** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

** **

----

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

| (Mark  One)                                      |       |                                                                                          |
|--------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|
|                                             |       |                                                                                          |
| **ý**                                       |       | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|                                             |       |                                                                                          |
| **For the fiscal year ended: December 31, 2004** |
| **or**                                           |
|                                             |       |                                                                                          |
| **o**                                            | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from                 to                **

** **

**Commission file number: 0-16179**

 

**GexaCorp.**

(Exactname of registrant as specified in its charter)

 

| **Texas**                                                       | **76-0670175**                     |
|-----------------------------------------------------------------|------------------------------------|
| (State  or other jurisdiction of incorporation or organization) | (IRS Employer  Identification No.) |

 

| **20 Greenway Plaza, Suite 600, Houston, TX** | **77046**   |
|-----------------------------------------------|-------------|
| (Address  of principal executive offices)     | (Zip  Code) |

 

**(713) - 470 - 0400**

(Registrant’s telephone number, including area code) 

** **

----

 

Securities registered pursuant to Section 12(b) of theAct: ** None**

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

**Common Stock, par value $0.01**(Title of class)

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.                Yes ý     Noo

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of thischapter) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K.  ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).                Yeso     No ý

 

Aggregate market valueof the voting stock of Gexa Corp. held by non-affiliates as of June 30,2004  (based on the closing market priceon June 30, 2004) was $9,688,122.

 

The number of shares outstandingof Gexa Corp. common stock, $0.01 par value, at April 26, 2005 was 10,070,819.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

----

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the AnnualReport on Form 10-K of Gexa Corp. for the year ended December 31, 2004, is totimely file required Part III information. We originally expected to incorporate this Part III information from ourdefinitive proxy statement; however, due to the pending merger transaction withFPL Group, Inc. and its subsidiaries, we have postponed our annual meetingindefinitely.  Accordingly, the Part IIIinformation included herein is filed to amend and replace the originally filedPart III information in our Form 10-K for the year ended December 31, 2004, asoriginally filed on March 31, 2005.

 

As required by Rule 12b-15 under the SecuritiesExchange Act of 1943, as amended (the “Exchange Act”), new certifications ofour principal executive officer and principal financial officer are being filedas exhibits to this Form 10-K/A.

 

For purposes of this Amendment No. 1 to Form 10-K/A,and in accordance with Rule 12b-15 under the Exchange Act, each item of ourAnnual Report on Form 10-K for the year ended December 31, 2004, as originallyfiled on March 31, 2005, that was affected by this amendment, has been amendedand restated in its entirety.  No attempthas been made in this Amendment No. 1 to Form 10-K/A to modify or update otherdisclosures as presented in our original Form 10-K, except as may be requiredto reflect such amendments.

 

 

----

 

**TABLE OF CONTENTS**

 
|     | **Part  III**                                                                    |   |
|----------|----------------------------------------------------------------------------------|--------|
| Item 10. | Directors  and Executive Officers of the Registrant                              |   |
| Item 11. | Executive  Compensation                                                          |   |
| Item 12. | Security  Ownership of Certain Beneficial Owners and Related Stockholder Matters |   |
| Item 13. | Certain  Relationships and Related Transactions                                  |   |
| Item 14. | Principal  Accounting Fees and Services                                          |   |
|     |                                                                             |   |
|     | **Part  IV**                                                                     |   |
| Item 15. | Exhibits,  Financial Statement Schedules.                                        |   |

 

i

----

 

**PART III**

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT

 

**Directors and Executive Officers**

 

Set forth below is information regarding (i) ourcurrent directors, who will serve until the next annual meeting of shareholderor until their successors are elected or appointed and qualified, and who mayor may not be nominated for election to our board of directors at such nextannual meeting of shareholders, and (ii) our current executive officers.  The board of directors has determined thatthe following members of the board are independent within the meaning of Rule4200 of the NASD: Don S. Aron, Stuart C. Gaylor, Dan C. Fogarty, Robert C. Orr,Jr. and Tom D. O’Leary.

 
| **Name**            | ** ** | **Age** | ** ** | **Positions**                                | ** ** | **Director Since** |
|---------------------|------------|---------|------------|----------------------------------------------|------------|--------------------|
| Neil M. Leibman     |       | 45      |       | Chairman and CEO                             |       | March 2001         |
| David K. Holeman    |       | 41      |       | Vice President, CFO and Secretary            |       | —             |
| Rod L. Danielson    |       | 47      |       | Vice President – Supply and Forecasting |       | —             |
| David Atiqi         |       | 35      |       | Vice President - Sales                       |       | —             |
| Don S. Aron         |       | 59      |       | Director                                     |       | March 2001         |
| Stuart C. Gaylor    |       | 44      |       | Director                                     |       | March 2001         |
| Dan C. Fogarty      |       | 40      |       | Director                                     |       | March 2001         |
| Robert C. Orr, Jr.  |       | 44      |       | Director                                     |       | March 2001         |
| Tom D. O’Leary |       | 48      |       | Director                                     |       | March 2001         |

 

Neil M. Leibman, Chairman, CEO and President:Mr. Leibman has served as our Chief Executive Officer and Chairman since March 2001.  Prior to March 2001, for seventeenyears, Mr. Leibman was a practicing attorney in the State of Texas and hadhis own law firm specializing in corporate law and business litigation.  Mr. Leibman currently serves as ViceChairman of the Board of Trustees of the Fay School and on the DevelopmentCouncil of Texas Children’s Hospital. Mr. Leibman received a BA from Emory University and a JD/MBA fromThe State University of New York at Buffalo.

 

David K. Holeman, Vice President, CFO and Secretary: Mr. Holemanhas served as our Vice President, CFO and Secretary since June 2004.  Prior to joining us, Mr. Holeman wasemployed by Houston Cellular Telephone Company for 7 years, where heserved as Director of Finance and Controller for the first 4 years and asCFO for the remaining 3 years. Prior to his employment with Houston Cellular, from August 1988 toSeptember 1995, Mr. Holeman was employed by H.M.S.S., a company providingalternative-site health care services, in various capacities, including Controllerand Assistant Controller.  Prior to hisemployment with H.M.S.S., Mr. Holeman was employed as a Senior Auditorwith Deloitte and Touche from June 1985 to August 1988.  Mr. Holeman is a Certified PublicAccountant and has a BBA degree in accounting from Abilene ChristianUniversity.

 

Rod L. Danielson, Vice President – Supply andForecasting:  Mr. Danielson has served asour Vice President – Supply and Forecasting since January, 2002.  Prior to joining us, Mr. Danielson wasemployed by Enron Energy Services as a Manager. Mr. Danielson received a BS in Petroleum Engineering from the Universityof Texas in Austin and an MBA from the University of Houston.

 

David Atiqi, Vice President – Sales:  Mr. Atiqi has served as our Vice President –Sales since January, 2002  Prior tojoining us, Mr. Atiqi was the President of Page Site Communications, a privatetelecommunications company.  Mr. Atiqihas a degree in Finance from the University of Houston.

 

1

----

 

Don Aron, Director: Although Mr. Aron’s business career has primarily evolved within thereal estate industry, his emphasis in recent years has been on investmentsincluding mezzanine capital, bridge capital and venture financing.  Mr. Aron has been associated withnumerous private and public companies, and currently serves on severalcorporate boards.  Mr. Aron is alsoa very active philanthropist, particularly with Juvenile Diabetes ResearchFoundation where he holds the first Chairman’s role for JDF Friends.  Mr Aron received his Bachelor’s Degree inBusiness in 1968 from The University of Houston and afterward served six yearsin the United States Air Force Reserves.

 

Stuart C. Gaylor, Director:  Mr. Gaylor is currently the Presidentand Chief Financial Officer of Al’s Formal Wear of Houston, Ltd., one ofthe country’s largest formal wear retail and rental chains.  Al’s Formal Wear is the parent company ofBridesmart, Ascot Tuxedos, Louise Blum, and Ascot Formal Wear.  Mr. Gaylor holds a CPA designation andis our audit committee financial expert. Mr. Gaylor received his BBA in Accounting from the University of Texasat Austin.

 

Dan C. Fogarty, Director:  Mr. Fogarty is a principal of FogartyKlein Monroe, a full service marketing and advertising agency with annualbillings of over $250 million, founded in 1993.  Prior to such time, Mr. Fogarty servedas an account supervisor for Banner Radio in Houston.  In 1999, he co-founded Worldtalk, L.L.C., acompany that provides long distance service to Central America and the Spanishspeaking Caribbean.  Mr. Fogarty isalso a director of Worldtalk.  Mr.Forgarty received his BA from the University of Texas at Austin, and

 

Robert C. Orr, Jr., Director:  For the last five years, Mr. Orr has beeninvolved in every aspect of the real estate business as sole proprietor of areal estate investment firm.  Currently,Mr. Orr is focused on developing commercial projects, which he eithersells and manages or maintains for his own portfolio of projects.  Mr. Orr graduated from the University ofTexas at Austin.

 

Tom D. O’Leary, Director:  Mr. O’Leary has been president of PDS Groupand PDS Management Group, LLC, a real estate project management company focusedon independent oversight for construction and development projects throughoutthe Southwest, since 1991. Mr. O’Leary also currently sits on the Board of The Fay School andMUD 89 located in Montgomery County. Mr. O’Leary received a degree in Architecture in 1981 and a Masterof Business Administration degree in 1984, both from the University of Houston.

 

All of our directors and executive officers are UnitedStates citizens.

 

**Audit Committee**

 

The Audit Committee is currently composed of Mr.Gaylor, who is Chairman, Mr. Aron and Mr. Orr. The board of directors has determined that Mr. Gaylor is an auditcommittee financial expert under the SEC rules, and independent, as that termis used in Item 7(d)(3)(iv) of Schedule 14A.

 

**Code of Ethics**

 

We have adopted a Code of Business Conduct thatapplies to all of our employees, as well as each member of the board ofdirectors.  The Code of Business Conductwas filed as Exhibit 14.1 to our Form 10-KSB for the fiscal year ended December31, 2003 as filed with the SEC on May 18, 2004. We intend to post any amendments to or waivers from the Code of BusinessConduct (to the extent applicable to our chief executive officer or principalfinancial officer) in the “Investor Relations” section of our website atwww.gexaenergy.com.

 

2

----

 

**Section 16(a) Beneficial OwnershipReporting Compliance**

 

Section 16(a) of the Exchange Act requires ourdirectors and executive officers, and persons who own more than ten percent ofa registered class of our equity securities, to file with the SEC and anyexchange or other system on which such securities are traded or quoted, initialreports of ownership and reports of changes in ownership of our common stockand other of our equity securities. Executive officers, directors and greater than ten percent shareholdersare required by the SEC’s regulations to furnish us and any exchange or othersystem on which such securities are traded or quoted with copies of all Section16(a) forms they filed with the SEC.

 

To our knowledge, based solely on a review of thecopies of such reports furnished to us and written representations that noother reports were required, we believe that all reporting obligations of ourexecutive officers, directors and greater than ten percent shareholders underSection 16(a) were satisfied during the year ended December 31, 2004.

 

ITEM 11.  EXECUTIVE COMPENSATION

 

**Summary Compensation Table**

 

The following Summary Compensation Table detailsannual and long-term compensation paid during the periods indicated to thepersons described below:

 
| ** **                      | ** ** | **Annual  Compensation** | ** ** | **Long-Term  Compensation** | ** ** | ** **     | ** ** |
|---------------------------------|------------|--------------------------|------------|-----------------------------|------------|----------------|------------|
| ** **                      | ** ** | ** **               | ** ** | ** **                  | ** ** | ** **     | ** ** | ** ** | ** ** | **Awards** | ** ** | **Payouts** | ** ** | ** ** | ** ** |
| **Name and Principal Position** | ** ** | **Year**                 | ** ** | **Salary  ($)**             | ** ** | **Bonus  ($)** | ** ** | **Other  Annual  Compensation   ($)** | ** ** | **Restricted  Stock  Award(s) ($) (1)** | ** ** | **Options  (#)** | ** ** | **LTIP  Payouts ($)** | ** ** | **All  Other  Compensation ($)** | ** ** |
| ** **                      | ** ** | ** **               | ** ** | ** **                  | ** ** | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Neil M. Leibman                 |       | 2004                     |       | 222,233                     |       | —         |       | — |   | — |   | — |   | — |   | — |   |
| Chairman and CEO                |       | 2003                     |       | 192,700                     |       | —         |       | — |   | — |   | 150,000 |   | — |   | — |   |
|                            |       | 2002                     |       | 117,000                     |       | 8,000          |       | — |   | — |   | 300,000 |   | — |   | — |   |
|                            |       |                     |       |                        |       |           |       |   |   |   |   |   |   |   |   |   |   |
| James Burke                     |       | 2004                     |       | 181,647                     |       | —         |       | — |   | — |   | — |   | — |   | — |   |
| Former President(4)             |       | 2003                     |       | 37,500                      |       | —         |       | — |   | 50,000 |   | 350,000 |   | — |   | — |   |
|                            |       | 2002                     |       | —                      |       | —         |       | — |   | — |   | — |   | — |   | — |   |
|                            |       |                     |       |                        |       |           |       |   |   |   |   |   |   |   |   |   |   |
| David K. Holeman                |       | 2004                     |       | 85,642                      |       | —         |       | — |   | 127,500 | (3) | 200,000 |   | — |   | — |   |
| Vice President,  CFO and        |       | 2003                     |       | —                      |       | —         |       | — |   | — |   | — |   | — |   |   |   |
| Secretary                       |       | 2002                     |       | —                      |       | —         |       | — |   | — |   | — |   | — |   | — |   |
|                            |       |                     |       |                        |       |           |       |   |   |   |   |   |   |   |   |   |   |
| David Atiqi                     |       | 2004                     |       | 205,451                     |       | —         |       | — |   | 92,000 | (2) | 240,000 |   | — |   | — |   |
| Vice President of  Sales        |       | 2003                     |       | 185,542                     |       | —         |       | — |   | — |   | — |   | — |   | — |   |
|                            |       | 2002                     |       | 57,584                      |       | —         |       | — |   | — |   | — |   | — |   | — |   |
|                            |       |                     |       |                        |       |           |       |   |   |   |   |   |   |   |   |   |   |
| Rod Danielson                   |       | 2004                     |       | 127,486                     |       | —         |       | — |   | 106,700 | (2) | 125,000 |   | — |   | — |   |
| Vice President of  Supply       |       | 2003                     |       | 81,250                      |       | —         |       | — |   | — |   | — |   | — |   | — |   |
| and Forecasting                 |       | 2002                     |       | 57,382                      |       | —         |       | — |   | — |   | — |   | — |   | — |   |

 

----

*(1)The following are the aggregate restricted awards to the executive officers andtheir value as of 12/31/04:*

 
| **Name**            | ** ** | **Shares of Restricted Stock** | ** ** | **Value** | ** ** |
|---------------------|------------|--------------------------------|------------|-----------|------------|
| *James  Burke*      | * *   | *25,000*                       | * *   | *$*       | *121,750*  | * * |
| *David  K. Holeman* | * *   | *25,000*                       | * *   | *$*       | *121,750*  | * * |
| *David  Atiqi*      | * *   | *20,000*                       | * *   | *$*       | *97,400*   | * * |
| *Rod  Danielson*    | * *   | *22,000*                       | * *   | *$*       | *107,140*  | * * |

 

*(2)These awards are subject to vesting and 100% of the restricted stock award willvest on 10/28/05*

*(3) This award is subject ot vestingand 100% of the restricted stock award will vest on 5/26/05*

*(4) Mr. Burke resigned as ourPresident and Chief Operations Officer effective as of October 19, 2004.*

 

3

----

 

**Option Grants in Last Fiscal Year**

 

The following table sets forth certain informationconcerning grants of options to purchase our common stock made during the lastyear to the persons named in the Summary Compensation Table:

 
| ** **       | ** ** | ** **                      | ** ** | **% of  Total Options**   | ** ** | ** **          | ** ** | ** **     | ** ** | **Potential  Realizable Value at Assumed  Annual Rates  of Stock Price Appreciation for Option** | ** ** |
|------------------|------------|---------------------------------|------------|---------------------------|------------|---------------------|------------|----------------|------------|--------------------------------------------------------------------------------------------------|------------|
| ** **       | ** ** | **Number  of Secrurities**      | ** ** | **Granted  to Employees** | ** ** | **Per  Share**      | ** ** | **Expiration** | ** ** | **Term**                                                                                         | ** ** |
| ** **       | ** ** | **Underlying  Options Granted** | ** ** | **during  Year(1)**       | ** ** | **Exercise  Price** | ** ** | **Date**       | ** ** | **5%**                                                                                           | ** ** | **10%** | ** ** |
| ** **       | ** ** | **(#)**                         | ** ** | ** **                | ** ** | ** **          | ** ** | ** **     | ** ** | **($)**                                                                                          | ** ** | **($)** | ** ** |
|             |       |                            |       |                      |       |                |       |           |       |                                                                                             |       |   |   |
| David K. Holeman |       | 50,000                          |       | 5                         | %          | $                   | 4.73       |           | 8/26/2014  |                                                                                             | $          | 144,500 |   | $ | 366,500 |   |
|             |       | 150,000                         |       | 16                        | %          | $                   | 4.56       |           | 10/23/2014 |                                                                                             | $          | 433,500 |   | $ | 1,099,500 |   |
|             |       |                            |       |                      |       |                |       |           |       |                                                                                             |       |   |   |
| David Atiqi      |       | 120,000                         |       | 13                        | %          | $                   | 4.56       |           | 10/22/2014 |                                                                                             | $          | 301,200 |   | $ | 742,800 |   |
|             |       |     120,000(2)   |       | 13                        | %          | $                   | 5.51       |           | 12/18/2014 |                                                                                             | $          | 337,200 |   | $ | 831,600 |   |
|             |       |                            |       |                      |       |                |       |           |       |                                                                                             |       |   |   |
| Rod Danielson    |       | 125,000                         |       | 13                        | %          | $                   | 4.56       |           | 10/22/2014 |                                                                                             | $          | 358,750 |   | $ | 908,750 |   |
|                  |            |                                 |            |                           |            |                     |            |                |            |                                                                                                  |            |  |  |  |  |  |  |

 

----

*(1) Vesting of these options is described in Item 11.  Executive Compensation — EmploymentAgreements.*

*(2) Sales performance based options granted above market price.  Stock price on date of issue was $5.10*

 

**Aggregated Option Exercises In LastFiscal Year and Year-End Option Values**

 

The following table provides information concerningthe exercise during the last fiscal year of options to purchase our commonstock by the executive officers named in the Summary Compensation Table and thenumber and value of unexercised options to purchase our common stock held bysuch individuals at December 31, 2004. Also reported are the values for “in-the-money” options which representthe positive spread between the exercise price of any such existing stockoptions and the December 31, 2004 closing price of our common stock, $4.87 pershare, as reported by the Nasdaq SmallCap Market.  The actual amount, if any, realized uponexercise of stock options will depend upon the market price of our common stockrelative to the exercise price per share of our common stock at the time thestock option is exercised.  We cannotassure you that the value of unercised, “in-the-money” stock options reflectedin this table, if any, will be realized.

 
| ** **       | ** ** | ** **          | ** ** | ** **   | ** ** | **Number of Unexercised** | ** ** | ** **        | ** ** | **Value of Unexercised In-the -Money** | ** ** |
|------------------|------------|---------------------|------------|--------------|------------|---------------------------|------------|-------------------|------------|----------------------------------------|------------|
| ** **       | ** ** | **Shares Acquired** | ** ** | **Value**    | ** ** | **Options at FY-End**     | ** ** | ** **        | ** ** | **Options at FY-End**                  | ** ** |
| ** **       | ** ** | **on Exercise**     | ** ** | **Realized** | ** ** | **Exercisable**           | ** ** | **Unexercisable** | ** ** | **Exercisable**                        | ** ** | **Unexercisable** | ** ** |
|             |       |                |       |         |       |                      |       |              |       |                                   |       |   |   |
| Neil M. Leibman  |       | —              |       | —       |       | 400,000                   |       | 50,000            |       | 1,348,000                              |       | 168,500 |   |
|             |       |                |       |         |       |                      |       |              |       |                                   |       |   |   |
| James Burke(1)   |       | —              |       | —       |       | 233,333                   |       | 116,667           |       | 611,333                                |       | 305,668 |   |
|             |       |                |       |         |       |                      |       |              |       |                                   |       |   |   |
| David K. Holeman |       | —              |       | —       |       | —                    |       | 200,000           |       | —                                 |       | 54,000 |   |
|             |       |                |       |         |       |                      |       |              |       |                                   |       |   |   |
| David Atiqi      |       | —              |       | —       |       | —                    |       | 240,000           |       | —                                 |       | 37,200 |   |
|             |       |                |       |         |       |                      |       |              |       |                                   |       |   |   |
| Rod Danielson    |       | —              |       | —       |       | 41,667                    |       | 83,333            |       | 12,917                                 |       | 25,833 |   |

 

----

*(1) Mr. Burke resigned as ourPresident and Chief Operations Officer effective October 19, 2004.*

4

----

 

**Employment Agreements**

 

On October 28, 2004, we entered into an Amendedand Restated Employment Agreement with Neil M. Leibman, our Chairman of theBoard, Chief Executive Officer and President. The agreement has a term of two years with automatic one-year renewalsthereafter unless earlier terminated, and provides for a base salary of$350,000 per year.  In addition,Mr. Leibman will be considered for annual bonuses and raises by theCompensation Committee based on his performance, and is entitled to participatein all life, disability, medical and dental, health and accident and profitsharing or deferred compensation plans and such other plan or plans as may beimplemented by us during the term of the agreement.  We have also agreed to obtain, at ourexpense, key man life insurance on Mr. Leibman in an amount of $3,000,000,and, to the extent the proceeds therefrom are not pledged to a lender, permitMr. Leibman to transfer such policy to his estate.  If Mr. Leibman is terminated by us for“cause” as defined in the agreement, he will not be entitled to any severanceor other termination benefits except for any unpaid salary accrued through thedate of his termination.  IfMr. Leibman is terminated without “cause” or for “good reason” as definedin the agreement, he will be entitled to receive in a lump sum an amount equalto two times his highest base salary during the last two years immediatelyproceeding the date of termination and a pro rata portion of the annual bonusthat would have been paid to him for the full year in which such terminationoccurred.  In addition upon terminationwithout “cause” or for “good reason,” all options, vested and unvested, willbecome fully exercisable for the lesser of one year after termination or theirremaining term.  The agreement alsoprovides that in the event Mr. Leibman is terminated without “cause” orfor “good reason” within one year of a “change of control” as defined in theagreement, he will be entitled to receive in a lump sum an amount equal to twotimes his highest base salary during the last two years immediately proceedingthe date of termination.  In addition, hewill also be entitled to a gross-up for certain taxes on the lump sum paymentand all options, vested and unvested, will become fully exercisable for thelesser of one year after termination or their remaining term.  During the term of the agreement, and for thetwo years following the termination of the agreement, Mr. Leibman may notengage, directly or indirectly, in any business or enterprise that is incompetition with us or induce any of our employees to accept employment withany of our competitors.

 

On May 26, 2004, we entered into an employmentagreement with David K. Holeman, Vice President and Chief Financial Officer,providing for an initial annual salary of $140,000 and nonqualified stockoptions covering 50,000 shares of Company common stock.  The agreement provides for an initial term of24 months with automatic one-year renewals thereafter.  Severance payable includes the payment ofMr. Holeman’s salary for 90 days following the date of termination(unless said termination is for “cause” as defined in the agreement), or for180 days following the date of termination if said termination takes placeafter the first anniversary of the agreement. In addition, upon termination of Mr. Holeman’s employment, alloutstanding options to purchase Company securities not vested by their ownterms will be immediately terminated. The agreement also contains confidential information andnon-solicitation provisions.  OnOctober 28, 2004, we entered into the First Amendment to EmploymentAgreement with David K. Holeman, our Vice President and Chief FinancialOfficer.  The amendment increasesMr. Holeman’s annual salary to $175,000, subject to increases by theCompensation Committee based on his performance.  In addition, the agreement provides that inthe event that Mr. Holeman is still employed by us on May 26, 2005,we will grant to Mr. Holeman a nonqualified stock option for 100,000shares of our common stock with a strike price to be determined on May 25,2005 in accordance with our 2004 Incentive Plan.  The option will have a term of 10 yearsand will provide for vesting of one-third of the option shares on each of thefirst three anniversaries of the date of the amendment.

 

In addition, we also entered into a Restricted StockAgreement and a Nonstatutory Stock Option Agreement with Mr. Holemanproviding for the grant of 25,000 shares of our common stock and the grant ofoption to purchase 150,000 shares of our common stock at a price of $4.56 pershare (fair market value

 

5

----

 

on the date of grant), respectively, under our 2004 Stock IncentivePlan.  All of the shares of our commonstock granted pursuant to the Restricted Stock Agreement will vest onMay 26, 2005, while the option will vest as to one-third of the shares ofour common stock on each of the first, second and third anniversaries of thegrant date.  The option has a term of10 years from the grant date.

 

On October 28, 2004, we entered into EmploymentAgreements with Rod Danielson, our Vice President Supply & Forecastingand David Atiqi, our Vice President Sales. The agreements have a term of two years with automatic one-year renewalsthereafter unless earlier terminated, and provides for a base salary of$140,000 and $132,000 per year for Mr. Danielson and Mr. Atiqi,respectively.  In addition,Mr. Danielson and Mr. Atiqi will be considered for annual raises andbonuses by the Compensation Committee based on performance, and are entitled toparticipate in all life, disability, medical and dental, health and accidentand profit sharing or deferred compensation plans and such other plan or plansas may be implemented by us during the term of the agreement.  If Mr. Danielson or Mr. Atiqi isterminated by us for “cause” as defined in the agreement, he will not beentitled to any severance or other termination benefits except for any unpaidsalary accrued through the date of his termination.  If Mr. Danielson or Mr. Atiqi isterminated without “cause,” we will continue to pay him for a period ending90 days after the date of termination, his annual salary in existence at thetime immediately preceding the date of termination; provided that if the dateof termination occurs after the first anniversary of this agreement, suchannual salary will be continued only for 60 days after the date oftermination.  In addition upontermination without “cause,” all of Mr. Danielson or Mr. Atiqi’soptions, vested and unvested, will become fully exercisable for their remainingterm.  During the term of the agreement,and for 180 calendar days following the termination of the agreement,Mr. Danielson or Mr. Atiqi may not engage, directly or indirectly, inany business or enterprise which is in competition with us or induce any of ouremployees to accept employment with any of our competitors.

 

In addition, we also entered into Restricted StockAgreement and a Nonstatutory Stock Option Agreements with Mr. Danielsonand Mr. Atiqi providing for the grant to each of 20,000 shares of ourcommon stock and the grant of options to purchase 125,000 and 120,000 shares,respectively, of our common stock at a price of $4.56 per share (fair marketvalue on the date of grant), respectively, under our 2004 Stock IncentivePlan.  All of the shares of our commonstock granted pursuant to the Restricted Stock Agreements will vest on thefirst anniversary of the grant date. Mr. Danielson’s options vested as to one-third of the shares on thedate of grant with an additional one-third of the shares to vest on each of thefirst and second anniversaries of the grant date.  Mr. Atiqi’s options will vest as toone-third of the shares on each of the first, second and third anniversaries ofthe grant date.  The options have a termof 10 years from the grant date.

 

On December 8, 2004, we entered into the FirstAmendment to Employment Agreement with David Atiqi providing for the grant ofan additional option to purchase 120,000 shares of our common stock at a priceof $5.51 per share, under our 2004 Stock Incentive Plan.  The options will vest in increments of 1¤3based upon specific bonus targets with vesting dates not to occur untilMay 1, 2007, May 1, 2008 and May 1, 2009.  The option has a term of 10 years fromthe grant date.

 

On October 1, 2004, we entered into a SeveranceAgreement with James Burke, our former President and Chief OperatingOfficer.  The agreement provides for(i) the continued payment of Mr. Burke’s base salary at a monthlyrate of $16,666.67 through December 31, 2004, (ii) the vesting of25,000 restricted shares of our common stock previously issued onOctober 18, 2003, (iii) the modification of the vesting schedule for116,666 shares of our common stock underlying an option (the “Option”) grantfor 350,000 shares of our common stock. The Option was vested as to 116,667 shares of our common stock, and wasto vest as to 116,667 and 116,666 shares of our common stock onOctober 18, 2004 and October 18, 2005, respectively.  The Option’s vesting schedule was amended sothat the 116,666 shares of our common stock would only vest upon a “change ofcontrol” as defined in the agreement; provided, if

 

6

----

 

enter into an agreement or letter of intent with respect to a change ofcontrol on or before December 31, 2005, the vesting date will be extendedto January 1, 2005.  If the changeof control does not occur on or before December 31, 2005, the 116,666shares of our common stock will not vest. Any vested shares of our common stock underlying the Option may beexercised, in whole or in part, on or before April 1, 2007; all of theunexercised shares of our common stock underlying the Option then outstanding,vested and unvested, will terminate and expire and be of no further force andeffect after April 2, 2007.  Weagreed to keep the registration statement on which the shares of our commonstock underlying the Option are registered effective, and Mr. Burke agreednot to exercise the Option or sell any of the shares of our common stockunderlying the Option in the Nasdaq market until April 1, 2005, providedthat Mr. Burke can exercise the Option and sell shares of our common stockunderlying the Option in connection with and pursuant to any change of controloccurring before April 1, 2005.  Theagreement also provided for a release of claims by us and Mr. Burkeagainst each other.

 

**Director Compensation**

 

Our directors did not receive monetary compensation orexpense reimbursement for their services in the year ended December 31,2003.

 

As of June 30, 2003, each outside director had received5-year stock options for 80,000 shares of common stock with an exercise priceof $2.00 per share of which 65,000 shares were vested as of June 30, 2004and the remaining 15,000 shares will vest on June 30, 2005.  Further, on October 28, 2004, each outsidedirector received ten-year stock options for an additional 20,000 shares ofcommon stock with an exercise price of $4.56 per share, 6,667 shares of whichwill vest on October 28, 2005, 6,667 shares of which will vest on October 28,2006 and the remaining 6,666 shares of which will vest on October 28, 2007.

 

On January 27, 2005, our board of directorscompleted its evaluation of the compensation paid by us to our non-employeedirectors.  Based on its evaluation, theboard decided to revise the compensation paid by us to our non-employeedirectors in order to attract and retain qualified non-employee directors toserve on the Board as follows.

 

Each non-employee director will receive an attendancefee of $1,000 for each regularly scheduled Board meeting attended (up to amaximum of $4,000 per year), an attendance fee of $500 for each special Boardmeeting attended and an attendance fee of $500 for each committee meetingattended (up to a maximum of $2,000 per year). The chairman of the Audit Committee will receive a retainer fee of$8,000 per annum, while the chairman of the Compensation Committee will receivea retainer fee of $6,000 per annum. Non-employee directors may elect to receive part or all of theattendance and retainer fees in Company common stock valued at the fair marketvalue (as defined in the Plan) of our common stock on the same date that thecash compensation would otherwise have been paid by us.

 

The Board also adopted an amendment to our 2004Amended and Restated Incentive Plan (the “Plan”), which is to be submitted toour shareholders for their approval at our 2005 Annual Meeting of Shareholders,increasing from 10,000 to 20,000 the number of shares of our common stock thatare automatically granted to each non-employee director pursuant to anon-statutory option on the first business day after each annual meeting of ourshareholders.  Each non-employeedirector, upon his or her initial election to the Board, will continue to begranted options to purchase 20,000 shares of our common stock.  Options granted pursuant to the forgoingarrangements will have an exercise price equal to fair market value (as definedin the Plan) of our common stock on the date of grant, will vest as toone-third of the shares on each anniversary of the grant date, and will have aterm of 10 years.

 

7

----

 

**Compensation Committee Interlocks andInsider Participation**

 

The current members of our compensation committee are Mr.O'Leary and Mr. Orr.  No member of thecommittee has served as one of our officers or employees at any time.  There are no compensation committeeinterlocks involving our executive officers.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT

 

**Security Ownership of CertainBeneficial Owners and Management**

 

The following table sets forth information regardingthe beneficial ownership of our common stock as of April 26, 2005 by(i) each person, or group of affiliated persons, known by us to be thebeneficial owner of more than 5% of our outstanding common shares;(ii) each director; (iii) each executive officer; and (iv) allof our directors and executive officers as a group.  This table is based upon information suppliedby directors, officers and certain principal shareholders, as well asinformation included in SEC filings made by principal shareholders and otherthird party sources.  Unless otherwiseindicated in the footnotes to this table and subject to community property lawswhere applicable, each of the shareholders named in this table has sole votingand investment power with respect to the shares of common stock shown.  Beneficial ownership is determined in accordancewith the rules of the SEC, and includes voting and investment power withrespect to the shares.

 
| **Beneficial  Owner**                                                                               | ** ** | **Number of  Shares  Beneficially  Owned(1)** | ** ** | **Percentage  Ownership** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|---------------------------|------------|
| *Executive  Officers:*                                                                              |       |                                          |       |                      |       |
| Neil M. Leibman                                                                                     |       | 3,812,432                                     | (2)        | 36.3                      | %          |
| David K. Holeman                                                                                    |       | 0                                             | (3)        | N/A                       |       |
| Rod Danielson                                                                                       |       | 60,334                                        | (4)        |                      | *          |
| David Atiqi                                                                                         |       | 23,000                                        | (5)        |                      | *          |
|                                                                                                |       |                                          |       |                      |       |
| *Outside  Directors*                                                                                |       |                                          |       |                      |       |
| Don Aron                                                                                            |       | 283,334                                       | (6)        | 2.8                       | %          |
| Dan C. Fogarty                                                                                      |       | 65,000                                        | (7)        |                      | *          |
| Stuart C. Gaylor                                                                                    |       | 119,667                                       | (8)        | 1.2                       | %          |
| Tom D. O’Leary                                                                                 |       | 65,000                                        | (9)        |                      | *          |
| Robert C. Orr,  Jr.                                                                                 |       | 83,333                                        | (10)       |                      | *          |
|                                                                                                |       |                                          |       |                      |       |
| *All  executive officers and directors*                                                             |       | 4,512,100                                     | (2)-(10)   | 41.4                      | %          |
|                                                                                                |       |                                          |       |                      |       |
| **5% and  Greater Shareholders:**                                                                   |       |                                          |       |                      |       |
| Corsair Capital  Partners, L.P. and its affiliates  359 Madison Ave., 9th Floor  New York, NY 10017 |       | 1,176,008                                     | (11)       | 11.7                      | %          |
|                                                                                                |       |                                          |       |                      |       |
| Perry Corp. and  its affiliates  599 Lexington Avenue  New York, NY 10022                           |       | 950,000                                       | (12)       | 9.4                       | %          |

 

----

*              Less than 1%

 

(1)           Shares not outstanding but deemedbeneficially owned by virtue of the right of a person or member of a group toacquire them within 60 days are treated as outstanding only when thedetermining the amount and percent owned by such person or group.  As of April 26, 2005, there were 10,070,819shares of Common Stock outstanding.

 

8

----

 

(2)           Includes 400,000 shares that may beacquired upon exercise of currently exercisable options, 18,333 shares whichmay be acquired upon exercise of a currently exercisable warrant (which sharesare included in this prospectus) and 40,000 shares owned by Mr. Leibman’sminor children for which he disclaims beneficial ownership; does not include50,000 shares subject to unvested options held by Mr. Leibman.

 

(3)           Does not include 200,000 sharessubject to unvested options 100,000 shares related to stock options that, byagreement, will be granted on May 26, 2005, and 25,000 shares subject to anunvested restricted stock grant held by Mr. Holeman.

 

(4)           Includes 41,667 shares that may be acquiredupon exercise of currently exercisable options; does not include 83,333 sharessubject to unvested options and 20,000 shares subject to an unvested restrictedstock grant held by Mr. Danielson.

 

(5)           Does not include 240,000 sharessubject to unvested options and 20,000 shares subject to an unvested restrictedstock grant held by Mr. Atiqi

 

(6)           Includes 18,334 shares that may beacquired, upon exercise of certain common stock warrants (which shares areincluded in this prospectus), 65,000 shares that may be acquired upon exerciseof currently exercisable options; does not include 35,000 shares subject tounvested options held by Mr. Aron.

 

(7)           Includes 65,000 shares that may beacquired upon exercise of currently exercisable options; does not include35,000 shares subject to unvested options held by Mr. Fogarty.

 

(8)           Includes 18,333 shares that may beacquired upon exercise of a common stock warrant (which shares are included inthis prospectus) and 65,000 shares that may be acquired upon exercise ofcurrently exercisable options; does not include 35,000 shares subject tounvested options held by Mr. Gaylor.

 

(9)           Includes 65,000 shares that may beacquired upon exercise of currently exercisable options; does not include35,000 shares subject to unvested options held by Mr. O’Leary.

 

(10)         Includes 18,333 shares that may beacquired upon exercise of a common stock warrant (which shares are included inthis prospectus) and 65,000 shares that may be acquired upon exercise ofcurrently exercisable options; does not include 35,000 shares subject tounvested options held by Mr. Orr.

 

(11)         Information regarding sharesbeneficially owned by Corsair Capital Partners, L.P. (“Corsair Capital”) andits affiliates was taken from information provided by Corsair Capital and fromtheir Schedule 13G/A filed with the Securities and Exchange Commission onMarch 10, 2004.  These shares are heldamong Corsair Capital, Corsair Long Short International, Ltd. (“CorsairInternational”), Corsair Select, L.P. (“Corsair Select”), Corsair CapitalPartners 100, L.P. (“Corsair 100”), Corsair Capital Investors,  Ltd.(“Corsair Investors”), Corsair Capital Management, L.L.C. (“CorsairManagement”), Jay R. Petschek (“Mr. Petschek”) and Steven Major(“Mr. Major”). Corsair Management is the investment manager of CorsairCapital, Corsair International, Corsair Select, Corsair 100 and CorsairInvestors.  Messrs. Petschek andMajor are the controlling persons of Corsair Management.

 

(12)         Information regarding sharesbeneficially owned by Perry Corp. (“Perry”) and its affiliates was taken frominformation provided by Corsair Capital and from their Schedule 13G filedwith the Securities and Exchange Commission on April 7, 2005.  These shares are held among

 

9

----

 

Perry Partners L.P., Perry Partners International,Inc. and Auda Classic PLC.  Perry acts asthe discretionary investment advisor of these private investment funds.

 

**Securities Authorized for Issuanceunder Equity Compensation Plan**

 

The following table provides information with respectto compensation plans (including individual compensation arrangements) underwhich our equity securities are authorized for issuance to employees ornon-employees (such as directors, consultants, advisors, vendors, customers,suppliers or lenders), as of December 31, 2004:

 

**Equity Compensation Plan Information**

 
| **Plan Category**                                           | ** ** | **Number of secutities to be issued  upon exercise of outstanding option,  warrants and rights** | ** ** | **Weighted-average exercise  price of outstanding options,  warrants and rights** | ** ** | **Number of securities remaining  available for future issuance under  equity compensation plans (excluding securties reflected in column (a)** | ** ** |
|-------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                          | ** ** | **(b)**                                                                           | ** ** | **(c)**                                                                                                                                         | ** ** |
|                                                        |       |                                                                                             |       |                                                                              |       |                                                                                                                                            |       |
| Equity  compensation plans approved by security holders     |       |                                                                                             |       |                                                                              |       |                                                                                                                                            |       |
|                                                        |       |                                                                                             |       |                                                                              |       |                                                                                                                                            |       |
| Equity  compensation plans not approved by security holders |       |                                                                                             |       |                                                                              |       |                                                                                                                                            |       |
| *Individual  Compensation Plans*                            |       | 1,150,000                                                                                        |       | $                                                                                 | 1.77       |                                                                                                                                            | —     |   |
| *2002  Non Employee Director Plan*                          |       | 400,000                                                                                          |       | $                                                                                 | 2.00       |                                                                                                                                            | —     |   |
| *2004  Incentive Plan*                                      |       | 1,015,000                                                                                        |       | $                                                                                 | 4.31       |                                                                                                                                            | 485,000    |   |
|                                                        |       |                                                                                             |       |                                                                              |       |                                                                                                                                            |       |
| Total                                                       |       | 2,565,000                                                                                        |       | $                                                                                 | 2.81       |                                                                                                                                            | 485,000    |   |

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS

 

On November 23, 2004, we completed a privateplacement (the “Private Placement”) with Perry Capital, Zimmer Lucas Partners,LLC, Corsair Capital Management and other accredited investors (the“Investors”) of 175,000 equity units (the “Units”) at $43.00 per Unit foraggregate gross proceeds of $7,525,000. Each “Unit” sold in the Private Placement consisted of 10 shares of ourcommon stock and three 5-year warrants (the “Warrants”) to purchase 1 share ofour common stock.  In total, we sold1,000,000 shares of common stock and 525,000 Warrants, and Neil M. Leibman, ourChairman and CEO, sold 750,000 shares of common stock.

 

In July 2004, we repaid a loan pursuant to theLoan Agreement with The Catalyst Fund, Ltd. (“Catalyst”), originallyentered on July 16, 2003, in which Mr. Leibman and outside directorsBobby Orr, Don Aron and Stuart Gaylor had participated.  These officers and directors had provided$500,000 of the loan received by us. Further, in connection with the repayment, a Consulting Agreementexecuted with the Catalyst loan was also terminated.  Messrs. Leibman, Orr, Aron and Gaylorreceived the amounts due to them under the Consulting Agreement, which wereone-time cash payments equal to approximately $9,000, $9,000, $18,000, and$9,000 respectively.  The officers anddirectors also received in the original Catalyst loan warrants to purchase upto 91,667 shares of common stock (the shares issuable upon exercise of thesewarrants are included in this prospectus).

 

On May 31, 2001, Mr. Leibman loaned us $100,000for five years evidenced by an unsecured promissory note with an interest rateof 6% per annum.  In connection with therepayment of the Catalyst loan, we Mr. Leibman in full (approximately $125,000)for the debt owed under this loan.

 

On October 15, 2003, Marcie C. Zlotnik resignedher operational positions with us, and also from our board of directors.  On October 15, 2003, all stock optionsheld by Ms. Zlotnik were amended and reinstated.  Options to purchase 300,000 shares with anexercise price of $1.50 were reinstated with a new expiration date ofDecember 31, 2005.  Additionally,50,000 options with an exercise price of $2.00 were issued with an exerciseprice of $1.00 and an expiration date of December 31, 2005.  Additionally, we accrued $50,250 in severanceexpense (3 months regular salary) to be paid to Ms. Zlotnik fromDecember 31, 2003 to March 15, 2004.

 

On March 24, 2003, one of our board members, DonAron, agreed to purchase our receivables for $700,000.  In consideration of the purchase,Mr. Aron received a factoring fee of $42,000 in 2003.  This obligation was fully settled in 2003.

 

10

----

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

**Independent Public Accounting Fees**

 

In 2003 and 2004, Hein & Associates L.L.P.provided services in the following categories and amounts:

 
| ** **          | ** ** | **2003** | ** ** | **2004** | ** ** |
|---------------------|------------|----------|------------|----------|------------|
|                |       |     |       |     |       |
| Audit fees          |       | $        | 200,000    |     | $          | 243,000 |   |
| Audit-related  fees |       | 17,000   |       | 16,000   |       |
| Tax fees            |       | 1,000    |       | 27,000   |       |
| All other fees      |       | 4,000    |       | —   |       |
| Total               |       | $        | 222,000    |     | $          | 286,000 |   |

 

**Policy on Audit CommitteePre-Approval of Audit and Non-Audit Services of Independent Auditor**

 

The audit committee’s policy is to pre-approve allaudit and non-audit services provided by the independent auditors.  These services may include audit services,audit-related services, tax services and other services.  Pre-approval is generally provided for up toone year and any pre-approval is detailed as to the particular service orcategory of services and is generally subject to a specific budget.  The audit committee may delegate pre-approvalauthority with respect to non-audit services to any member of the committee.

 

11

----

 

**PART IV**

ITEM 15.  EXHIBITS

 

12

----

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                     | ** ** | **Filed  Herewith or Incorporated By Reference from:** |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 2.1             |       | Amended and Restated  Agreement dated as of October 21, 2003, among the Company, Gexa Gold Corp.,  Robert D. McDougal, Justin Rice, Gary Rice, and Neil M. Leibman                                                                                  |       | Exhibit 2.1 to Form 8-K/A,  filed on December 9, 2003  |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| *2.2            |       | Agreement and Plan of  Merger dated as of March 28, 2005, among FRM Holdings, LLC, WPRM Acquisition  Subsidiary, Inc. FPL Group, Inc. and Gexa Corp.                                                                                                |       | Exhibit 2.1 to Form 8-K,  filed on March 28, 2005      |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 2.3             |       | Voting Agreement                                                                                                                                                                                                                                    |       | Exhibit 2.2 to Form 8-K  filed on March 28, 2005       |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 3.1             |       | Articles of Incorporation  of the Company.                                                                                                                                                                                                          |       | Exhibit 3.1 to Form 8-K/A,  filed on June 21, 2001     |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 3.2             |       | Bylaws of the Company.                                                                                                                                                                                                                              |       | Exhibit 3.2 to Form 8-K/A,  filed on June 21, 2001     |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.1            |       | Credit Agreement dated  July 8, 2004 among Gexa Corp., Highbridge/Zwirn Special Opportunities Fund,  L.P., and the Lenders Party Hereto                                                                                                             |       | Exhibit 10.1 to Form 8-K,  filed on July 19, 2004      |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.2            |       | Warrant Agreement by and  between Gexa Corp. and Highbridge/Zwirn Special Opportunities Fund, L.P.,  dated as of July 8, 2004                                                                                                                       |       | Exhibit 4.1 to Form 8-K,  filed on July 19, 2004       |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.3            |       | Form of Warrant for the  Purchase of Shares of Common Stock of Gexa Corp. in favor of Neil M. Leibman,  Robert C. Orr, Don Aron and Gaylor Investment Trust Partnership                                                                             |       | Exhibit 4.2 to Form 8-K,  filed on July 19, 2004       |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.4            |       | Termination Agreement  dated July 7, 2004 by and among Gexa Corp., The Catalyst Fund, Ltd.,  Southwest/Catalyst Capital, Ltd., Catalyst/Hall Growth Capital, LP, Neil M.  Leibman, Robert C. Orr, Don Aron, and Gaylor Investment Trust Partnership |       | Exhibit 10.2 to Form 8-K,  filed on July 19, 2004      |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.5            |       | Lease Agreement dated  April 12, 2004, between Entergy Enterprises, Inc. and the Company                                                                                                                                                            |       | Exhibit 10.7 to Form 10-KSB,  filed on May 18, 2004    |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.6            |       | Sublease by and between  Entergy Enterprises, Inc. and Gexa Corp.                                                                                                                                                                                   |       | Exhibit 10.1 to Form 10-Q,  filed on August 11, 2004   |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| **10.7          |       | Energy Marketing Support  Agreement dated April 8, 2003 between the Company and TXU Portfolio  Management LP, as amended                                                                                                                            |       | Exhibit 10.8 to Form 10-KSB,  filed on May 18, 2004    |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.8            |       | Amended and Restated  Employment Agreement dated effective as of October 28, 2004, between Neil M.  Leibman and the Company                                                                                                                         |       | Exhibit 10.2 to Form 8-K,  filed on November 3, 2004   |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.9            |       | Employment Agreement by  and between David K. Holeman and the Company, dated effective as of May 26,  2004                                                                                                                                          |       | Exhibit 10.2 to Form 10-Q,  filed on August 11, 2004   |
|            |       |                                                                                                                                                                                                                                                |       |                                                   |
| 10.10           |       | First Amendment to Employment  Agreement by and between David K. Holeman and the Company, dated effective as  of October 28, 2004                                                                                                                   |       | Exhibit 10.3 to Form 8-K,  filed on November 3, 2004   |

 

13

----

 
|   |   |                                                                                                                                                                             |   |                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|
| 10.11  |   | Employment Agreement by  and between Rod Danielson and the Company, dated effective as of October 28,  2004                                                                      |   | Exhibit 10.4 to Form 8-K,  filed on November 3, 2004                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.12  |   | Employment Agreement by  and between David Atiqi and the Company, dated effective as of October 28,  2004                                                                        |   | Exhibit 10.5 to Form 8-K,  filed on November 3, 2004                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.13  |   | Termination Agreement by  and between James Burke and the Company, dated October 1, 2004                                                                                         |   | Exhibit 10.1 to Form 8-K,  filed on November 3, 2004                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.14  |   | Amended and Restated 2004  Incentive Plan, dated effective as of May 27, 2004                                                                                                    |   | Exhibit 10.7 to Form 8-K,  filed on November 3, 2004                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.15  |   | Gexa Corp. 2002 Non  Employee Director Stock Option Plan                                                                                                                         |   | Exhibit 4.1 to Form S-8,  Registration No. 333 116722, filed on June 22, 2004 |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.16  |   | Form of Securities  Purchase Agreement dated as of November 23, 2004 by and among Gexa Corp., the  Selling Shareholder and the Investor in connection with the Private Placement |   | Exhibit 10.1 to Form 8-K,  filed on November 24, 2004                         |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.17  |   | Warrant Agreement by and  between Gexa Corp. and Cappello Capital Corp., dated as of November 1, 2004                                                                            |   | Exhibit 4.1 to Form 8-K,  filed on December 6, 2004                           |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.18  |   | Promissory Note between  Gexa Corp. and Cappello Capital Corp. dated November 29, 2004                                                                                           |   | Exhibit 10.1 to Form 8-K,  filed on December 6, 2004                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.19  |   | Form of Indemnification  Agreement between the Company and each of its directors and certain officers                                                                            |   | Exhibit 10.1 to Form 8-K,  filed on January 31, 2005                          |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 10.20  |   | Amendment to Amended and  Restated Employment Agreement dated as of March 28, 2005, between Gexa Corp.  and Neil M. Leibman                                                      |   | Exhibit 10.1 to Form 8-K,  filed on March 28, 2005                            |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 14.1   |   | Gexa Corp. Code of  Business Conduct                                                                                                                                             |   | Exhibit 14.1 to Form  10-KSB, filed on May 18, 2004                           |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 21.1   |   | Subsidiaries of Registrant                                                                                                                                                       |   | Exhibit 21.2 to Form 10-K,  filed on March 31, 2005                           |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 23.1   |   | Consent of Hein &  Associates LLP                                                                                                                                            |   | Exhibit 23.1 to Form 10-K,  filed on March 31, 2005                           |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 31.1   |   | Certification of Chief  Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                |   | Filed herewith                                                                |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 31.2   |   | Certification of Chief  Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                |   | Filed herewith                                                                |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 32.1   |   | Certification of Chief  Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.                              |   | Filed herewith                                                                |
|   |   |                                                                                                                                                                             |   |                                                                          |
| 32.2   |   | Certification of Chief  Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.                              |   | Filed herewith                                                                |

 
| *  | Schedules  and similar attachments to the Agreement  and Plan of Merger have been omitted pursuant to Item 601(b)(2)  of Regulation S-K. The Registrant will furnish supplementally a copy of any  omitted schedule or similar attachment to the Securities and Exchange  Commission upon request. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** | The Company has omitted certain portions of this  agreement in reliance on Rule 24b-2 under the Securities Exchange Act of  1934, as amended.                                                                                                                                                      |

 

14

----

 

**SIGNATURES**

 

                Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized, on April 29, 2005.

 
|   | GEXA  CORP. |
|--------|-------------|
|   |        |   |
|   | By:         | /s/ Neil  M. Leibman |
|   |        |   Neil  M. Leibman |
|   |        |   Chairman  of the Board and    Chief Executive Officer |

 

Pursuant to the requirements of the Securities Exchange Actof 1934, this report has been signed below by the following persons on behalfof the registrant and in the capacities and on the dates indicated.

 

| **Signatures**          | ** ** | **Title**                             | ** ** | **Date**       |
|-------------------------|------------|---------------------------------------|------------|----------------|
|                    |       |                                  |       |           |
| /s/ Neil  M. Leibman    |       | Chairman and Chief  Executive Officer |       | April 29, 2005 |
| Neil  M. Leibman        |       | (principal executive  officer)        |       |           |
|                    |       |                                  |       |           |
| /s/ David K. Holeman    |       | Chief Financial Officer               |       | April 29, 2005 |
| David  K. Holeman       |       | (principal accounting  officer)       |       |           |
|                    |       |                                  |       |           |
| /s/ Stuart C. Gaylor    |       | Director                              |       | April 29, 2005 |
| Stuart  C. Gaylor       |       |                                  |       |           |
|                    |       |                                  |       |           |
| /s/ Don S. Aron         |       | Director                              |       | April 29, 2005 |
| Don  S. Aron            |       |                                  |       |           |
|                    |       |                                  |       |           |
|                    |       | Director                              |       |           |
| Dan  C. Fogarty         |       |                                  |       |           |
|                    |       |                                  |       |           |
|                    |       | Director                              |       |           |
| Robert  C. Orr, Jr.     |       |                                  |       |           |
|                    |       |                                  |       |           |
| /s/ Tom D. O’Leary |       | Director                              |       | April 29, 2005 |
| Tom  D. O’Leary    |       |                                  |       |           |
|                    |       |                                  |       |           |

 

15

----