United States securities and exchange commission logo
August 2, 2021
Srikumar Vanamali
Chief Executive Officer
GEX Management, Inc.
662 W. Camp Wisdom Road
Dallas, Texas 75237
Re: GEX Management,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed April 15,
2021
Amendment No. 1 to
Form 10-Q for the Period Ended March 31, 202
Filed June 2, 2021
File No. 001-38288
Dear Mr. Vanamali:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Form 10-Q for the Period Ended March 31, 2021
Financial Statements, page 3
1. Please revise to
provide an analysis of changes in shareholders' equity in the appropriate
form pursuant to Rule
3-04 of Regulation S-X. Refer to Rule 8-03(a)(5) of Regulation S-
X for guidance.
Defaults Upon Senior Securities, page 18
2. Please revise to
disclose what "Merchant Cash Advances" represent and where they are
reported in the
financial statements. Discuss the status of the indicated settlement
negotiations and your
accounting for any resolutions.
Srikumar Vanamali
FirstName LastNameSrikumar Vanamali
GEX Management, Inc.
Comapany
August NameGEX Management, Inc.
2, 2021
August
Page 2 2, 2021 Page 2
FirstName LastName
Form 10-K for the Fiscal Year Ended December 31, 2020
Exhibit 31.1 and 32.1, page 1
3. Please revise the certifications to have Srikumar Vanamali sign in
both his capacity
as principal executive officer and principal financial officer.
Item 9A. Controls and Procedures, page 12
4. Please revise to state your conclusion in regard to the effectiveness
of your internal
controls over financial reporting. Refer to Item 308(a)(3) of
Regulation S-K for guidance.
It appears from your current disclosure you have identified material
weaknesses in your
internal controls over financial reporting. In view of this, please
explain to us how you
arrived at your conclusion that your disclosure controls and
procedures were effective.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page 21
5. Please revise to indicate the city and state where the report was
issued pursuant to Rule 2-
02(a)(3) of Regulation S-X.
6. We note from your Form 10-K for the fiscal year ended December 31,
2019 Slack and
Company, LLC audited the balance sheet as of December 31, 2019,
however, the first
sentence in their report in this filing does not state this. Also, the
first sentence states the
firm audited the financial statements for "the two year period" ended
December 31, 2020,
which infers the audit was conducted for a two year period instead of
for each of the years
within the two year period thus ended. Additionally, the opinion
sentence does not refer
to the financial position as of December 31, 2019 and again refers to
the two year period
ended December 31, 2020. Please clarify for us what periods the audit
report is intended
to be applicable to and revise the report as appropriate. If the
report included in the filing
is not applicable to the financial statements as of and for the period
ended December 31,
2019 in the filing, please explain to us why.
7. On page 29 in note 1 of the notes to the consolidated financial
statements has a lengthy
going concern disclosure. However, the audit report does not contain a
going concern
paragraph. Please have your auditors explain to us their consideration
of AS 2415 in
concluding on the company's ability to continue as a going concern or
have them revise
their report as appropriate.
Srikumar Vanamali
FirstName LastNameSrikumar Vanamali
GEX Management, Inc.
Comapany
August NameGEX Management, Inc.
2, 2021
August
Page 3 2, 2021 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-
3309 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services