UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB


               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001


             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1994

                For the transition period from _______ to _______

                         Commission File Number: 0-16179


                                   GEXA CORP.

                 (Name of Small Business Issuer in Its Charter)


          Texas                                          75-0670175
(State or Other Jurisdiction of             (IRS Employer Identification Number)
Incorporation or Organization)

24 Greenway Plaza, Ste 1826, Houston, TX                   77046
(Address of Principal Executive Offices)                 (Zip Code)


                                 (713)-961-9399
                           (Issuer's telephone number)


             Securities registered under Section 12 (b) of the Act:

                                      None
                                (Title of class)

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.01
                                (Title of class)

Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to the filing requirements for the past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: None

At June 30, 2002, there were 7,373,422 shares of the issuer's common stock
issued and outstanding. The Company's shares are subject to quotation on the
OTC:BB market. The Issuer is current in its reporting requirements under the
Exchange Act. Affiliates of the Issuer own 4,200,000 shares of the Issuer's
issued and outstanding common stock.(*) The remaining ______ shares are held by
non-affiliates.


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE:

There are no documents incorporated by reference in this Annual Report on Form
10-KSB other than as set forth in Part III, Item 13.

(*) Affiliates for the purposes of this Annual Report refer to the officers,
directors and/or persons or firms owning 5% or more of Issuer's common stock,
both of record and beneficially.


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TABLE OF CONTENTS
                                                                           Page
                                     PART I
Item 1. Description of Business.                                             2
Item 2. Description of Property.                                             9
Item 3. Legal Proceedings.                                                   9
Item 4. Submission of Matters to a Vote of Security Holders.                 9

                                     PART II
Item 5. Market for Common Equity and Related Stockholder Matters.            9
Item 6. Management's Discussion and Analysis.                               10
Item 7. Financial Statements.                                               11
Item 8. Changes In and Disagreements With Accountants on Accounting
        and Financial Disclosure.                                           15


                                    PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons.      15
Item 10. Executive Compensation.                                            16
Item 11. Security Ownership of Certain Beneficial Owners and Management.    16
Item 12. Certain Relationships and Related Transactions.                    17
Item 13. Exhibits and Reports on Form 8-K.                                  17


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Forward-Looking Statements: This Annual Report on Form 10-KSB and other
statements issued or made from time to time by Gexa Corp., a Texas corporation
contain statements which may constitute "Forward-Looking Statements" within the
meaning of the Securities Act of 1933, as amended (the "Act") and the Securities
Exchange Act of 1934 (the "Exchange Act") by the Private Securities Litigation
Reform Act of 1995, 15 U.S.C.A. Sections 77Z-2 and 78U-5 (SUPP. 1996). Those
statements include statements regarding the intent, belief or current
expectations of Gexa Corp. and its officers and directors as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.

General Background and Reports under the Exchange Act

Gexa Corp., a Texas corporation, is sometimes referred to herein as "we", "us",
"our" and the "Company". We have previously filed our Annual Reports on Form
10-KSB for the years ended December 31, 1992, 1993, 1994, 1995, 1997, 1998, 1999
and 2000, all of which contain our audited financial statements for the
respective periods. No material change in our business occurred following our
filing for bankruptcy under Chapter XI of the US Bankruptcy Code and our
discharge by the Bankruptcy Court in 1992 through the year ended December 31,
2000.

This Annual Report contains disclosure related to our new business operations of
reselling electricity which became a deregulated industry effective January 1,
2002. On June 19, 2001, Gexa submitted an application to the Public Utility
Commission of the State of Texas for the purpose of becoming a retail reseller
of electricity to residential and small commercial customers in Texas. Under
Texas law, beginning January 1, 2002, customers may elect to purchase
electricity from independent resellers, such as Gexa. Our disclosure may involve
certain estimates and plans related to the business of reselling electricity,
which is a newly deregulated industry, which assumes certain events, trends and
activities will occur and the projected information based on those assumptions.
We do not know that any assumptions that we may make will be accurate. In
particular, we do not know and cannot predict with any degree of certainty the
growth of industry of reselling electricity in the market in State of Texas in
which we operate since January 1, 2001. If our assumptions are wrong about any
events, trends and activities, and specifically about this new business
opportunity, it could have a significant impact on our business operations. Our
efforts regarding this new market may be wrong because of our limited resources.


<PAGE>


During the fiscal year 2001, we generated no revenues from any business
operations. During the three month period ended September 30, 2001, we had
administrative expenses of $78,910 and therefore had a net loss in the same
amount. We had no expenses or income during the same period of the prior year.

We were incorporated under the laws of Nevada on April 1, 1985. In March 2001,
concurrent with our share recapitalization, we were reincorporated under the
laws of the State of Texas. Prior to the filing of Chapter XI under the Federal
bankruptcy laws in the United States Bankruptcy Court for the District of Idaho
during the period ended June 30, 1992, we were engaged in the business of
acquiring, exploring and developing mining properties. We emerged from this
proceeding and our plan of reorganization was approved by creditors and by the
United States Bankruptcy Court in 1992. During the period following our
discharge from bankruptcy through 2000, we conducted no commercial mining
operations and had no other significant business activities. Following the
bankruptcy we redirected our efforts and limited resources to seeking potential
new business opportunities.

During the second quarter of 2001, Gexa submitted an application to the Public
Utility Commission of the State of Texas for the purpose of becoming a retail
reseller of electricity to residential and small commercial customers in Texas.
Under Texas law, beginning January 1, 2002, customers may elect to purchase
electricity from independent resellers.

Deregulation of Electric Utilities Market in Texas

In June 1999, the Texas legislature adopted the Texas Electric Choice Plan,
which significantly changed the regulatory structure governing electric
utilities in Texas such as:

- starting January 1, 2002, power generators will have to sell electric energy
to wholesale purchasers, including retail electric providers, at unregulated
rates, and
- starting January 1, 2002, electric utilities in Texas will have to
restructure their businesses in order to separate power generation, transmission
and distribution, and retail electric provider activities into separate units.

This change allows competition in the retail electric market, which competition
started on January 1, 2002. Under Texas legislation, retail customers will be
entitled to purchase their electricity from any of a number of "retail electric
providers," which will have been certified by the Public Utility Commission of
Texas (Texas Utility Commission), such as Gexa Corp.

Gexa filed its initial application with the Texas Utility Commission in August
2000. In December 2000, the Texas Utility Commission approved our application
pursuant to which we are allowed to offer electricity to residential and
business customers.


<PAGE>


Our Business

Gexa became a provider of electricity to residential and commercial customers in
the Texas market. We offer consumers in restructured retail energy markets
competitive energy prices, flexible payment and pricing choices. In addition to
providing electricity, we offer additional services such as customized energy
solutions for residential and commercial customers.

Gexa is targeting the rapidly restructuring residential and commercial
electricity consumers. We believe we are well-positioned to succeed because
other competitors are not focusing on short term residential and apartment
dweller markets. We have cross marketing and affiliate programs with companies
that sell goods to this potential market such as cell phone stores and bundled
service providers; and our management team has significant marketing experience
in a deregulated environment. The Company has already been successful against
larger, better capitalized companies in selling to its target market
(residential and commercial customers) in a deregulated environment.

Business Strategy

Gexa intends to become a national provider of electricity and grow along with
deregulation after its business model has been proven in Texas. Gexa intends to
focus its service and market electricity to the residential customer, in
particular apartment dwellers, smaller commercial customers, and larger
commercial customers that make equity investments in the Company. Through its
marketing agreements, Gexa can reach tens of thousands of apartment units
immediately.

The Company has entered into marketing agreements with several companies, which
already market consumer goods and telecommunication services to one of Gexa's
target markets, the apartment dweller. Through these marketing agreements, the
tenant has the opportunity to sign up for all of their services, including
electricity and telecommunication needs in one phone call or fax. The Company
has also reached agreements with a couple of apartment complex owners and is in
discussion with others, which will allow Gexa the exclusive right to market new
tenants for electric service provided by Gexa. These services allow tenants the
ease of having electricity at the time of move-in, a captive audience for Gexa
without having to switch customers, and a stipend paid to the complex owner for
each new tenant that uses Gexa Energy. There is no known competitor known to the
Company that is pursuing this market.

Gexa will continue to use the following strategy in the implementation of its
business plan:

- Continue to secure favorable apartment location contracts throughout the Texas
market;
- Continue to develop strategic synergistic
partnerships with companies offering services to our target markets.
- Pursue marketing efforts through traditional channels such as independent
contractors, kiosks and print media.
- Effectively use its sales force to gain commercial and residential customers.
- Target and focus on market segments that are not saturated by competition
(e.g. small strip shopping center tenants utilizing the same strategy as
apartment complexes).


<PAGE>



- Continue to differentiate our service as being flexible, affordable and not
the same old monopolistic approach.
- Quickly establish a critical mass of customers.
- Integrate new products and services to customers.
- Continue growth and begin national roll out to selective retail energy
markets.

The Company plans to target 1) the residential market including apartments and
mobile homes; 2) commercial consumers that use less than 500,000 kWh per month
and classified as small commercial consumers, and 3) larger commercial customers
that have an equity position in Gexa Energy.

Residential Market

- Gexa has established strategic relationships with apartment complex owners
that will require leasing agents to offer the new customer electricity through
Gexa Energy. The leasing agent will handle contacting Gexa for "turn on" of
service, making it simple for the customer. The initial response was met with
overwhelming approval and acceptance.
- Gexa has also signed a marketing agreement with companies offering bundled
services to apartment dwellers. These marketing companies offer new customers
one stop shopping for all of their utility and telecommunication services. As
part of its program, the marketing companies shall offer customers electricity
through Gexa Energy at a discount to their present electric provider.
- Gexa will also hire telemarketers and sales people to call perspective
tenants. The Company has developed comprehensive marketing collateral including
its website, and plans to distribute the materials to apartment complexes.

Large Residential and Small Commercial

Gexa will hire and train a sales team to sell electricity to large residential
customers and small commercial customers. The sales team will use an approach
that proved very successful in the telecommunications industry. The target
customers are in many cases the same customers that switched their
telecommunications services away from the large better, capitalized companies to
a small, friendly, customer service oriented company. In addition, the collapse
of Enron has left this market wide open for Gexa Energy.

Large Commercial

Gexa is in a unique strategic position. The Company can give large electricity
consumers a competitive rate based on a favorable financial partnership with
Aquila, Inc..


<PAGE>



Strategic Alliances:

Gexa has established the following strategic alliances:

1. Aquila, Inc. a UtiliCorp United Corp (NYSE:ILA) subsidiary that provides Gexa
Energy a credit facility to purchase forward wholesale supply of electricity.
2. TXU: will provide electricity to Gexa as the power generator for residential
customers and act as Gexa's Qualified Scheduling Entity.
3. Exolink Corp.: will develop the electronic data interexchange for Gexa as
required for certification.
4. Ebuy Express: will market the services of Gexa to all of its apartment
complex owner members.
5. Luminor: will provide Gexa and its customers with all of their customized
billing needs in addition to providing Gexa with its customer care module.

Electric Retail Market in Texas

The current opportunity for Gexa in the retail electricity business is as
follows:

- The potential market in Texas alone is huge and in its infancy. The total
residential and small commercial electricity marketplace in the United States
exceeds $226 billion annually, making it one of the largest consumer markets to
undergo competitive regulatory restructuring.
- Currently, markets in twelve states are open to retail electric competition.
In addition, laws or regulatory plans providing for future retail electric
competition have been adopted in numerous other states.
- In Harris County, Texas alone, there are over 4 million (4,000,000) electric
meters associated with residential and small business customers. In Texas there
are 5.3 million residential customers.
- The electric retail industry in Texas is in its earliest stage and the market
is untapped.
- Gexa has quickly secured several major residential customers in a market that
is being overlooked, the individual apartment dweller. Gexa has contracted with
several large REIT's, apartment complex owners and purchasing aggregators all of
whom have expressed great interest in this area. Gexa believes its marketing
partners and commission arrangements with the apartment complex owners will
create a large residential customer base.
- With limited resources, Gexa's management team was extremely successful in
selling to both commercial and residential customers when the telecommunications
industry deregulated. In that industry, they organized a sales force that was
instrumental in helping the company grow over 1,000% per year over a three year
time period. In 1995, that company was named Houston's fastest growing company.
It was also profitable during this period.

Gexa also believes the sub-prime and high credit risk customer utilizing a
pre-paid smart meter is another untapped market (meter reading is scheduled to
be deregulated in 2004 by the Texas PUC). The prepaid market will work exactly
like the prepaid phone cards where consumers will buy and pay for only the
electricity they need with payment made in advance of consumption. These same
customers also generally reside in lower cost apartment complexes. Prepaid
allows greater profit margins and less bad debt. In Houston alone, 30% of the
people do not have a bank relationship. Gexa believes it can implement its same
plan and capitalize on deregulation on a national basis.


<PAGE>



Gexa sees a new business opportunity developing with similar trends that
parallel the deregulation of the telephone companies some sixteen years ago.

Gexa estimates that the total residential and commercial electric and natural
gas marketplace in the United States exceeds $226 billion annually, making it
one of the largest consumer markets to undergo competitive regulatory
restructuring. Currently, markets in twelve states are open to retail electric
competition. States that have deregulated retail markets including residential
customers are Arizona, Connecticut, Delaware, District of Columbia, Maine,
Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania
and Rhode Island. Illinois, Montana and Oregon have deregulated their retail
electricity markets except for residential. Michigan, Texas and Virginia will be
fully deregulated in 2002. In addition, laws or regulatory plans providing for
future retail electric competition have been adopted in numerous other states.
Although in many of these jurisdictions, final rules implementing market
restructuring are not yet finalized and effective, we estimate that by the
beginning of 2002, roughly 50% of the U.S. population, or approximately 55
million households, will be in markets where consumers can choose either their
electricity or natural gas provider or both. As was the case in the deregulation
of the long-distance telephone markets, we believe that a significant percentage
of consumers will be receptive to switching from their monopoly energy providers
to competitive providers.

The Company's Marketing Strategy

Gexa markets its products and services to commercial customer by using a sales
force consisting of inside and outside sales people. The sales force uses
techniques used and refined by the Company's management when the
telecommunications industry was deregulated. The Company also entered into
contractual relationships with shopping center owners. The procedure is
essentially the same as with an apartment, the landlord offers the tenant
electricity at time of move in through a pre-selected provider, such as Gexa.

The Company started also to target large commercial buildings since the demise
of Enron which has left some large commercial customers looking for a
replacement for their initial energy needs.

Competition

While there is competition in the retail electric market, most of the
competitors are targeting high-end residential and business customers that are
willing to sign long-term contracts. Gexa intends to pursue residential, small
business and selected larger businesses. Apartment dwellers are considered a
niche market within the residential market.


<PAGE>


In addition to the primary competitors listed above, there will be other retail
electric providers certified. Some of the new entries are single client
companies that are large electricity users, such as a refinery or plant. While
all of the competitors are looking to sign new clients, their strategy is to
switch customers and contract with high end users. Gexa differentiates itself by
being a small company focusing on small consumers. It can therefore obtain a
certain number of large customers by making them feel "special".

Technology

Gexa has built a single network architecture that provides an integrated
backbone for the multiple platforms required for the competitive retail market
registration process. All servers are owned and operated by Gexa in Houston,
Texas.

All retail electric providers must certify with the Electric Reliability
Council of Texas ("ERCOT"). ERCOT is continuously performing five major
processes to support the retail provider:

     -    Registration

     -    Market Operations

     -    Power Operations

     -    Load Profiling, Date Acquisition and Aggregation

     -    Settlements, Billing and Financial Transfer

ERCOT Core Operations:

In its simplest form, ERCOT is responsible for coordinating and monitoring all
communications by and between the Power Generator, the Retail Electric Provider
and the Line Transmission Company. ERCOT oversees all aspects of these
communications from customer sign up, meter reading and billing the between the
end user, Power Generator and Retail Electric Provider. Gexa has agreed to
outsource and utilize the services of Exolink Corporation, a leading innovator
in the automation of back-office business processes for the emerging deregulated
energy industry. Exolink is a certified processor of retail energy information
for the Texas SET group and ERCOT.

Exolink will provide Gexa with market interface development; ongoing maintenance
and market rule updates associated with the interface to the UDC markets
including EPI mapping and other applicable communication protocols. Also,
Exolink will provide access to Exolink's Online Transaction Service, which
allows Gexa to initiate and receive transactions on-line. Through these
services, Gexa will have the advantage of an automated business process, data
validation, data routing and online exception management.

Regulations

We are subject to regulation by various federal, state, local and foreign
governmental agencies, including the regulations described below.


<PAGE>


In June 1999, the Texas legislature adopted Legislation which substantially
amended the regulatory structure governing electric utilities in Texas in order
to allow retail competition. The Legislation calls for the commencement of
retail competition beginning on January 1, 2002, the Texas Utility Commission
may delay the date on which the retail electric market is opened to competition
in any power region in Texas if it determines that the region is unable to offer
fair competition and reliable service to all retail customer classes on that
date.

The Legislation also requires electric utilities in Texas to restructure their
businesses in order to separate power generation, transmission and distribution,
and retail activities into three different units, whether commonly or separately
owned. Generally, the "retail electric providers", such as Gexa, that have been
certified by the Texas Utility Commission obtain or buy electricity from the
wholesale generators at unregulated rates, sell electricity at retail to their
customers and pay the transmission and distribution utility a regulated tariffed
rate for delivering the electricity to their customers. Retail electric
providers are not allowed to own or operate generation assets and their retail
prices are not subject to traditional cost-of-service rate regulation. Retail
electric providers that are affiliates of, or successors in interest to,
traditional electric utilities may compete statewide for these sales.

The Legislation requires the Texas Utility Commission to determine procedures
and criteria for designating retail electric providers to serve as providers of
last resort in areas of the state in which retail competition is in effect. A
provider of last resort is required to offer a standard retail electric service
package for each class of customers designated by the Texas Utility Commission
at a fixed rate approved by the Texas Utility Commission, and is required to
provide the service package to any requesting retail customer in the territory
for which it is the provider of last resort. The Texas Utility Commission is
required to designate the initial providers of last resort by June 1, 2001. In
the event that no retail electric provider applies to be the provider of last
resort in a given area of the state, the Texas Utility Commission may require a
retail electric provider to become the provider of last resort as a condition to
receiving or maintaining its retail electric provider certificate. In the event
that a retail electric provider fails to serve any or all of its customers, the
provider of last resort is required to offer those customers the standard retail
service package for that customer class with no interruption of service to the
customer. Pursuant to the Legislation, the transmission and distribution utility
is not required to serve as the provider of last resort.

                                  RISK FACTORS

The following important factors, among others, could cause actual results to
differ from those indicated in forward-looking statements made in this document.
Further, reference is made to the disclosure in "all capitalized letters" on the
first page following the cover page of this Annual Report.


<PAGE>


The following factors contain certain forward-looking statements.
Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historical or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," and other words
and terms of similar meaning in connection with any discussion of future
operating or financial performance. From time to time, we also may provide oral
or written forward-looking statements in other materials we release to the
public.

Any or all of our forward-looking statements in this document and in any other
public statements we make may turn out to be wrong. They can be affected by
inaccurate assumptions we might make or by known or unknown risks and
uncertainties. Many factors mentioned in the discussion below will be important
in determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially.

Newly Formed Company

Gexa Corp. is a newly formed company created for the purpose of providing
electricity to residential and business customers under the new deregulation of
the electricity market. Since its inception, the primary business has been the
formation of the company and the drafting of its business model. The Company has
no operations, and with not profit, and future success is, to some degree
dependent upon management's ability to expand its operations through
implementation of its business plan and model. Management will have broad
discretion to allocate the proceeds of this offering toward future acquisitions.
The Company is subject to all of the risks inherent in attempting to expand a
relatively new business venture. These risks include, but are not limited to,
possible inability to implement its business plan, the existence of undisclosed
actual or contingent liabilities, and the inability to fund the working capital
requirements of its business plan. There can be no assurance that the Company
will become profitable, or that it will provide a return on invested capital.

Dependence on Key Personnel

The Company is substantially dependent upon the continued services of its
present Management. To the extent that their services become unavailable, the
Company will be required to retain other qualified personnel; there can be no
assurance that it will be able to recruit and hire qualified persons upon
acceptable terms.

The market in which the Company competes is highly competitive, and we may not
be able to compete effectively, especially against established industry
competitors with significantly greater financial resources.
The Company will face competition from many competitors with significantly
greater financial resources, well-established brand names and large, existing
installed customer bases. We expect the level of competition to intensify in the
future. We expect significant competition form incumbent providers, traditional
and new electricity providers, which may be better, capitalized than our
company.


<PAGE>


Additional Financing Requirements

Because we had no revenues and no material
business activities prior to entering into the retail electricity business, we
were entirely dependent upon the willingness of our management to fund the costs
associated with compliance with the filing requirements under the Exchange Act,
and other administrative costs of continuing our corporate existence. In order
for us to become current, our present management engaged the services of
Grassano Accounting P.A. as our new independent public accountant, as reported
in our Form 8-K filed November 27, 2001. Our present management has advanced
approximately $30,000 for administrative costs related to accounting expenses
and the reinstatement of the corporate existence under the laws of the State of
Texas. In addition, we are currently negotiating with CR Capital Services, Inc.,
a company providing corporate securities compliance services, for payment for
services in connection with the preparation and filing of this Form 10-KSB and
our Quarterly Reports due under the Exchange Act. In fact, we were dependent
upon the willingness of third party consultants to provide services to us in
consideration for our agreement to issue shares in lieu of cash compensation, in
amounts to be determined, because we will not achieve any revenues until, at the
earliest, the consummation of a business combination or our commencement of
business operations. We anticipate that we will have available to us sufficient
resources, however limited, to continue to pay accounting fees and other
miscellaneous expenses that may be required upon commencing our retail
electricity business operations. In the event that our available resources from
our management prove to be insufficient, we will be required to seek additional
financing. Our failure to secure additional financing could have a material
adverse affect on our ability to develop our current business operations. We do
not have any arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that any such arrangement, if
required or otherwise sought, would be available on terms deemed to be
commercially acceptable and in our best interests.

State Blue Sky Registration; Potential Limitations on Resale of the Securities

Because the class of common stock registered under the Exchange Act has not been
registered for resale under the Act or the "blue sky" laws of any state, the
holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be
significant state blue-sky law restrictions on the ability of investors to
resell our securities. Accordingly, investors should consider the secondary
market for the Company's securities to be a limited one.

It is the intention of the management to seek coverage and publication of
information regarding the Company in an accepted publication manual which
permits a manual exemption. The manual exemption permits a security to be
distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non-issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities.


<PAGE>


Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
"recognize securities manuals" but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Dividends Unlikely

We do not expect to pay dividends for the foreseeable future because we have no
revenues or capital and any potential business operations or acquisition will
require the use of any financial resources prior to the consummation of a
Business Combination. The payment of dividends after consummating a Business
Combination, if any, will be contingent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to consummation
of a Business Combination. The payment of any dividends subsequent to a Business
Combination will be within the discretion of our Board of Directors as then
constituted. It is our expectation that any future management following a
Business Combination will determine to retain all earnings, if any, for use in
the future business operations and accordingly, we do not anticipate declaring
any dividends in the foreseeable future.

Possible Issuance of Additional Securities

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
Common Stock, par value $0.01. We may issue additional shares in consideration
for legal and consulting services as well as a substantial number of additional
shares in connection with our intent to pursue new business opportunities. To
the extent that additional shares of Common Stock are issued, our shareholders
would experience dilution of their respective ownership interests in the
Company. Additionally, if we issue a substantial number of shares of Common
Stock in connection with our intent to pursue new business opportunities, a
change in control of the Company may occur which may affect, among other things,
our ability to utilize net operating loss carry forwards, if any. Furthermore,
the issuance of a substantial number of shares of Common Stock may adversely
affect prevailing market prices, if any, for the Common Stock and could impair
our ability to raise additional capital through the sale of its equity
securities.

Our Articles of Incorporation also authorizes the issuance of 2,500,000 shares
of preferred stock (the "Preferred Stock"), par value $0.05, with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions and in such series as our Board of Directors, subject to the laws
of the State of Texas, may determine from time to time. Accordingly, our Board
of Directors is empowered, without shareholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of Common
Stock. In addition, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we do not currently intend to issue any shares
of Preferred Stock, there can be no assurance that we will not do so in the
future. As of the date hereof, we have no shares of Preferred Stock issued and
outstanding.


<PAGE>


Compliance with Penny Stock Rules

Our securities will initially be
considered a "penny stock" as defined in the Exchange Act and the rules
thereunder, since the price of our shares of Common Stock is less than $5.
Unless our Common Stock is otherwise excluded from the definition of "penny
stock," the penny stock rules apply with respect to that particular security.
The penny stock rules require a broker-dealer prior to a transaction in penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the SEC that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock is subject to the penny stock
rules, it may become more difficult to sell such securities. Such requirements,
if applicable, could result in reduction in the level of trading activity for
that particular security of Gexa and could make it more difficult for investors
to sell that particular security.

General Economic Risks

The Company's current and future business plans are dependent, in large part, on
the state of the general economy. Adverse changes in national and local economic
conditions may cause substantial reduction in projected revenue, and may
adversely affect an investment therein. These conditions and other factors
beyond the Company's control include, but are not limited to: (i) regulatory
changes; and (ii) changes in operations, pricing and other controls.

Security Risks

Despite the implementation of security measures, the Company's networks may be
vulnerable to unauthorized access, computer viruses and other disruptive
problems. A party who is able to circumvent security measures could
misappropriate proprietary information or cause interruptions in the Company's
Internet operations. The Company may be required to expend significant capital
or other resources to protect against the threat of security breaches or to
alleviate problems caused by such breaches. Although the Company intends to
continue to implement industry-standard security measures, there can be no
assurance that measures implemented by the Company will not be circumvented in
the future.

Competitive restructuring of the electric market may be delayed or does not
result in viable competitive market rules, our business will be adversely
affected


<PAGE>


To date, only a limited number of markets have been opened to retail
energy competition. In many of these markets, the market rules adopted have not
resulted in energy service providers being able to compete successfully with the
incumbent utilities, and customer-switching rates have been low. Only recently
have a small number of markets opened to competition under rules that we believe
may offer attractive competitive opportunities. Our business model depends on
other favorable markets opening under viable competitive rules in a timely
manner. In any particular market, there are a number of rules, which will
ultimately determine the attractiveness of that market. Markets that we enter
may have both favorable and unfavorable rules. If the trend towards competitive
restructuring of retail energy markets does not continue or is delayed or
reversed, our business prospects and financial condition could be materially
adversely impaired.

Retail energy market restructuring has been and will continue to be a
complicated regulatory process, with competing interests advanced not only by
relevant state and federal utility regulators, but also by state legislators,
federal legislators, incumbent utilities, consumer advocacy groups, and
potential market participants. As a result, the extent to which there are
legitimate competitive opportunities for alternative energy suppliers in a given
jurisdiction may vary widely, and we cannot assure you that regulatory
structures will offer us competitive opportunities to sell energy to consumers
on a profitable basis. The regulatory process could be negatively impacted by a
number of factors, including interruptions of service, significant or rapid
price increases, and other factors, which may be attributed by opponents of
competition in these markets to restructuring and to the lack of regulatory
control. The legislative and regulatory processes in some states take prolonged
periods. In a number of jurisdictions, it may be many years from the date
legislation is enacted until restructuring is completed.

In addition, although most retail energy market restructuring has been conducted
at the state and local levels, bills have been proposed in Congress in the past
that would preempt state law concerning the restructuring of the retail energy
markets. Although none of these initiatives has been successful, we cannot
assure you that federal legislation will not be passed in the future that could
materially adversely affect our business.


We may have difficulty obtaining a sufficient number of customers

We anticipate that we will incur significant costs as we enter new markets and
pursue customers by utilizing a variety of marketing methods. In order for us to
recover these expenses, we must attract and retain a large number of customers
to our service.

We may experience difficulty attracting customers because many
customers may be reluctant to switch to a new company for the supply of a
commodity as critical to their well being as electric power. A major focus of
our marketing efforts will be to convince customers that we will be a reliable
provider with sufficient resources to meet our commitments. If our marketing
strategy is not successful, our business, results of operations, and financial
condition will be materially adversely affected.

We will be required to rely on utility companies with whom we will be competing
to perform some functions for our customers


<PAGE>


Under the regulatory structures adopted in most jurisdictions, we
will be required to enter into agreements with local incumbent utilities for use
of the local distribution systems, and for the creation and operation of
functional interfaces necessary for us to serve our customers. Any delay in
these negotiations or our inability to enter into reasonable agreements could
delay or negatively impact our ability to serve customers in those
jurisdictions, which could have a material negative impact on our business,
results of operations, and financial condition.

We will also be dependent on local utilities for maintenance of the
infrastructure through which we will deliver electricity and natural gas to our
customers. We are limited in our ability to control the level of service the
utilities provide to our customers. Any infrastructure failure that interrupts
or impairs delivery of electricity or natural gas to our customers could
materially negatively impact the satisfaction of our customers with our service,
which could materially adversely affect our business.

Regulations in many markets require that the services of reading our customers'
energy meters and the billing and collection process be retained by the local
utility. In those states, we will be required to rely on the local utility to
provide us with our customers' information regarding energy usage and to pay us
for our customers' usage based on what the local utility collects from our
customers. We may be limited in our ability to confirm the accuracy of the
information provided by the local utility and we may not be able to control when
we receive payment from the local utility. We also may be limited in our ability
to create a supplier relationship with our customers. If we do not receive
payments from the local utility on a timely basis, our working capital may be
impaired.

In some markets, we will be required to bear credit risk and billing
responsibility for our customers

In some markets, we are responsible for the billing and collection functions for
our customers. In many of these markets, we may be limited in our ability to
terminate service to customers who are delinquent in payment. Even if we
terminate service to customers who fail to pay their utility bill in a timely
manner, we may remain liable to our suppliers of electricity and natural gas for
the cost of those commodities and to the local utilities for services related to
the transmission and distribution of electricity and natural gas to those
customers. The failure of our customers to pay their bills in a timely manner or
our failure to maintain adequate billing and collection programs could
materially adversely affect our business.

Our business model will depend in part on the continued growth and use of the
internet and e-commerce.

Although we will offer our products and services through many channels, an
important part of our marketing and customer service strategy will be to access
and serve our customers through Internet websites. Our business could be
materially adversely affected if use of the Internet does not continue to
develop, develops more slowly than expected, or becomes regulated in ways that
hinder our marketing efforts.


<PAGE>


Capacity constraints caused by growth in the use of the Internet may, unless
resolved, impede further development of the Internet to the extent that users
experience delays, transmission errors and other difficulties. In addition, the
adoption of the Internet for commerce and communications, particularly by those
individuals and companies that have historically relied upon alternative means
of commerce and communication, generally requires the understanding and
acceptance by our customers of a new way of conducting business and exchanging
information. Further, any state or federal regulations that impose taxes upon
commerce conducted over the Internet or define privacy rights with respect to
the use of the Internet could negatively impact the usefulness of the Internet
as a commercial medium. Therefore, if the necessary infrastructure, products,
services or facilities are not developed, or if the Internet does not become a
viable commercial medium, our business, results of operations and financial
condition could be materially adversely affected.

We may not be able to manage our growth successfully

We hope to grow and develop our business rapidly. The development of our
operations will depend upon, among other things, our ability to expand our
customer base in our initial markets and to enter new markets in a timely manner
at reasonable costs. In addition, we anticipate that our employee base will grow
to accommodate our increased customer base. As we expand our operations, we may
encounter difficulties integrating new customers and employees as well as any
legacy systems of acquired entities, such as the Columbia business. We also may
experience difficulty managing the growth of a portfolio of customers that is
diverse both with respect to the types of services they will require, the market
rules in their jurisdiction and the infrastructure delivering our products to
those customers.

Expanding our operations may also require continued development of our operating
and financial controls and may place additional stress on our management and
operational resources. If we are unable to manage our growth and development
successfully, our operating results and financial condition could be materially
adversely affected.

We may face strong competition from incumbent utilities and other competitors

In most markets, our principal competitor may be the local incumbent utility
company or its unregulated affiliates. The incumbent utilities have the
advantage of long-standing relationships with their customers, and they may have
longer operating histories, greater financial and other resources and greater
name recognition in their markets than we do. In addition, incumbent utilities
have been subject to regulatory oversight, in some cases for close to a century,
and thus have a significant amount of experience regarding the regulators'
policy preferences as well as a critical economic interest in the outcome of
proceedings concerning their revenues and terms and conditions of service.
Incumbent utilities may seek to decrease their tariffed retail rates to limit or
to preclude the opportunities for competitive energy suppliers, and otherwise
seek to establish rates, terms and conditions to the disadvantage of competitive
energy suppliers.


<PAGE>


Some of our competitors, including incumbent utilities, have formed alliances
and joint ventures in order to compete in the restructured retail electricity
and natural gas industry. Many customers of these incumbent utilities may decide
to stay with their long-time energy provider if they have been satisfied with
its service in the past. Therefore, it may be difficult for us to compete
against incumbent utilities and their affiliates for customers who are satisfied
with their historical utility provider.

In addition to competition from the incumbent utilities and their affiliates, we
may face competition from a number of other energy service providers, including
Internet start-up companies focusing on Internet marketing and online services,
and other energy industry participants who may develop businesses that will
compete with us in both local and national markets. We also may face competition
from other nationally branded providers of consumer products and services. Some
of these competitors or potential competitors may be larger and better
capitalized than us.

No Assurance of Liquidity

The liquidity of our common stock traded in the OTC:BB market is currently
limited and there can be no assurance that an active liquid trading market will
develop in the near future. Furthermore, certain shares are "Restricted
Securities" as that term is defined in Rule 144 under the 1933 Act and, as a
result, cannot be resold without registration under the 1933 Act or an exemption
from registration. As a result, purchasers must bear the economic risk of their
investments for an indefinite period of time and may have difficulty in selling
the shares, if an when they decide to do so.

Need to comply with extensive governmental regulation can increase our costs and
slow our growth

Significant regulations imposed at the international, federal, state and local
levels govern the provision of utility services and affect our business and our
existing and potential competitors. Delays in receiving required regulatory
approvals, the enactment of new and adverse legislation, regulations or
regulatory requirements or the application of existing laws and regulations to
certain services may have a material adverse effect on our business, financial
condition, results of operations and cash flow. In addition, future legislative,
judicial and regulatory agency actions could alter competitive conditions in the
markets in which we intend to operate, in ways not necessarily to our advantage.


<PAGE>



ITEM 2. DESCRIPTION OF PROPERTY

The Company's offices are presently located at 24 Greenway Plaza, Suite 1826,
Houston, Texas, which space is provided to us by Mr. Neil Leibman. The office
facility consists of approximately 800 square feet of office space. The space
made available to us at the offices of Mr. Leibman are sufficient for the
foreseeable future, until such time as we shall consummate a new business
opportunity.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(A) Market Information

Our Common Stock was listed for trading on the OTC Bulletin Board (OTCBB) under
the symbol "GEXA" until our common stock was delisted in 1992 following our
bankruptcy filing under Chapter XI after which date our common stock was quoted
from time to time on the pink sheets under the symbol GEXA. However, we do not
believe that there has been any active trading market in the Company's common
stock during 1999 and 2000. The Company changed its symbol to GEXC in March 31,
2001. We were also delisted from the OTCBB as a result of our not being a
current reporting company under the Exchange Act. Our common stock became again
subject to quotation on the OTC:BB market on January 2, 2002.

The following information with respect to the high and low bid price of our
shares was obtained from the National Quotation Bureau. On February 10, 2001,
our shares were subject to a 1 for 25 reverse split, and the table below
reflects such information.

<TABLE>
<CAPTION>


                                              High                  Low
                                              ----                  ---
Calendar 2001

<S>                                           <C>                  <C>
Quarter Ended March 31,*                      $0.75                $0.75
Quarter Ended June 30,
                                              $1.45                $0.25
Quarter Ended September 30,
                                              $3.00                $1.10
Year Ended December 31, 2001
                                              $3.00                $1.01

Calendar 2002
Period Ending February 14, 2002               $7.00                $2.75

</TABLE>

(*) On February 10, 2001, we had a 1 for 25 reverse stock split and the price of
the shares reflects this share recapitalization.


<PAGE>


(B) Holders of Common Stock

At March 25, 2002, there were approximately 2,606 holders of record of Gexa
Corp.'s common stock.

(C) Dividends

We have never paid any of dividends on our Common Stock, have no funds from
which to pay dividends and do not intend to pay dividends for the foreseeable
future. We intend to retain earnings, if any, to finance the development and
expansion of our business. Payment of dividends in the future will depend, among
other things, upon our ability to generate earnings, its need for capital and
its overall financial condition.


<PAGE>



Recent sales of unregistered Securities

The following information is given with regard to unregistered securities sold
by Gexa during the past three years, including the dates and amounts of
securities sold; the persons to whom we sold the securities; the consideration
received in connection with such sales and if the securities were issued or sold
other than for cash, the description of the transaction and the type and amount
of consideration received.

<TABLE>
<CAPTION>


                             Amount of Securities
Date           Title               Sold                 Persons                 Cash or Non Cash Consideration
----           -----         --------------------      ---------                ------------------------------

<S>            <C>                <C>              <C>                          <C>
03/21/01       Common Stock       2,840,000        Neil Leibman, Officer        Non-cash compensation for services provided
                                                      and Director              valued at $.01 per share

03/21/01       Common Stock        960,000         Marcie Zlotnik, Officer      Non-cash compensation for services provided
                                                        and Director            valued at $.01 per share

04/03/01       Common Stock        10,000               Mark Fichter            non-cash consideration for business consulting
                                                                                services provided

04/03/01       Common Stock        30,000               Meryl Roberts           non-cash consideration for business consulting
                                                                                services provided

04/03/01       Common Stock        40,000         Sundowner Holdings, Inc.      non-cash consideration for business consulting
                                                                                services provided

04/20/01       Common Stock        75,000               Jack Kamrath            non-cash consideration for business consulting
                                                                                services provided

                                                         Affordable
04/20/01       Common Stock        500,000           Telecommunications         Private Placement for $0.10 per share or
                                                   Technology Corporation       $50,000(1)

05/10/01       Common Stock         8,000             Richard T. Wagner         Converted preferred stock into common stock at
                                                                                1 for 25

07/17/01       Common Stock         4,761              Justin L. Rice           Converted preferred stock into common stock at
                                                                                1 for 25

08/03/01       Common Stock        300,000           Boxer Capital, Ltd.        Purchase of assets of EZ Utilities, Inc. valued
                                                                                at $.2 per share(2)

08/07/01       Common Stock          216              Robert D. Dougal          Converted preferred stock into common stock at
                                                                                1 for 25

08/07/01       Common Stock         4,761               Gary L. Rice            Converted preferred stock into common stock at
                                                                                1 for 25

08/27/01       Common Stock        10,000              Virginia Brown           Private Placement for $1.25 per share or
                                                                                $12,500(1)

08/27/01       Common Stock        12,000             Angelo Controneo          Private Placement for $1.25 per share or
                                                                                $15,000(1)

08/27/01       Common Stock         1,500             Anthony Decarolis         Private Placement for $1.25 per share or
                                                                                $1,875(1)

08/27/01       Common Stock         1,000              Thomas Gentile           Private Placement for $1.25 per share or
                                                                                $1,250(1)

08/27/01       Common Stock        10,000             James Krzystofik          Private Placement for $1.25 per share or
                                                                                $12,500(1)

08/27/01       Common Stock         2,000              Frank Leskinen           Private Placement for $1.25 per share or
                                                                                $2,500(1)

08/27/01       Common Stock         8,000           E. Vince Matthews III       Private Placement for $1.25 per share or
                                                                                $10,000(1)

08/27/01       Common Stock         1,500            Robert Sanzoverino         Private Placement for $1.25 per share or
                                                                                $1,875(1)

<PAGE>



08/27/01       Common Stock        25,000         Bernhard J. Seringer III      Private Placement for $1.25 per share or
                                                                                $31,250(1)

08/27/01       Common Stock        22,500               John Seringer           Private Placement for $1.25 per share or
                                                                                $28,125(1)

09/01/01       Common Stock        40,000         Marcie Zlotnick, Officer      Non-cash compensation for services provided,
                                                        and Director            valued at $.2 per share

09/10/01       Common Stock        12,000            Azar Computer, Inc.        Private Placement for $1.25 per share or
                                                                                $15,000(1)

09/10/01       Common Stock        10,000                Danie Brent            Private Placement for $1.25 per share or
                                                                                $12,500(1)

09/10/01       Common Stock        24,000               Mike Craddock           Private Placement for $1.25 per share or
                                                                                $30,000(1)

09/10/01       Common Stock         2,500              Richard Goward           Private Placement for $1.25 per share or
                                                                                $3,125(1)

09/10/01       Common Stock        16,000             Grover Family LP          Private Placement for $1.25 per share or
                                                                                $20,000(1)

09/10/01       Common Stock        24,000              John Middleton           Private Placement for $1.25 per share or
                                                                                $30,000(1)

09/10/01       Common Stock        40,000          Michael & Deena Santori      Private Placement for $1.25 per share or
                                                            JTTEN               $50,000(1)

09/10/01       Common Stock         8,000                Roger Shipp            Private Placement for $1.25 per share or
                                                                                $10,000(1)

09/10/01       Common Stock         8,000                Sharon Tuan            Private Placement for $1.25 per share or
                                                                                $10,000(1)

09/10/01       Common Stock         8,000             Thomas Wilkinson          Private Placement for $1.25 per share or
                                                                                $10,000(1)

10/12/01       Common Stock        40,000                Bob Allison            Private Placement for $1.25 per share or
                                                                                $50,000(1)

10/12/01       Common Stock         8,000               Paul Bessette           Private Placement for $1.25 per share or
                                                                                $10,000(1)

10/12/01       Common Stock         8,000               Mike Cradock            Private Placement for $1.25 per share or
                                                                                $10,000(1)

10/12/01       Common Stock         4,000                Bill French            Private Placement for $1.25 per share or
                                                                                $5,000(1)

10/12/01       Common Stock        10,000             James Krzystofik          Private Placement for $1.25 per share or
                                                                                $12,500(1)

10/12/01       Common Stock        12,000          Marcus & Trina Malinak,      Private Placement for $1.25 per share or
                                                            JTTEN               $15,000(1)

10/12/01       Common Stock        20,000              Mike McAuliffe           Private Placement for $1.25 per share or
                                                                                $25,000(1)

10/12/01       Common Stock         8,000            John McCormick, Jr.        Private Placement for $1.25 per share or
                                                                                $10,000(1)

10/12/01       Common Stock        20,000          Odyssey Marketing Group      Private Placement for $1.25 per share or
                                                                                $25,000(1)

10/12/01       Common Stock        10,000             Bradford N. Oesch         Shares issued in lieu of cash for interest
                                                                                payment of 6% p.a on a note

10/12/01       Common Stock         8,000               Norris Taylor           Private Placement for $1.25 per share or
                                                                                $10,000(1)

10/12/01       Common Stock         2,500                Karl Victor            Private Placement for $1.25 per share or
                                                                                $3,125(1)

12/03/01       Common Stock        20,000               Stanley Beard           Private Placement for $1.25 per share or
                                                                                $25,000(1)


<PAGE>


12/03/01       Common Stock         8,000               David Glosner           Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock         8,000              Robert Glosner           Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock         8,000               Dewey Coffman           Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock        16,000               Brian Ellard            Private Placement for $1.25 per share or
                                                                                $20,000(1)

12/03/01       Common Stock        10,000               Robert Batch            Private Placement for $1.25 per share or
                                                                                $12,500(1)

12/03/01       Common Stock         8,000               Robert Carza            Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock        35,000        Holland Business Ventures,     Private Placement for $1.25 per share or
                                                            Inc.                $43,750(1)

12/03/01       Common Stock         7,000             Susan L. Holland          Private Placement for $1.25 per share or
                                                                                $8,750(1)

12/03/01       Common Stock         4,000         Mastermind Alliance, Inc.     Private Placement for $1.25 per share or
                                                                                $5,000(1)

12/03/01       Common Stock        24,000        Douh & Stacey Mullen, JTTEN    Private Placement for $1.25 per share or
                                                                                $30,000(1)

12/03/01       Common Stock        10,000         Shane & Shelly Phillips,      Private Placement for $1.25 per share or
                                                            JTTEN               $12,500(1)

12/03/01       Common Stock         8,000                Mouna Raad             Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock         8,000               Mike Samouch            Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock        12,000              Bob Stamatatos           Private Placement for $1.25 per share or
                                                                                $15,000(1)

12/03/01       Common Stock         8,000              Maryann Thomson          Private Placement for $1.25 per share or
                                                                                $10,000(1)

12/03/01       Common Stock         4,000                 Neil West             Private Placement for $1.25 per share or
                                                                                $5,000(1)

12/17/01       Common Stock        120,000            Steven H. Bethke          For services as former director, non
                                                                                cash-compensation

12/19/01       Common Stock         2,000               Adolfo Celis            Non-cash compensation to employee

12/19/01       Common Stock         2,000               Jody Heinhold           Non-cash compensation to employee

12/03/01       Common Stock         2,500               Jamie Bigell            Non-cash compensation to employee

12/03/01       Common Stock        360,000        Neil Leibman, Officer and     Converted a $25,000 note into restricted shares
                                                          Director


</TABLE>


(1) We relied upon Section 4(2) of the Act as the basis for the exemption from
the registration requirements of the Act and there was no public solicitation
involved. The shares of restricted common stock were sold to private investors
who are "accredited investors" as defined under Rule 501(a)(3) under the Act.
All recipients either received adequate information about the Company or had
access, through employment or other relationships, to such information.

(2) On July 1, 2001, the Company purchased assets of EZ Utilities valued at
$85,600, which consisted of software and contracts with vendors, an entity
controlled by Neil Leibman, our CEO and Chairman, for 300,000 restricted shares
and the assumption of a $25,000 note payable. Boxer Capital, Ltd is an entity
controlled by our CEO and Chairman, Mr. Leibman.


<PAGE>



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis and plan of operation contain some
forward-looking statements. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. They
use words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. From time to
time, we also may provide forward-looking statements in other materials we
release to the public.

Also note that we provide cautionary discussion of risks,
uncertainties and possibly inaccurate assumptions relevant to our business under
the section entitled "Risk Factors" under Item 1 Part 1. Other factors besides
those listed could also adversely affect us in the future.

Overview

During fiscal year 2001, we entered into the business of reselling electricity
in Texas, which became a deregulated industry effective January 1, 2002. On June
19, 2001, Gexa submitted an application to the Public Utility Commission of the
State of Texas for the purpose of becoming a retail reseller of electricity to
residential and small commercial customers in Texas. Under Texas law, beginning
January 1, 2002, customers may elect to purchase electricity from independent
resellers, such as Gexa. Gexa is targeting the rapidly restructuring residential
and commercial electricity consumers. We believe we are well-positioned to
succeed because other competitors are not focusing on short term residential and
apartment dweller markets. We have cross marketing and affiliate programs with
companies that sell goods to this potential market such as cell phone stores and
bundled service providers; and our management team has significant marketing
experience in a deregulated environment. The Company has already been successful
against larger, better capitalized companies in selling to its target market
(residential and commercial customers) in a deregulated environment. See also
disclosure under Item 1. Description of Business.

Results of Operations

During the years ended December 31, 2001 and 2000, we generated no revenues from
any business operations. We incurred administrative expenses of $852,830 in
fiscal year ended December 31, 2001 compared to no administrative expenses in
fiscal year ended December 31, 2000. Our adminitrative expenses in 2001 were
principally related to the submission of an application to the Public Utility
Commission of the State of Texas for the purpose of becoming a retail reseller
of electricity to residential and small commercial customers in Texas, which
application was approved in August 2001. In fiscal year 2001, we had interest
income in the amount of $4,783, which interest income was offset by interest
expenses of $6,018. We had a net loss of $696,579 or $(.17) per share in 2001.


<PAGE>


Liquidity and Capital Resources

We had no assets and no liabilities in fiscal year 2000.

At December 31, 2001, we had current assets of $585,514 in cash and cash
equivalents. We had total other assets of $343,086 consisting of $85,600 in
intangible assets, a deferred tax asset of $157,486 and $100,000 deposited in
connection with our PUC license application. We had total assets of $930,072 at
December 31, 2001.

Our total current liabilities at December 31, 2001 were $221,373, which
consisted mainly of accounts payable. We had also a $100,000 long-term note
outstanding as of December 31, 2001.

We had negative cash flow from operations of $346,284. Our cash used in
investing activities was $1,550 during 2001. We computer equipment valued at
$1,550 in 2001. We generated $933,348 from financing activities in 2001 through
the issuance. We received $200,000 from the issuance of notes, $902,725 from the
issuance of restricted shares and $30,800 from contributions by our officers.

Gexa is targeting the rapidly restructuring residential and commercial
electricity consumers. We believe we are well-positioned to succeed because
other competitors are not focusing on short term residential and apartment
dweller markets. We have cross marketing and affiliate programs with companies
that sell goods to this potential market such as cell phone stores and bundled
service providers; and our management team has significant marketing experience
in a deregulated environment. The Company has already been successful against
larger, better capitalized companies in selling to its target market
(residential and commercial customers) in a deregulated environment.

We may determine to seek to raise additional funds from the sale of equity or
debt securities or other borrowings. We may issue additional shares to the
extent that such additional shares are issued, our shareholders will experience
a dilution in their ownership interest.

There currently are no limitations on our ability to borrow funds. However, our
limited resources and may make it difficult to borrow additional funds. The
amount and nature of any borrowing by us will depend on numerous factors,
including Gexa's capital requirements, potential lenders' evaluation of Gexa's
ability to meet debt service on borrowing and the then prevailing conditions in
the financial markets, as well as general economic conditions. The inability of
Gexa to borrow additional funds, or to provide funds for an additional infusion
of capital, may have a material adverse affect on Gexa's financial condition and
future prospects. To the extent that debt financing ultimately proves to be
available, any borrowing will subject Gexa to various risks.


<PAGE>



ITEM 7. FINANCIAL STATEMENTS

Set forth below are the audited financial statements for the Company for the
year ended December 31, 2001 and 2000.


                       INDEX TO FINANCIAL STATEMENTS

                                                                         Page
Independent Auditors' Report
                                                                          14
Balance Sheets December 31, 2001 and December 31, 2000
                                                                          15
Statements of Operations
Stockholders' Equity                                                      15
                                                                          15
Statements of Cash Flows
Notes to Financial Statements                                             16


PLACE AUDIT OPINION HERE


<PAGE>



<TABLE>
<CAPTION>


                                   GEXA CORP.
                                 Balance Sheets


                ASSETS                  December 31, 2001   December 31, 2000
Current assets:
<S>                                     <C>                   <C>
   Cash and cash equivalents            $        585,514      $             -
                                          --------------     ----------------
       Total current assets                      585,514                    -
                                          --------------     ----------------
Property and equipment:
   Computer equipment                              1,550                    -
    Less: Accumulated depreciation                    78                    -
                                          --------------     ----------------
       Net property and equipment                  1,472                    -
                                          --------------     ----------------

Other assets:
   EZ-Utilities website                           85,600                    -
   Deposit-PUC                                   100,000                    -
                                          --------------     ----------------
   Deferred Income Taxes                         157,486
                                          --------------     ----------------
       Total other assets                        343,086                    -
                                          --------------     ----------------

     Total Assets
                                         $       930,072     $              -
                                          ==============     ================


         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                      $       217,505     $              -

   Customer deposits                                 350                    -
   Accrued interest payable                        3,518                    -
                                          --------------     ----------------
       Total current liabilities                 221,373                    -
                                          --------------     ----------------

Long-term liabilities
   Notes payable-officer                         100,000                    -
                                          --------------     ----------------
       Total liabilities                         321,373                    -
                                          --------------     ----------------

Stockholders' equity (deficit):
 Preferred stock, $.05 par value;
  2,500,000 shares authorized; 944,495
  shares issued and outstanding in 2000                -               47,225
 Common stock, $.01 par value;
  75,000,000 shares authorized;
  6,485,422 shares issued and outstanding
  in 2001 and 8,504,425 shares issued
  and outstanding in 2000                         64,854               85,044
 Additional paid-in capital                    4,058,205            2,685,512
 Deficit accumulated during development
  stage                                         (696,579)          (2,817,781)
 Accumulated deficit from prior operations    (2,817,781)          (2,817,781)
                                          --------------     ----------------
   Total stockholders' equity                    608,699                    -
                                          --------------     ----------------
    Total Stockholders' Equity and
     Liabilities                          $      930,072     $              -
                                          ==============     ================

The accompanying notes to financial statements are an integral part of these
financial statements.

</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                   GEXA CORP.
                        (A Development Stage Enterprise)
                            Statements of Operations

                                                                     January 1,
                                                                           2001
                                               Year Ended           (Inception)
                                               December 31,              to
                                                                    December 31,
                                            2001        2000          2001
<S>                                    <C>           <C>         <C>
Revenues                               $         -   $       -   $          -
Operating expenses
   Administrative                          852,830           -        852,830

Income (loss) from operations            (852,830)           -       (852,830)

Other income (expense)
   Interest income                           4,783           -          4,783
   Interest expense                        (6,018)           -         (6,018)

Income before taxes                      (854,065)                   (854,065)
   Income tax benefit                      157,486                    157,486
                                        -----------   ---------   -----------

Net income (loss)                      $ (696,579)   $       -   $   (696,579)
                                        ===========   =========   ===========
                                       $     (.17)   $       -   $       (.17)
                                        ===========   =========   ===========

Basic net income (loss) per share

Basic weighted average common shares
 outstanding                              4,209,177     348,142     4,209,177
                                        ===========   =========   ===========

Diluted net income (loss) per share    $       (.17) $        -  $       (.17)
                                        ===========   =========   ===========

Diluted weighted average common shares
 outstanding                              4,209,177     385,922     4,209,177
                                        ===========   =========   ===========

The accompanying notes to financial statements are an integral part of these
financial statements.


</TABLE>


<PAGE>


<TABLE>
<CAPTION>



                                   GEXA CORP.
                       Statements of Stockholders' Equity
                 For the Years Ended December 31, 2000 and 1999




                                                                                             Deficit
                                    Preferred             Common                    Addi-    Accumulated   Accumulated
                                    Stock                 Stock                     tional   During        Deficit
                                    Number                Number                    Paid-in  Development   Prior
                                    of Shares    Amount   of Shares     Amount      Capital  Stage         Operations        Total
                                    ---------    ------   ---------     ------      -------  -----------   -----------      -------

<S>                                  <C>      <C>        <C>        <C>        <C>           <C>         <C>            <C>
Balance, Dec. 31, 1999 (unaudited)    944,495  $ 47,225   8,504,425  $  85,044  $ 2,685,512   $        -  $ (2,817,781)  $        -
Net income (loss)                                                                                                    -            -
                                    ---------   -------   ---------   --------    ---------    ---------    ----------    ---------
Balance, Dec. 31, 2000                944,495    47,225   8,504,425     85,044    2,685,512                 (2,817,781)           -


Converted preferred stock into
common stock                        (944,495)  (47,225)     944,495      9,445       37,780                          -            -

1 to 25 reverse stock split                              (9,062,998)   (90,630)      90,630                          -            -

Issued common stock for services                          4,115,000     41,150        7,680                                  48,830

Issued common stock to EZ
 Utilities assets                                           300,000      3,000       57,600                                  60,600

Issued common stock for note
 interest                                                    10,000        100        2,400                                   2,500

Investors purchased common stock                          1,314,500     13,145      889,580                                 902,725

Contributions by officers                                                            30,800                                  30,800

Issued common stock to repay
 officer loan                                               360,000      3,600      356,400                                 360,000

Broker's commissions and other                                                     (100,177)                               (100,177)

Net income (loss)                                                                               (696,579)            -     (696,579)
                                    ---------   -------   ---------    -------    ---------    ---------    ----------    ---------
Balance, Dec. 31, 2000                      -  $      -   6,485,422   $ 64,854  $ 4,058,205     (696,579) $(2,817,781)   $  608,699
                                    =========   =======   =========    =======    =========    =========    ==========    =========

The accompanying notes to financial statements are an integral part of these
financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>



                                   GEXA CORP.
                        (A Development Stage Enterprise)
                             Statements of Cash Flow

                                                                                             January 1,
                                                                                                   2001
                                                                         Year Ended         (Inception)
                                                                         December 31,                to
                                                                                           December 31,
                                                                      2001        2000             2001
Cash Flow from Operating activities:
Net cash provided (used in) operating activities
<S>                                                            <C>           <C>         <C>
Net income (loss)                                              $   (696,579) $         - $    (696,579)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities
   Depreciation                                                           78           -             78
   Stock issued to officers, directors and
    consultants for services                                         383,830           -        383,830
   Stock issued to pay note interest                                   2,500           -          2,500
   Increase in deposits                                            (100,000)           -      (100,000)
   Increase in deferred income taxes                               (157,486)                  (157,486)
   Increase in accounts payable                                      217,505           -        217,505
   Increase in customer deposits                                         350           -            350
   Increase in accrued interest payable                                3,518           -          3,518
                                                                ------------  ----------    -----------

Net cash provided by (used in) operating activities                (346,284)           -      (346,284)
                                                                ------------  ----------    -----------

Cash flows from investing activities:
   Purchase of computer equipment                                    (1,550)           -        (1,550)
                                                                ------------- ----------    -----------
Net cash provided by (used in) investing activities                  (1,550)           -        (1,550)
                                                                ============= ==========    ===========

Cash flows from financing activities:
   Proceeds from notes payable                                       200,000           -        200,000
   Proceeds from sale of common stock                                902,725           -        902,725
   Additional contributions by officers                               30,800           -         30,800
   Payment on note payable                                         (100,000)           -      (100,000)
   Payments to corporation consultants                              (33,500)           -       (33,500)
   Payments to stock brokers                                        (60,510)           -       (60,510)
   Payments for stock offering expenses                              (6,167)           -        (6,167)
                                                                ------------  ----------    -----------
Net cash provided by (used in) financing activities                  933,348           -        933,348
                                                                ============  ==========    ===========

Increase (decrease) in cash                                          585,514           -        585,514
Cash at beginning of period                                                -           -              -
Cash at end of period                                          $     585,514 $         - $      585,514
                                                                ============  ==========    ===========

The accompanying notes to financial statements are an integral part of these
financial statements.

</TABLE>


<PAGE>



Supplemental Disclosure of Cash Flows Information

Cash paid during the period for interest $       0  $         0 $         0
                                          ---------  ----------  ----------

Supplemental Disclosure of Noncash Transactions

On March 21, 2001, the board authorized the issuance of 2,840,000 shares of
common stock to the Company's Chairman, 960,000 shares to the Company's
President, 120,000 shares to three directors, and 155,000 shares to consultants
for services rendered at a price of $.01 per share.

On July 1, 2001, the Company purchased assets valued at $85,600, which consisted
of software development and contracts with vendors, of EZ Utilities for 300,000
shares of common stock and the assumption of a $25,000 note payable to the
Company's Chairman. The stock was priced at $.202 per share.

On September 1, 2001, the company issued 40,000 shares of common stock to its
President for services rendered at a price of $.202 per share.

On October 1, 2001, the Company issued 10,000 shares of common stock to repay
three months of interest on a $100,000 note. (See Note 3.)

On December 31, 2001, the Company issued 360,000 shares of common stock to
Chairman to repay the above $25,000 note.


<PAGE>



                                   Gexa Corp.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

1. Organization:

GEXA Corporation (the Company or GEXA) was incorporated on April 1, 1985 under
the laws of the state of Nevada for the purpose of exploring and developing
silver and gold mineral properties in the Western United States.

On November 1, 1989, the Company ceased being a development stage company with
the commencement of commercial production of gold at the Mother Lode mine, a
heap leach facility near Beatty, Nevada.

During the three months ended June 30, 1992, the Company filed for bankruptcy
and disposed of all of its assets and liabilities. It was inactive since the
bankruptcy settlement until new management and investors assumed control of the
Company at the beginning of 2001. Since January 1, 2001, the Company has devoted
its activities to raising capital and to become a licensed retail electricity
provider. Accordingly, the Company is classified as a Development Stage
Enterprise, effective January 1, 2001.

2. Significant Accounting Policies:

Use of estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Cash and Cash Equivalents:

The Company considers all highly liquid short-term investments purchased with a
maturity of three months or less to be cash equivalents.

Property, Equipment and Depreciation:

Property additions, major renewals and betterments are included in the assets
accounts at cost. Maintenance, repairs and minor renewals are charged to
earnings when incurred.

Depreciation is computed using the modified accelerated cost recovery system
over the estimated useful lives of the assets, which is three years for computer
equipment. Although, this method is not a generally accepted accounting
principle, the difference between it and any other acceptable method is
immaterial to the current financial statements.


<PAGE>


Long-Lived Assets:

The Company periodically reviews the values assigned to long-lived assets, such
as property and equipment and acquired customer bases, to determine whether any
impairments are other than temporary. Management believes that the long-lived
assets in the accompanying balance sheets are appropriately valued.

Income Taxes:

The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standard No. 109, "Accounting for Income Taxes"
(Statement 109). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.

Earnings (loss) per share:

The Company presents "basic" earnings (loss) per share and, if applicable,
"diluted" earnings per share pursuant to the provisions of Statement of
Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). The
basic weighted average number of shares was computed as if the February 10, 2001
1 to 25 reverse stock split occurred on December 31, 1999. Basic earnings (loss)
per share is calculated by dividing net income or loss by the weighted average
number of shares outstanding during each period. The calculation of diluted
earnings (loss) per share is similar to that of basic earnings per share, except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if all of the stock warrants were
exercised. Because of the net loss, diluted earnings (loss) per share will be
the same as basic for the year ending December 31, 2001.

Comprehensive income:

Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income," (SFAS 130), requires that total comprehensive income be reported in the
financial statements. There were no components of comprehensive income;
consequently, no separate statement of comprehensive income has been presented.

Recent accounting pronouncements:

In the periods reported, the Company was subject to the provisions of Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." This statement had no impact
on the Company's financial statements as the Company's financial statements
reflect how the "key operating decisions maker" views the business. The Company
will continue to review this statement over time to determine if any additional
disclosures are necessary based on evolving circumstances.


<PAGE>


3. Notes Payable

On May 31, 2001, the Chairman of the Company lent the Company $100,000 for five
years evidenced by an unsecured promissory note with an interest rate of 6% per
annum. On June 30, 2001, an unrelated individual advanced the Company $100,000
and received 10,000 shares of common stock as interest when the note was repaid
on October 1, 2001.

On July 1, 2001, the Company assumed a five-year 6%, $25,000 note payable to the
Chairman. On December 31, 2001, the Company repaid this note and the accrued
interest by issuing 360,000 shares of common stock to the Chairman.

4. Stock Transactions

On February 10, 2001, the 944,495 shares of convertible preferred stock were
converted into 944,495 shares of common stock. On the same day, the board of
directors voted to execute a 1 to 25 reverse stock split.

On March 21, 2001, the board authorized the issuance of 2,840,000 shares of
common stock to the Company's Chairman, 960,000 shares to the Company's
President, 120,000 shares to three directors, and 155,000 shares to consultants
for services rendered at a price of $.01 per share.

On April 19, 2001, the Company sold 500,000 shares of stock to an unaffiliated
corporation for $50,000.

On July 1, 2001, the Company purchased the assets of EZ Utilities Corp., a Texas
corporation, for 300,000 shares of common stock. The assets consist of a web
site that serves as a sign-up portal for utility and other services. The Company
also assumed a $25,000 note payable to the Company's Chairman. The Company's
Chairman of the Board was EZ Utilities Corp.'s President and majority
stockholder. The Company intends to sell the portal including the underlying
contracts, contracts relating to the continued service and maintenance of the
site itself.

On September 1, 2001, the Company issued 40,000 shares of common stock to its
President for services rendered at a price of $.202 per share.

On October 1, 2001, the company issued 10,000 shares of common stock to repay
three months of interest on a $100,000 note. (See Note 3.)

During the year ending on December 31, 2001, the Company sold 814,500 shares of
common stock to unrelated investors.


<PAGE>


On September 30, 2001, the Board authorized stock options to the Chairman and
President, to purchase 600,000 shares of common stock at $1.50 per share,
expiring at December 31, 2005; and stock options to employees, to purchase 5,500
shares of common stock at $1.75 per share, expiring at December 31, 2002. Under
APB 25, since the fair market value of the common stock is less than the strike
price, no compensation has been recorded. ( See Note 5.)

On December 31, 2001, the Company issued 360,000 shares of common stock to repay
the $25,000 note. (See above.) The common stock was valued at $1.00 per share.

As of December 31, 2001, 1,301,872 warrants have been issued to promoters and
shareholders permitting the purchase of shares of common stock at $1.75 per
share. These warrants expire on August 31, 2002.

<TABLE>
<CAPTION>


5. Stock Option Activity
                                                             Average Per Share
                                              Shares        ------------------
                                            Subject to      Exercise     Market
                                              Option         Price       Price
                                            ----------      --------     -----
<S>                                           <C>            <C>         <C>
Options granted Sept. 30, 2001 to officers    600,000        $ 1.50      $1.50

Options granted Sept. 30, 2001 to
 other employees                                5,500         $1.75      $1.50

Options Exercised                                   -             -          -

Balance at December 31, 2001                  605,500         $1.50      $3.01


</TABLE>


6. Income Taxes

At December 31, 2001, the Company has a deferred income tax asset of $157,486,
resulting from the net operating loss for the year then ended (which expires in
the year 2016) and from the tax deferred billing and data transfer set-up costs
of $308,162. These set-up costs will be amortized over five years beginning in
2002 for tax purposes. The income tax benefit decreased the net loss per share
by $.03.

7. Concentration of Credit Risk

During the year ended December 31, 2001, the Company has maintained cash
balances which did exceed the Federal Deposit insurance (F.D.I.C.) limit of
$100,000.


<PAGE>


8. Billing and Data Transfer Set-up Costs

At May 31, 2002, it was determined that $308,162 of the costs to set up the
billing and data transfer system should be included in administrative expenses
rather than capitalized as amortizable intangible assets. Consequently, the
total assets were reduced by that amount, and the net loss was increased by the
same amount. This reclassification also increased the net loss per share by
$.07.

At the same date, the remaining $85,600 of intangible assets were reclassified
to EZ-Utilities web site.

9. Issuance of Common Stock to Repay Officer's Note

The December 31, 2001 settlement of the officer's $25,000 note with 360,000
shares of common stock was originally valued at $25,000. On August 15, 2002, the
Company determined that the fair market value of the stock should have been
recorded at $360,000. This increased the additional paid-in capital by $335,000
and increased the net loss by $335,000.

10. Subsequent Event

As of January 1, 2002, the Company entered into an agreement with an unrelated
corporation who will provide a credit facility. The corporation will receive a
graduated credit fee beginning at the rate of 0.50% for the first $2,500,000 of
electricity purchases. The corporation also received 300,000 stock options
exercisable at $0.05 per share beginning on December 31, 2004. The corporation's
stock options represent a 5% anti-dilution equity ownership through December 31,
2004.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.


<PAGE>



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

At present, we have two executive officers and five directors. We have elected
to maintain seven board seats to serve three year staggered terms. We may elect
more additional directors and appoint additional officers in connection with a
Business Combination transaction. Our director(s) are elected to serve until the
next annual meeting of shareholders and until his (their) respective successors
will have been elected and will have qualified.

The following table sets forth as the name, age and position held with respect
to our directors and executive officer:


Name                        Age            Positions                   Term
----                        ---            ---------                   ----
Neil Leibman                 41           CEO, Chairman               one year
Marcie Zlotnik               39      President, and Director          one year
Stuart C. Gaylor             40             Director                  one year
Dan C. Fogarty               37             Director                  one year
Bobby Orr                    41             Director                  one year
Tom D. O'Leavy               43             Director                  one year

Mr. Leibman, CEO: Mr. Neil Leibman has an undergraduate degree from Emory
University and a Juris Doctor and Master of Business Administration degree from
the State University of New York at Buffalo. Since 1984, Mr. Leibman has been
practicing law in Texas. His law firm is specialized in corporate law and
business litigation. Mr. Leibman currently sits on the Board of Directors of
Sundowner Pools & Landscape, Inc. and EZUtilities Corp. In addition, he serves
as Vice Chairman of the Board of Trustee of The Fay School and on the
Development Council of Texas Children's Hospital. Mr. Leibman has not held any
position in a reporting public company during the last five years.

Ms. Marcie Zlotnik, President: Ms. Zlotnik graduated in 1987 from the University
of Texas at Austin with a Bachelor of Business Administration in Accounting. Ms.
Zlotnik has been working in the telecommunication industry for the last 10
years. During these years, Mr. Zlotnik was Chief Operating Officer for Coastal
Telephone Company, which was sold to Broadwing Communication. Following her
managing position at Coastal Telephone Company, Ms. Zlotnik became President of
TotalNet Communications, Inc., a long distance telephone company in Houston,
Texas. Mrs. Zlotnik has not held any position in a reporting public company
during the last five years.

Stuart C. Gaylor: Mr. Gaylor is a 1983 graduate of the University of Texas where
he graduated with a Bachelor of Business Administration degree with a major in
Accounting and Data Processing. Mr. Gaylor is President and Chief Financial
Officer of Al's Formal Wear of Houston, Ltd., one of the country's largest
formal wear retail and rental chains. Al's Formal wear is the parent company of
BridesMart, Ascot Tuxedos, Louise Blum, A.B. Graham Formal Clothiers and Ascot
Formal Wear.

<PAGE>


Dan C. Fogarty: Mr. Fogarty graduated in 1990 with a B.A. in Marketing from St.
Edwards University. Mr. Fogarty served as an account supervisor for Banner Radio
in Houston until 1993 when he joined Fogarty Klein Monroe, a full service
marketing and advertising agency with annual billings of over $250 million to
head up its non-traditional media unit. In 1999, he co-founded Worldtalk,
L.L.C., a company that provides long distance service to Central America and the
Spanish speaking Caribbean. Mr. Fogarty also serves as a director of Worldtalk.

Bobby Orr: Mr. Orr graduated from the University of Texas. For the last five
years, he has been involved in every aspect of the real estate business.
Currently, Mr. Orr develops commercial projects, which he either sells and
manages or maintains for his own portfolio of projects.

Tom D. O'Leary: Mr. O'Leary received an undergraduate degree in 1981 of
Architecture and a Master of Business Administration degree in 1984, both from
the University of Houston. Since 1991 he has been president of PDS Group and PDS
Management Group, LLC, a real estate project management company focused on
independent oversight for construction and development projects throughout the
Southwest. Mr. O'Leary currently sits on the Board of The Fay School and MUD 89
located in Montgomery County.

Section 16(a) Beneficial Ownership Reporting Compliance:

Name of Officer/Director                                  Forms Filed
------------------------                                 -------------
Neil Leibman                                           Forms 3, 4 and 5
Marcie Zlotnik                                         Forms 3, 4 and 5


<PAGE>


<TABLE>
<CAPTION>



ITEM 10. EXECUTIVE COMPENSATION

                                                                                      Long Term Compensation
                                                                             ----------------------------------------
                                                 Annual Compensation                    Awards                Payouts
                                           --------------------------------  ------------------------------   -------
                                                                                                Securities
                                                               Other Annual  Restricted Stock   Underlying     LTIP      All other
Name and Principal Position(1)      Year   Salary    Bonus     Compensation       Award         Options/SAR   Payouts   compensation
                                   ------  ------   -------    ------------  ----------------   -----------   -------   ------------
                                            ($)       ($)          ($)             ($)             (#)          ($)         ($)

<S>                                 <C>    <C>         <C>     <C>                  <C>             <C>          <C>         <C>
Neil Leibman, CEO, Director,        2001   20,000      0       2,840,000(1)         0               0            0           0
Since 3-2001

Marcie Zlotnik, President,          2001   12,950      0       1,000,000(2)         0               0            0           0
Director since 3-2001

Stuart C. Gaylor, Director since    2001     0         0            0               0               0            0           0
3-2001

Stuart C. Fogarty, Director since   2001     0         0            0               0               0            0           0
3-2001

Bobby Orr, Director since 3-2001    2001     0         0            0               0               0            0           0

Justin L. Rice                   2000-1991   0         0            0               0               0            0           0

Gary L. Rice                     2000-1991   0         0            0               0               0            0           0

David E.P. Lindh                 2000-1991   0         0            0               0               0            0           0

Henry C.B. Lindh                 2000-1991   0         0            0               0               0            0           0

Robert McDougal                  2000-1991   0         0            0               0               0            0           0

Dale Stringfellow                2000-1991   0         0            0               0               0            0           0

Laura B. Kalbfleisch             2000-1991   0         0            0               0               0            0           0


</TABLE>


(1) All new officers commenced serving in such positions since March 2001. Since
our discharge from bankruptcy in 1992, we paid no executive compensation,
because we lacked the cash flow and financial resources. The Company has no
employment agreement with any of its officers and directors. (2) These
restricted shares were issued for services as officer and director to the
Company. The restricted shares issued to our CEO and Chairman were valued at
$36,000 and the 1,000,000 restricted shares issued to our President were valued
at 14,080.


<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of Gexa as of March 25, 2002, and the date of the
filing of this Form 10-KSB for the year ended December 31, 2001, beneficially by
each person owning more than 5% of such common shares and the directors and
executive officers, and by all officers and directors, as a group.

<TABLE>
<CAPTION>


Name and Address of                      Amount and Nature of   Percent of Class
Beneficial Owner                         Beneficial Ownership    Outstanding(a)
-------------------                      --------------------   ----------------
<S>                                          <C>                   <C>
Neil Leibman, CEO, 24 Greenway,
 Suite 1826, Houston, TX 77046(1)            3,500,000             47.94%

Marcie Zlotnik, President, 24 Greenway,
 Suite 1826, Houston, TX 77046               1,000,000             13.70%

All Officers and Directors
 as a Group (one person)                     4,500,000             61.64%

(a) Based on 7,300,000 shares of Common Stock outstanding as of March 25, 2002.
(1) Mr. Leibman became the Company's CEO and director in March 2001. These
shares include the restricted shares issued to Boxer Capital, Ltd., an entity
controlled by Mr. Leibman and 360,000 restricted shares issued after conversion
of a $25,000 note.
(2) Ms. Zlotnik became the Company's President and director in March 2001.

</TABLE>



<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following transactions or proposed transactions, to which the Company was or
is to be a party, in which any Officer, Director or Control Person had a direct
or indirect material interest occurred during the last two fiscal years:

On March 21, 2001, the Company issued 2,840,000 shares of common stock to the
Company's Chairman, Neil Leibman and 960,000 shares to the Company's President,
Marcie Zlotnik. The Company issued issued 120,000 restricted shares to former
directors of the Company.

On May 31, 2001, Mr. Leibman, our CEO and Chairman lent the Company $100,000 for
five years evidenced by an unsecured promissory note with an interest rate of 6%
per annum. On October 1, 2001, the Company issued 10,000 restricted shares to
repay three months of interest on the $100,000 note. On July 1, 2001, the
Company purchased assets valued at $85,600, which consisted of software
development and contracts with vendors, of EZ Utilities, an entity controlled by
Neil Leibman, our CEO and Chairman, for 300,000 restricted shares and the
assumption of a $25,000 note payable to our CEO and Chairman. The note was
converted into 360,000 restricted shares of the Company on December 31, 2001. On
September 1, 2001, the company issued 40,000 restricted shares of common stock
to Marcie Zlotnik, the Company's President, for services rendered.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

Exhibit No.                            Description

3.1   Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Registration Statement on Form 10-12g filed September 3, 1987.

3.2   Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
      Registration Statement on Form 10-12g filed September 3, 1987.

13(i) The Registrant's Current Report on Form 8-K filed on June 21, 2001 and
      November 27, 2001, which are incorporated by reference.

(B) Reports on Form 8-K

Gexa Corp. filed a Form 8-K on November 27, 2001 reporting a change in
accountants, which change took place during the period ended June 30, 2001. The
effective date of the Company's change in accountant was June 28, 2001, as
disclosed in the Form 8-K.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Gexa Corp.

By: /s/ Marcie Zlotnik
Marcie Zlotnik, President
Houston, TX
Dated: August 16, 2002