inc.’s (the “Company”) auditor of record.

 

Fruci did not complete any audits for the company and accordingly issued no opinion over the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022.

 

With the exception of the appointment of the Company’s new independent registered public accounting firm discussed below, the decision to change auditors was neither recommended nor approved by the Company’s Board of Directors.

 

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through September 6, 2024, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor 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 the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

 

The Company provided the Former Auditor with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of the letter provided by the Former Auditor, dated September 16, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b)	Appointment of New Independent Registered Public Accounting Firm

 

On September 12, 2024, the Company’s Board of Directors engaged Astra Audit & Advisory LLC (“Astra”) as the Company’s new independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2023 and 2022 and through the date of this report, neither the Company, nor anyone on its behalf, consulted Astra regarding 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 with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Astra that 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 the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit number		Description
16.1		Letter from Fruci & Associates II, PLLC, dated September 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: September 18, 2024	GEX Management, Inc
	By:	/s/ Sri Vanamali
		Sri Vanamali
		Chief Executive Officer

 

 

 

 

Exhibit 16.1

 

	September 16, 2024
	Securities and Exchange Commission
	100 F Street N.E.
	Washington, D.C. 20549
	Dear Sirs/Madams:
	RE: Gex Management Inc.
	We have read Item 4.01 of Gex Management INC’s Form 8-K dated September 6, 2024, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein.
	Yours truly,
Members of:
WSCPA	Fruci & Associates II, PLLC
AICPA
802 N Washington
PO Box 2163
Spokane, Washington
99210-2163
P 509-624-9223
[e-mail]
www.fruci.com

 

 

Cover	Sep. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2024
Entity Registrant Name	GEX MANAGEMENT INC.
Entity Central Index Key	0001681556
Entity Tax Identification Number	56-2428818
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	3662 W Camp Wisdom Rd
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75237
City Area Code	(877)
Local Phone Number	210-4396
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GXXM
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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