SecProbe.io

CORRESP
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filename1.htm

November
29, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade and Services

100
F Street N.E.

Washington,
D.C. 20549

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-K for the Fiscal Year Ended December 31, 2021

Filed
August 1, 2022

File
No. 001-38288

Dear
Division of Corporate Finance:

We
are submitting this letter on behalf of GEX Management, Inc. (the “Company” or “GEX”) in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic
mail and dated October 18, 2022, in which you requested certain additional information regarding our Form 10-K for the Fiscal
Year Ended December 31, 2020, filed April 15, 2021 and Amendment No. 1 to the Form 10-K for the Fiscal Year Ended December 31, 2021,
filed August 1, 2022. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s
comments are presented in bold italics.

Amendment
No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2021

Management’s
Annual Report on Internal Control over Financial Reporting, page 12

    1.
    Please
    amend your filing to provide your conclusion on the effectiveness of your internal controls over financial reporting (“ICFR”)
    pursuant to Item 308(a)(3) of Regulation S-K. Note this is in addition to the requirement to provide a conclusion regarding disclosure
    controls and procedures required by Item 307 of Regulation S-K. In disclosing your conclusion about ICFR, please explain to us how
    the deficiencies noted in management’s annual report on internal control over financial reporting impacted your assessment
    of and conclusion on your disclosure controls and procedures

The
following modifications have been included in Item 9A of December 31, 2021 Form 10-K/A and the amended filing has been
submitted on November 29, 2022:

Management’s
Annual Report on Internal Control over Financial Reporting

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, 2021 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,
2021, 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 Financial Officer in connection with the preparation of our financial statements as of December 31, 2021 and communicated the matters to our management and board of directors.

Management
is currently evaluating remediation plans for the above control deficiency.

Accordingly,
the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or
interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control
over financial reporting as of December 31, 2021 based on criteria established in Internal Control—Integrated Framework
issued by COSO.

Report
of Independent Registered Public Accounting Firm, page 21

2. The
                                            opinion paragraph refers to the two year period for the statement of operations, shareholders’
                                            deficit and cash flows. Please clarify for us if the audit and opinion for these statements
                                            is for a two year period or for each year in the two year period. If the latter, revise the
                                            report accordingly. Refer to AS 3101.08.c. If for a two year period, please explain the basis
                                            for this period.

The
filing has been amended to update the report that the audit and opinion is for each year in the two-year period.

Should
you have any further questions, please do not hesitate to contact the undersigned at (678) 327-7396.

    Sincerely,

    /s/
    Sri Vanamali

    Sri Vanamali

    Chief Executive and Chief Financial Officer