UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
                                   (Mark one)

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

                  For the quarterly period ended: June 30, 2003

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

          For the transition period from ____________ to _____________


                         Commission file number: 0-16179

                                   Gexa Corp.

        (Exact name of small business issuer as specified in its charter)


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



         24 Greenway Plaza, Suite 1826, Houston, TX            77046
         ------------------------------------------            -----
          (Address of principal executive offices)           (Zip Code)



                                 (713)-961-9399

                           (Issuer's telephone number)




Check whether the issuer (1) 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 report (s), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.01 par value 7,604,528 shares outstanding as of August 12, 2003

Transitional Small Business Disclosure Format: Yes     No X
                                                  ---    ---


                                       1
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<TABLE>
<CAPTION>




TABLE OF CONTENTS

                                             PART I. FINANCIAL INFORMATION                                               Page
<S>                                         <C>                                                                         <C>
Item 1. Financial Statements                                                                                              3
Item 2. Management's Plan of Operation                                                                                    16
Item 3. Controls and Procedures                                                                                           19

                                              PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                                 20
Item 2. Changes in Security                                                                                               20
Item 3. Default Upon Senior Securities                                                                                    20
Item 4. Submission of Matters to a Vote of Security Holders                                                               20
Item 5. Other Information                                                                                                 20
Item 6. Exhibits and Reports on Form 8-K                                                                                  20

                          PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Set forth below are the unaudited condensed financial statements for the Company
for the three month periods and six month periods ended June 30, 2003 and 2002.
</TABLE>

<TABLE>
                                    INDEX TO FINANCIAL STATEMENTS
                                                                                                           Page
    <S>                                                                                                     <C>
  Condensed Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002                            3

  Condensed Statements of Operations for the three months ended June 30, 2003 and 2002 (Unaudited)          5

  Condensed Statements of Operations for the six months ended June 30, 2003 and 2002 (Unaudited)            6

  Condensed Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (Unaudited)            7
  Notes to Condensed Financial Statements (Unaudited)                                                       9
</TABLE>

                                       2
<PAGE>




<TABLE>
<CAPTION>

                                                      GEXA CORP.
                                               CONDENSED BALANCE SHEETS

                                                                                     June 30,            December 31,
                                      ASSETS                                           2003                  2002
                                                                                  ----------------     -----------------
                                                                                    (unaudited)
<S>                                                                                   <C>                <C>
Current assets:
     Cash and cash equivalents                                                 $        4,137,388   $         3,399,962
     Accounts receivable, net                                                          16,573,568             6,880,792
     Other receivables                                                                    500,706                67,378
     Deferred tax asset                                                                   136,516               111,034
     Other current asset                                                                   21,342                     -
                                                                                  ----------------     -----------------
        Total current assets                                                           21,369,520            10,459,166

Property and equipment, net                                                               276,928               201,413

Deferred tax asset                                                                         19,872                83,820
Other assets                                                                              162,635               244,563
                                                                                  ----------------     -----------------

      Total assets                                                             $       21,828,955   $        10,988,962
                                                                                  ================     =================


                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Credit facility                                                           $          615,000  $            500,000
     Revolving credit line                                                                350,000                28,033
     Accounts payable and accrued expenses                                             12,380,409             4,702,395
     Sales tax payable                                                                  1,880,760             1,344,423
     Income tax payable                                                                   763,533               368,839
     Accrued preferred stock dividend                                                      25,162                     -
     Customer deposits                                                                  1,663,443               585,887
                                                                                  ----------------     -----------------
           Total current liabilities                                                   17,678,307             7,529,577

Long-term liabilities:
     Notes payable- officer                                                               100,000               100,000
     Accrued interest payable- officer                                                     16,183                11,961
                                                                                  ----------------     -----------------

           Total long-term liabilities                                                    116,183               111,961
                                                                                  ----------------     -----------------

      Total liabilities                                                                17,794,490             7,641,538
                                                                                  ----------------     -----------------

Stockholders' equity:
     Preferred stock $.05 par value; 2,500,000 shares authorized;
          508,214 issued and outstanding                                                   25,412                25,412
     Common stock, $.01 par value; 75,000,000 shares authorized;
         7,604,528 shares issued and outstanding                                           76,046                76,046
     Additional paid-in capital                                                         6,194,608             6,194,608
     Less:  stock subscriptions receivable                                                      -              (13,848)
     Stock dividend                                                                      (25,162)                     -
     Treasury stock, at cost; 13,847 shares at June 30, 2003 and 6,666
         shares at December 31, 2002.                                                    (14,445)               (9,999)

     Accumulated deficit                                                              (2,221,994)           (2,924,795)
                                                                                  ----------------     -----------------

      Total stockholders' equity                                                        4,034,465             3,347,424
                                                                                  ----------------     -----------------

      Total liabilities and stockholders' equity                               $       21,828,955   $        10,988,962
                                                                                  ================     =================


                        See accompanying notes to condensed financial statements.
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
                                   GEXA CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                   For the               For the
                                                                    Three                 Three
                                                                 Months Ended          Months Ended
                                                                   June 30,              June 30,
                                                                     2003                  2002
                                                              ----------------      ------------------
<S>                                                               <C>                     <C>
Sales                                                      $       23,516,067    $          2,669,499

Cost of sales                                                      19,963,535               1,777,386
                                                              ----------------      ------------------

  Gross profit                                                      3,552,532                 892,113

General and administrative expenses                                 1,969,497                 362,383
                                                              ----------------      ------------------

  Income from operations                                            1,583,035                 529,730

Interest income                                                         8,362                   4,735

Interest expense                                                     (63,857)                 (2,187)
                                                              ----------------      ------------------

  Income before taxes                                               1,527,540                 532,278

Income tax expense                                                    565,000                  33,562
                                                              ----------------      ------------------

  Net income                                                          962,540                 498,716
                                                              ================      ==================

Preferred stock dividend                                             (25,162)                       -
                                                              ----------------      ------------------

  Net income available to common stockholders              $          937,378    $            498,716
                                                              ================      ==================

Basic earnings per share                                   $              .12    $                .07
                                                              ================      ==================

Basic weighted average shares outstanding                           7,604,528               7,373,422
                                                              ================      ==================

Diluted earnings per share                                 $              .11    $                .07
                                                              ================      ==================

Diluted weighted average shares outstanding                         8,204,528               7,673,422
                                                              ================      ==================

                               See accompanying notes to condensed financial statements

</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
                                   GEXA CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                 For the               For the
                                                                   Six                   Six
                                                               Months Ended          Months Ended
                                                                 June 30,              June 30,
                                                                   2003                  2002
                                                             -----------------     -----------------
<S>                                                               <C>                    <C>
Sales                                                     $        36,436,370   $         3,008,625

Cost of sales                                                      32,148,450             2,092,114
                                                             -----------------     -----------------

  Gross profit                                                      4,287,920               916,511

General and administrative expenses                                 3,091,104               835,398
                                                             -----------------     -----------------

  Income from operations                                            1,196,816                81,113

Interest income                                                        10,322                 9,241

Interest expense                                                     (71,175)               (4,298)
                                                             -----------------     -----------------

  Income before taxes                                               1,135,963                86,056

Income tax expense                                                    433,160                33,562
                                                             -----------------     -----------------

  Net income                                                          702,803                52,494
                                                             =================     =================

Preferred stock dividend                                             (25,162)                     -
                                                             -----------------     -----------------

  Net income available to common stockholders             $           677,641   $            52,494
                                                             =================     =================

Basic earnings per share                                  $               .09   $               .01
                                                             =================     =================

Basic weighted average shares outstanding                           7,604,528             7,199,231
                                                             =================     =================

Diluted earnings per share                                $               .09   $               .01
                                                             =================     =================

Diluted weighted average shares outstanding                         7,604,528             7,499,231
                                                             =================     =================

                            See accompanying notes to condensed financial statements.
</TABLE>



                                       6
<PAGE>
<TABLE>
<CAPTION>


                                                      GEXA CORP.
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                     (unaudited)

                                                               For the               For the
                                                                 Six                   Six
                                                             Months Ended          Months Ended
                                                               June 30,              June 30,
                                                                 2003                  2002
                                                           -----------------     -----------------
<S>                                                                <C>                    <C>
Cash flows from operating activities:
Net income                                              $           702,803   $            52,494
Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation and amortization                                   49,949                53,673
     Stock issued to officers, directors
      and consultants for services                                        -               279,250
     Deferred tax benefit                                            38,466                33,562
     Changes in operating assets and liabilities:
        Accounts receivable                                     (9,692,776)           (2,099,012)
        Other receivables                                         (419,481)               (6,458)
        Other current and long term assets                           60,586              (18,959)
        Accounts payable and accrued expenses                     7,678,014               962,808
        Income tax payable                                          394,694                     -
        Sales tax payable                                           536,337               239,683
        Customer deposits                                         1,077,556               144,021
        Accrued interest payable                                      4,222                 4,222
                                                           -----------------     -----------------

Net cash provided by (used in) operating activities                 430,370             (354,716)

Cash flows from investing activities:
     Purchases of equipment                                       (125,465)              (95,263)

Cash flows from financing activities:
     Borrowings on credit facility                                  115,000                     -
     Borrowings on revolving credit line                            321,967                     -
     Proceeds from the sale of preferred stock                            -             1,013,501
     Proceeds from sale of common stock                                   -               599,425
     Changes in treasury stock                                      (4,446)              (60,000)
     Changes in stock subscription receivable                             -              (22,561)
     Payments to stock brokers                                            -             (216,394)
                                                           -----------------     -----------------

Net cash provided by financing activities                           432,521             1,313,971
                                                           -----------------     -----------------

Net change in cash                                                  737,426               863,992

Cash and cash equivalents at beginning of period                  3,399,962               585,514
                                                           -----------------     -----------------

Cash and cash equivalents at end of period              $         4,137,388             1,449,506
                                                           =================     =================

                Supplemental Disclosure of Cash Flows Information


     Cash paid for interest                             $            69,064   $             2,187
                                                           =================     =================

</TABLE>

                                       7
<PAGE>

                 Supplemental Disclosure of Noncash Transactions

On May 1, 2003, stock subscriptions receivable in the amount of $13,848 were
reclaimed by the Company from an employee who had been offered stock at $1 per
share in the first quarter of 2002 and failed to reimburse the Company in a
reasonable period of time. On the same date, 7,917 shares of this stock valued
at $1.50 per share were granted to two Company officers in lieu of compensation,
and 750 shares of the stock valued at $1.50 per share were granted to an outside
party in lieu of sales commissions. The remainder of the stock, 5,181 shares
with a residual value of $848, was retained by the Company as treasury stock.

During the three months ended June 30, 2003, the Company repurchased stock
awarded in lieu of compensation from a former employee. The stock was purchased
for $1.80 per share and has been retained as treasury stock.

At June 30, 2003, the Company accrued $25,162 for a preferred stock dividend.
This is an estimate based on the expected dividend to be declared at year end,
pro-rated for the six months ended June 30, 2003. The dividend is to be paid in
common stock (see Note 5.)

            See accompanying notes to condensed financial statements




                                       8
<PAGE>


                                   GEXA CORP.
              Notes to the Unaudited Condensed Financial Statements
                                   (unaudited)
                                  June 30, 2003


As used in this Quarterly Report, the terms "we", "us", "our", the "Company" and
"Gexa" mean Gexa Corp., a Texas corporation.

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and with the instructions to Form
10-QSB and Regulation S-B of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements and should be read in conjunction with
the audited financial statements contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months and six months ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003.

The preparation of financial statements in accordance with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. Revenue and Cost Recognition

Sales of electric power are recognized as the power is delivered to the
Company's customers. Sales represent the total proceeds from energy sales-
including pass through charges from the Transmission and Distribution Service
Providers (TDSPs) billed to the customer at cost. Cost of sales includes
electric power purchased, sales commissions, and pass through charges from the
TDSPs in the areas serviced by the Company- Oncor in the greater Dallas area,
CenterPoint in the greater Houston area and American Electric Power (AEP) in the
West Texas and South Gulf Coast markets. TDSP charges are costs for metering
services and maintenance of the power lines and electric grid.


                                       9
<PAGE>

3. Accounts Receivable

The Company's customers are billed monthly at various dates throughout the
month. Unbilled receivables represent the revenues associated with electric
power delivered to customers as of the end of the month, but not yet billed.

The allowance for bad debt is estimated to cover all bad debt relating to
account balances at a particular point in time that will potentially be written
off in subsequent periods. The Company writes off receivables related to
accounts for which no payment has been received for 60 days and for which no
suitable payment plan can be established. Also, on a case-by-case basis if a
customer is discovered to be likely unable to satisfy their current financial
obligations, the account will be reserved and subsequently written off if no
suitable payment plan can be established within a reasonable period of time.

As of June 30, 2003, Accounts Receivable contains billed receivables, allowance
for doubtful accounts and unbilled receivables as follows,


Billed Receivables                                  $             7,107,195
Allowance for Doubtful Accounts                                   (349,152)
Unbilled Receivables                                              9,815,525
                                                        --------------------

Accounts Receivable, net                            $            16,573,568
                                                        --------------------

4. Stock-Based Compensation

The Company accounts for its stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. The pro forma information below is based on provisions of Statement
of Financial Accounting Standard ("FAS") No. 123, Accounting for Stock-Based
Compensation, as amended by FAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, issued in December 2002.
<TABLE>
<CAPTION>


                                                                                    Three Months Ended
                                                                                         June 30,
                                                                           ----------------------------------
                                                                                   2003             2002
                                                                           -----------------     ------------
<S>                                                                               <C>             <C>
Pro forma impact of fair value method (FAS 148)

Reported net income available to common stockholders                        $       937,378   $      498,716
Less: fair value impact of employee stock compensation                            (167,812)                -
                                                                           -----------------     ------------
Pro forma net income available to common stockholders                       $       769,566   $      498,716
                                                                           =================     ============

Earnings per common share
Basic- as reported                                                         $       .12       $       .07
Diluted- as reported                                                       $       .11       $       .07
Basic- pro forma                                                           $       .10       $       .07
Diluted- pro forma                                                         $       .09       $       .07

Weighted average Black-Scholes fair value assumptions
Risk free interest rate                                                             5%               5%
Expected life                                                                     3 yrs.           3 yrs.
Expected volatility                                                                154%             124%
Expected dividend yield                                                            0.0%             0.0%
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>




                                                                                     Six Months Ended
                                                                                         June 30,
                                                                           ----------------------------------
                                                                                   2003             2002
                                                                           -----------------     ------------
<S>                                                                                <C>               <C>
Pro forma impact of fair value method (FAS 148)

Reported net income available to common stockholders                        $       677,641   $       52,494
Less: fair value impact of employee stock compensation                            (335,623)                -
                                                                           -----------------     ------------
Pro forma net income available to common stockholders                       $       342,018   $       52,494
                                                                           =================     ============

Earnings per common share
Basic and diluted- as reported                                             $       .09       $       .01
Basic and diluted- pro forma                                               $       .04       $       .01

Weighted average Black-Scholes fair value assumptions
Risk free interest rate                                                             5%               5%
Expected life                                                                     3 yrs.           3 yrs.
Expected volatility                                                                154%             124%
Expected dividend yield                                                            0.0%             0.0%

</TABLE>

5. Preferred Stock

The Company's preferred stock has an 8% cumulative dividend and is convertible
to common shares at a rate of $1.75 per share on December 31, 2003. The
preferred shares have voting rights equal to those of common shares and also
have senior preferential rights upon dissolution. Dividends payable as of June
30, 2003 were $25,162. Dividends are to be paid in the form of common stock, and
are formally declared and paid at year end.

6. Significant Events

During the three months ended June 30, 2003, the Company began to offer service
to customers in two new markets- AEP-Central Power and Light in South Texas
including the Corpus Christi area, and AEP- West Texas Utilities in the western
portion of Texas. Formal market entry into these areas began in April 2003.

In June 2003, the Company expanded its line of credit with a financial
institution to include approximately $1.7 million dollars in certificates of
deposit as collateral for a secured line of credit for approximately $1.7
million dollars and an unsecured line of credit in the amount of $100,000. The
line of credit has a term of one year and bears interest at a floating prime
rate. At June 30, 2003, $1,042,758 of this cash amount was pledged to the
Electric Reliability Council of Texas (ERCOT) to secure credit for the Company
to purchase electricity supply in the balancing market as needed, $350,000 was
drawn for operational expenditures and capital asset additions, and $417,729 was
available for unrestricted use at June 30, 2003.


                                       11
<PAGE>

7. Related Party Transaction

On March 24, 2003, one of our Board Members, Mr. Don Aron, agreed to purchase
Company receivables for $700,000. In consideration of the purchase, Mr. Aron
received a factoring fee of 3% per month for a minimum term of 60 days which
amounted to $42,000. Additionally, as part of the agreement, Mr. Leibman and Ms.
Zlotnik, our two largest stockholders and members of our management team, were
required to pledge their stock and provide personal guarantees to Mr. Aron. As
of June 30, 2003 all terms of the agreement have been satisfied and performance
has been completed.

8. Subsequent Events

Mezzanine Funding. On July 16, 2003, GEXA Corp. ("the Company") entered
into a $3.0 million term loan agreement (the "Loan Agreement") with The Catalyst
Fund, Ltd. (the "Lender"). The loan ("Loan") has a term of 56 months, maturing
on April 1, 2008. The $3.0 million will be made available to the Company in two
separate draws, one occurring on July 16, 2003, and the other occurring on or
about August 15, 2003, assuming that no Event of Default (as defined below) has
occurred and that the Lender has received all of the required SBA Documents from
the Company. An Event of Default includes, among other things, a failure by the
Company to make a payment within 5 days after the payment is due, having any
material representation be materially false or misleading as of the date made,
failure by the Company to comply or perform any covenants, a default on the
senior debt held by TXU Corp. and/or JP Morgan Chase Bank, N.A. or the Loan and
other indebtedness permitted under the Loan Agreement, institution of a
voluntary bankruptcy petition or failure to obtain a dismissal of an involuntary
bankruptcy proceeding, or a change in control of the Company. The Loan is
secured by a lien on all of the Company's accounts, inventory, equipment,
general intangibles, chattel paper, securities, instruments and documents. The
proceeds of the Loan will be used to finance the Company's ongoing working
capital requirements. Beginning on August 1, 2003, and on or before the first
day of each calendar month thereafter through and including December 1, 2003,
the Company will make five installments of accrued but unpaid interest.
Beginning on January 1, 2004, and on the first day of each of the next seventeen
calendar quarters thereafter, the Company will make a payment of principal in
the amount of $166,666.67, plus accrued interest, with the final such
installment due on April 1, 2008. Interest on the Loan is 12.5% per annum
computed on a daily basis based on a 360-day year.

         The Company may prepay all or any part of the principal amount
outstanding on the Loan, provided it notifies the Lender at least two days
before such payment is made and provided further that any prepayment is required
to be in the amount of at least $100,000. To the extent any such prepayment is
made from any cash source other than operating cash flow, the Company is
required to pay a prepayment fee equal to 3% of the amount prepaid during the
first two years after July 16, 2003. After July 16, 2005, the Company may prepay
all or part of the principal amount outstanding on the Loan, without penalty or
premium of any kind, so long as such payment is at least $100,000 and includes
accrued interest to the date of prepayment on the amount so prepaid.


                                       12
<PAGE>

         In addition to The Catalyst Fund, Ltd., the lead lender,
Southwest/Catalyst Capital, Ltd., Catalyst/Hall Growth Capital, LP, Neil
Leibman, Bobby Orr, Don Aron, David Minceberg, the Gaylor Investment Trust
Partnership, and JTS Enterprises, Inc., participated in the Loan pursuant to the
Non-Recourse Loan Participation and Collateral Agency Agreement (the
"Participation Agreement"). Neil Leibman is an officer and director of the
Company, Bobby Orr and Don Aron are both directors of the Company, and Stuart
Gaylor, the general partner of the Gaylor Investment Trust Partnership, is a
director of the Company.

         Pursuant to the Loan Agreement and other related transaction documents,
in addition to a $60,000 diligence fee, the Lender will receive the following: a
warrant to acquire 550,000 shares of the common stock of the Company at an
exercise price of $1.00 per share, subject to adjustment (the "Warrant"), and a
fee of $305,556 under a consulting agreement (the "Consulting Agreement")
entered into with the Company. With the exception of JTS Enterprises, Inc., each
of the parties to the Participation Agreement will share in the due diligence
fee, the Warrant, and the consulting fee on a pro rata basis according to the
interest each has in the Loan under the Participation Agreement.

         The Loan Agreement contains affirmative covenants that require the
Company, among other things, to:

-    pay its obligations and maintain its business, properties, insurance
     coverage and books and records;

-    provide the Lenders with certain information, including certifications,
     periodic financial statements, annual projections, reports and notices;

-    obtain within 30 days after the closing officer fidelity bonding in the
     amount of at least $500,000 and a "key man" life insurance policy covering
     Neil Leibman, the Chief Executive Officer, in an amount of at least $3.0
     million.

-    adhere to a Board policy regarding the Company's goal to eliminate
     purchases from ERCOT's energy imbalance market and improve the Company's
     disaster recovery plan within 120 days after the Closing; and

-    employ additional personnel to assist with power demand forecasting and the
     procurement of power related to the forecast of demand.

         The Loan Agreement also contains negative covenants that prevent the
Company from:

-    making or committing to make any capital expenditures that are greater than
     $100,000 in the aggregate per annum and that involve acquiring or entering
     into any contracts contemplating the acquisition of a majority of the
     assets and properties or ownership interest of any person or a merger with
     any person;


                                       13
<PAGE>

-    making or committing to make any capital expenditures that are greater than
     $200,000 in the aggregate during any calendar year;

-    incurring additional indebtedness or creating or incurring liens;

-    merging, consolidating, liquidating, winding-up or dissolving;

-    disposing of property;

-    entering into transactions with affiliates; or

-    changing the Company's line of business.

         The Company must maintain certain financial covenants that include,
among others, the following:

-    minimum EBITDA and revenues for each 6-month period ending on June 30 or
     December 31 and each fiscal year end during the years 2003, 2004, and 2005;

-    a fixed charge ratio of at least 1.75 for the quarter ending September 30,
     2003, and at least 2.0 for all quarters thereafter;

-    a current ratio of at least 1.0 for the quarter ended June 30, 2003, and at
     least 1.20 for each quarter thereafter; and

-    specified ratios of funded debt to tangible net worth for certain time
     intervals, as set out in the Loan Agreement.

     Under the terms of the Warrant, the holder of the Warrant (the "Holder")
has been granted preemptive rights with respect to the Company's common stock.
If the Company issues any of its common stock, rights, options or warrants to
purchase common stock, or securities that may become convertible into common
stock, other than certain shares identified by the Warrant, then the Holder has
the right to purchase all or any part of the amount of such securities necessary
to maintain its existing percentage interest in the Company (determined on a
fully diluted basis assuming the exercise of any and all outstanding options or
warrants and the conversion of any securities convertible into shares of the
Company's common stock). The Holder has 10 business days from the date it
receives written notice from the Company of its intention to sell such new
securities to decide whether to purchase and how many shares to purchase, up to
an amount necessary to preserve its pro rata share. If no such election is made
by the Holder, the Company has 90 days to complete the proposed sale at the
price and upon terms no more favorable than those specified in the Company's
notice to the Holder.

         The Holder has also been granted a put option under the Warrant whereby
the Holder has the option to require the Company to purchase the shares of the
Company's common stock, issued or issuable upon the exercise of the Warrant or
any portion thereof. The put option is exercisable at any time (i) during the
period beginning on January 16, 2005, and ending on July 15, 2010, (ii) after a
change of control, (iii) after the closing of a public offering of securities by
the Company, (iv) after the Company files for protection under the Bankruptcy
Code, or (v) after the Company materially breaches the Loan Agreement, and upon
120 days prior written notice to the Company for an exercise under (i) above and
5 days prior written notice to the Company for exercises under (ii) through (v)
above (the "Put Notice"). With respect to (ii) through (v) above, the put option



                                       14
<PAGE>


will apply during the period from June 16, 2003, to January 15, 2005. The
purchase price under the put option will be the Current Market Price of the
shares (as determined under the Warrant) as of the date the Company receives the
Put Notice, or, the Holder may elect the price to be equal to the greater of (i)
the Current Market Price of the shares or (ii) the appraised value of the
Company divided by the number of shares subject to the put option. The method of
obtaining the appraised value of the Company is set out in the Warrant. The
Board of Directors may permit all, or any portion greater than 25%, of the
shares of the Company's common stock required to be purchased upon exercise of
the put option to be purchased directly by any of the Company's stockholders.
If, however, any such purchasing stockholder fails to make any payment for the
shares, the Company is required to purchase such shares. The Holder's put option
terminates immediately upon the consummation of (i) a public offering of shares
of the Company's common stock whereby at least $10 million of net proceeds are
received by the Company, and a put offering market capitalization for the
Company exists of at least $50 million for a period of 30 days (as defined in
the Warrant) such that a liquid and public market exists for the trading of the
Company's common stock, provided that the Holder's shares are freely tradable by
virtue of a registration of the shares by the Company, (ii) a merger or
consolidation where the Company is not the surviving entity, or (iii) a sale of
all or substantially all of the assets of the Company. In the event that the
Holder fails to exercise its preemptive rights on two separate occasions, then
the Holder's preemptive rights will terminate upon the occurrence of the second
such failure. Additionally, the Company may request that the Holder waive the
preemptive rights in the event that the existence of the preemptive rights has a
material adverse effect on the ability of the Company to consummate the sale of
new securities.

         The Warrant contains anti-dilution protection for the Holder of the
Warrant. Specifically, if the Company issues additional shares of common stock
or other securities that are convertible into shares of the Company's common
stock, and the consideration for the shares is less than $1.50 per share, the
exercise price for the Warrant immediately preceding such issuance shall be
reduced according to the formula specified in the Warrant.

         In connection with the issuance of the Warrant to the Lender, the
Company has agreed to grant the Lender certain demand and piggyback registration
rights pursuant to a Registration Rights Agreement dated as of July 16, 2003
(the "Registration Rights Agreement"). After July 16, 2005, the Holder(s) of the
Warrant may request that the Company register the sale of all or part of the
common stock underlying the Warrant under the Securities Act of 1933, provided
that the Holder has requested the registration of at least 100,000 shares. The
Holder is entitled to only one demand registration (the "Demand Registration")
and must bear the expenses thereof. Upon the occurrence of a Demand
Registration, the Holder has the right to select a managing underwriter or
underwriters acceptable to the Company, which acceptance will not be
unreasonably withheld or delayed.

         With respect to the piggyback registration rights, the Company must
notify the Holder of the Warrant of any proposed filing of a registration
statement under the Securities Act of 1933 at least 20 days before such filing
is to be made. The Company shall use commercially reasonable best efforts to
cause the Holder's securities to be included in the registration statement. If
the Company's underwritten offering becomes too large (as determined by the
underwriter) to accommodate the securities of the Holder, the accounts of all
persons with shares to be included in the offering may be reduced pro rata.


                                       15
<PAGE>

         The Registration Rights Agreement also restricts the Company's ability
to grant any other registration rights, until the earlier to occur of July 16,
2010, or the date that all of the shares of the Company's common stock
underlying the Warrant have been registered under the Securities Act of 1933,
provided that registration rights may be granted in connection with the
investment in the Company of at least $2 million. Any such new registration
rights are required to be pari passu with the registration rights granted by the
Company under the Registration Rights Agreement and consistent with the terms of
the Registration Rights Agreement. The Company may grant registration rights
that permit any person the right to piggyback or may itself exercise the right
to piggyback on any Demand Registration, subject to certain restrictions
contained in the Registration Rights Agreement.

         The Holder has the right to assign its rights in the Registration
Rights Agreement to any other person who is assigned at least 15,000 shares of
common stock underlying the Warrant.

         Modification of JTS Note and Grant of JTS Warrant. On July 16, 2003,
the Company granted a Warrant to JTS Enterprises, Inc. (the "JTS Warrant") to
subscribe for and purchase 81,000 fully paid and non-assessable shares of the
Company's common stock, at an exercise price per share equal to $1.00. The JTS
Warrant may be exercised for all or any lesser portion of the 81,000 shares
between July 16, 2003, and July 16, 2008. The JTS Warrant was issued to JTS
Enterprises, Inc. ("JTS"), as consideration for the modification of a promissory
note previously granted to JTS by the Company. In connection with the Loan
Agreement, JTS agreed to assign its promissory note to the Lender, to terminate
a security interest it held in certain of the Company's assets, and to
participate in the Loan through the Participation Agreement. The Company issued
a Replacement Revolving Promissory Note (the "Replacement Note") in the original
principal amount of $650,000. The Company entered into the original note with
JTS to obtain funds to repay its note to Mr. Aron (See Note 7).



New Markets

In July 2003, the Company began transactional testing for entry in the Texas-New
Mexico Power market. The Company expects to begin offering services in this
market, serving the western portion of Texas, in September 2003.

Item 2. Management's Discussion and Analysis, and Plan of Operation

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Gexa Corp., a Texas corporation.

                                       16
<PAGE>

Results of Operations

Gexa ("the Company") has experienced a strong pattern of growth in its
second year of operations as evidenced by a nearly nine-fold increase in sales
from $2,669,499 to $23,516,067 for the three months ended June 30, 2002 and 2003
respectively. As of June 30, 2002 the Company was billing approximately 6,100
customers. Of these customers, approximately 52% were commercial representing
77% of billed usage and 48% were residential representing 23% of billed usage.
As of June 30, 2003 the Company was billing approximately 33,500 customers. Of
these customers, approximately 41% were commercial representing 79% of billed
usage and 59% were residential representing 21% of billed usage. These changes
are reflective of two general trends in the Company's customer base. On the
residential side, the Company's directed marketing to apartments has been
successful in garnering a significant customer base. On the commercial side, the
increase in usage per customer is reflective of the fact the Company has been
able to bid competitively for larger commercial clients. At June 30, 2003 the
Company has a very broad customer base, now including several large customers in
addition to our core base of apartment complexes and small to mid-sized
commercial clients.

Costs of sales were 84.9% and 88.2% of sales for the three and six months ended
June 30, 2003 respectively. Costs of sales were 66.6% and 69.5% of sales for the
three and six months ended June 30, 2002 respectively. Electricity supply is the
driving factor behind this variance. Supply is priced slightly higher than last
year, and the Company has also taken a long position to ensure adequate supply
for its growing customer base in the summer months. Excess supply sold on the
balancing market undergoes three rounds of resettlements to come to a final
determination of the balance of supply transacted each day. The second and third
round settlements will take several months to be finalized and the Company does
not have the ability to forecast the outcome of these settlements and their
impact on valuations achieved in first round settlements.


General and administrative expenses were 8.4% and 8.5% of sales for the three
and six months ended June 30, 2003, and 13.6% and 27.8% for the three and six
months ended June 30, 2002 respectively. Improved economies of scale account
largely for the improved ratio of general and administrative expenses for the
three and six months ended June 30, 2003. In the past year the Company has also
been able to automate many processes, including lockbox payment entry, and
greatly improve the efficiency of data entry. This has resulted in reduced
staffing needs relative to transactional growth.

Forward-Looking Statements; Market Data

To the extent that we make any forward-looking statements in the "Management's
Plan of Operation" in this Quarterly Report, we emphasize that forward-looking
statements involve risks and uncertainties and our actual results may differ
materially from those expressed or implied by our forward-looking statements.
All forward-looking statements in this Quarterly Report reflect our current
views about future events and are based on assumptions and are subject to risks
and uncertainties. Generally, forward-looking statements include phrases with
words such as "expect", "anticipate", "intend", "plan", "believe", "seek",
"estimate" and similar expressions to identify forward-looking statements.


This Quarterly Report contains disclosures related to our business operations of
providing electricity which became a deregulated industry in the state of Texas
effective January 1, 2002. In August 2001, the Public Utility Commission of the
State of Texas approved Gexa's license to become a retail provider of
electricity to residential and commercial customers in Texas. Under Texas law,
since January 1, 2002, customers have had the option to purchase electricity
from independent providers, such as Gexa. Our disclosure may involve certain
estimates and plans related to the business of providing 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, nor can we predict with any degree of certainty, the future growth
of the deregulated electricity industry in the State of Texas in which we have
operated since January 1, 2001. If our assumptions about any events, trends and
activities, and specifically about this new business opportunity are incorrect,
it could materially impact our current projections. Our limited resources could
also have a material negative impact on our operations.

                                       17
<PAGE>

Liquidity and Capital Resources

We have financed our operations through cash from operations, borrowings under
our credit facilities, and the private placement of equity securities.

At June 30, 2003, we had current assets of $21,369,520, consisting primarily of
cash and cash equivalents, and accounts receivable. Other receivables of
$500,706 included a receivable from ERCOT for $444,417 for first round
settlement proceeds from the sale of excess contracted power supply on the
balancing market. ERCOT receivables for first round settlement proceeds are paid
to the Company three weeks from settlement date. Current assets comprise 97.9%
of total assets. Property and equipment consists mainly of computers, software
and office furniture. Other assets include a database valued at $85,600.

At June 30, 2003, we had current liabilities of $17,678,307, which consisted
largely of accounts payable, accrued electricity costs and accrued expenses for
other cost of sales items.

We believe our rapid growth will continue in the Texas market for 2003. In April
2003, we entered the AEP- Central Power and Light, and AEP- West Texas Utilities
markets, and we plan to enter the Texas New Mexico Power market in the third
quarter of 2003 which should also greatly contribute to our growth. While we do
continue to assess new deregulated markets in other states, our growth within
the Texas market takes precedence and we have no plans to expand beyond Texas
without first raising additional capital.

During the three months ended June 30, 2003, the Company entered into an
agreement with TXU. Under the terms of this agreement, TXU provides Gexa with
the credit (subject to certain limits) necessary to enter into current and long
term contracts to purchase electricity. As consideration for this agreement, TXU
retains first lien against a lockbox bank account into which all customer
payments are deposited, as well as first lien on all other company assets. At
June 30, 2003, the Company has contracts to purchase electricity from TXU
through 2005.


In order to sustain our current growth, we have expanded our previous line of
credit with a JP Morgan Chase Bank, N.A. (see Note 6) and subsequent to June 30,


                                       18
<PAGE>

2003 we entered into a mezzanine financing agreement to provide financing for
increased operational growth (see Note 8.)

To remain stable during our second year of strong growth, we have carefully
staggered the addition of new customers to avoid excess demands on our forward
supply positions. In the deregulated energy industry, since a company must pay
for product earlier than the date it collects for the power consumed due to the
fact that electricity usage is billed to the customer approximately 30 days
after the date of service, it is important that the Company cautiously manage
growth so that the payment requirements for electricity supply relative to the
current cash flows for billings to customers from previous months do not impair
cash flow. Increased summer usage further enhances our need to carefully monitor
supply so that our expenditures do not outstrip operating cash flow and
available credit.

We expect that we will need to raise additional funds from the sale of equity or
debt securities or other borrowings. We may issue additional shares, and, to the
extent that such additional shares are issued, our stockholders will experience
a dilution in their ownership interest. Our limited resources 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,
financial performance, potential lenders' evaluation of Gexa's ability to meet
debt service on borrowing and the then prevailing conditions in the financial
markets, the terms of our current credit facilities (which limit additional
borrowing), and general economic conditions. The inability of Gexa to borrow
additional funds, or to secure funds from an additional infusion of capital, may
have a material adverse affect on Gexa's financial condition, growth strategy
and future prospects. To the extent that debt financing ultimately proves to be
available, any borrowing will subject Gexa to various risks attendant to debt
generally, and the terms of said borrowings specifically.

Item 3. Controls and Procedures.

Our principal executive officer and principal financial officer have evaluated
the effectiveness of our "disclosure controls and procedures," as such term is
defined in Rule 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934,
as amended, as of the end of the period covered by this Quarterly Report on Form
10-QSB. Based upon their evaluation, the principal executive officer and
principal financial officer concluded that our Company's disclosure controls and
procedures are effective. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls, since the date the controls were evaluated.


                                       19
<PAGE>


                           PART II. OTHER INFORMATION
Item 1. Legal Proceedings

None.

Item 2. Changes in Security

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
     15d-14(a) of the Exchange Act pursuant To Section 302 of the Sarbanes-Oxley
     Act of 2002.

31.2 Certification of President pursuant to Rule 13a-14(a) or 15d-14(a) of the
     Exchange Act pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.


32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
     as adopted pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of President pursuant to 18 U.S.C. Section 1350 as adopted
     pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Form 8-K

Current report on form 8-K dated July 22, 2003 detailing the terms of a term
loan agreement entered into on July 16, 2003 by the Company.

                                       20


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the small business
issuer has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. Gexa Corp.

By: /s/ Neil Leibman
   ---------------------------
Neil Leibman, Chairman and CEO
Dated: August 12, 2003
Houston, Texas

<PAGE>



                         EXHIBITS ARE ON FOLLOWING PAGES


                                       21
<PAGE>


                                                                  Exhibit 31.1

                                  CERTIFICATION

I, Neil Leibman, Chief Executive Officer of Gexa Corp., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Gexa Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the small business issuer as of, and for, the periods presented in
     this report;

4.   The small business issuer's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
     business issuer and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     (b)  Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures as
          of the end of the period covered by this report based on such
          evaluation; and

     (c)  Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter that has materially
          affected, or is reasonably likely to materially effect, the small
          business issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the small business issuer's auditors and the audit committee
     of the small business issuer's board of directors (or persons performing
     the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of controls over financial reporting which are reasonably
          likely to adversely affect the small business issuer's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.


-----------------------------------
Neil Leibman
Chief Executive Officer
Dated: August 12, 2003



                                       22
<PAGE>


                                                                 Exhibit 31.2

                                  CERTIFICATION

I, Marcie Zlotnik, President of Gexa Corp., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Gexa Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the small business issuer as of, and for, the periods presented in
     this report;

4.   The small business issuer's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
     business issuer and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     (b)  Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures as
          of the end of the period covered by this report based on such
          evaluation; and

     (c)  Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter that has materially
          affected, or is reasonably likely to materially effect, the small
          business issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the small business issuer's auditors and the audit committee
     of the small business issuer's board of directors (or persons performing
     the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of controls over financial reporting which are reasonably
          likely to adversely affect the small business issuer's ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.


--------------------------
Marcie Zlotnik
President
Dated: August 12, 2003



                                       23
<PAGE>


                                                                 Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Gexa Corp. (the "Company") on Form
10-QSB for the period ending June 30, 2003 (the "Report"), as filed with the
Securities and Exchange Commission on the date hereof, I, Neil Leibman, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.


-------------------------------------------
Neil Leibman
Chief Executive Officer
Dated: August 12, 2003



                                       24
<PAGE>

                                                                  Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Gexa Corp. (the "Company") on Form
10-QSB for the period ending June 30, 2003 (the "Report"), as filed with the
Securities and Exchange Commission on the date hereof, I, Marcie Zlotnik,
President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



---------------------------------------
Marcie Zlotnik
President
Dated: August 12, 2003




                                       25