Form 8-K - Current report
19 September 2024 - 3:55AM
Edgar (US Regulatory)
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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: (877)
210-4396
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
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
|
|
mail@fruci.com |
|
www.fruci.com |
|
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