UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-QSB/A

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

               For the quarterly period ended: September 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                   (IRS Employer Identification No.)
 of 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 8,278,571 shares outstanding as of March 9, 2003
Transitional Small Business Disclosure Format: Yes __ No X



                                       1

<PAGE>


TABLE OF CONTENTS

                       PART I. FINANCIAL INFORMATION Page

Item 1. Financial Statements                                               3
Item 2. Management's Plan of Operation                                    18
Item 3. Controls and Procedures                                           21

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                 22
Item 2. Changes in Security                                               22
Item 3. Default Upon Senior Securities                                    22
Item 4. Submission of Matters to a Vote of Security Holders               22
Item 5. Other Information                                                 22
Item 6. Exhibits and Reports on Form 8-K                                  22

                          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 nine month periods ended September 30, 2003 and
2002.

                          INDEX TO FINANCIAL STATEMENTS
                                                                          Page

  Condensed Balance Sheets as of September 30, 2003 (Unaudited)
   and December 31, 2002                                                   3

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

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

  Condensed Statements of Cash Flows for the nine months ended
   September 30, 2003 and 2002 (Unaudited)                                 7

  Notes to Condensed Financial Statements (Unaudited)                      9


                                       2
<PAGE>


<TABLE>
<CAPTION>

                                   GEXA CORP.
                            CONDENSED BALANCE SHEETS

                                                       September 30,         December 31,
                ASSETS                                     2003                  2002
                                                    ------------------     -----------------
                                                      (unaudited)
<S>                                                 <C>                    <C>
Current assets:
     Cash and cash equivalents                      $       6,985,544      $      3,399,962
     Accounts receivable, net                              26,522,378             6,880,792
     Other receivables                                        886,956                67,378
     Deferred tax asset                                       436,516               111,034
     Other current assets                                      49,748                     -
                                                    ------------------     -----------------
        Total current assets                               34,881,142            10,459,166

Property and equipment, net                                   310,949               201,413

Deferred tax asset                                             19,872                83,820
Other assets                                                  375,828               244,563
                                                    ------------------     -----------------

      Total assets                                  $      35,587,791      $     10,988,962
                                                    ==================     =================

                                       3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
<S>                                                 <C>                    <C>
     Credit facility                                $               -      $        500,000
     Revolving credit line                                          -                28,033
     Term loans- current portion                              500,000                     -
     Advance customer payments                                954,059                     -
     Accounts payable and accrued expenses                 18,368,938             4,702,395
     Sales tax payable                                      1,647,778             1,344,423
     Income tax payable                                     1,926,496               368,839
     Accrued preferred stock dividend                          37,743                     -
     Customer deposits                                      2,478,537               585,887
                                                    ------------------     -----------------
           Total current liabilities                       25,913,551             7,529,577

Long-term liabilities:
     Term loans- long term portion,
      net of discount                                       2,559,844                     -

</TABLE>



<TABLE>
<CAPTION>


     <S>                                            <C>                    <C>
     Puttable warrant obligation                              687,500                     -
     Notes payable- officer                                   100,000               100,000
     Accrued interest payable- officer                         18,294                11,961
                                                    ------------------     -----------------
           Total long-term liabilities                      3,365,638               111,961
                                                    ------------------     -----------------

      Total liabilities                                    29,279,189             7,641,538
                                                    ------------------     -----------------

Stockholders' equity:
     Convertible 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; 7,638,953 shares issued
      and 7,625,106 shares outstanding at
      September 30, 2003; 7,604,528 shares issued
      and 7,597,862 outstanding at December 31, 2002.          76,389                76,046
     Additional paid-in capital                             6,376,742             6,194,608
     Less:  Stock subscriptions receivable                          -              (13,848)
     Stock dividend                                           (37,743)                     -
     Treasury stock, at cost; 13,847 shares at
      September 30, 2003 and 6,666
      shares at December 31, 2002.                            (14,447)               (9,999)

     Accumulated deficit                                     (117,751)           (2,924,795)
                                                    ------------------     -----------------

      Total stockholders' equity                            6,308,602             3,347,424
                                                    ------------------     -----------------

      Total liabilities and stockholders' equity    $      35,587,791      $     10,988,962
                                                    ==================     =================

</TABLE>


            See accompanying notes to condensed financial statements.


                                       4

<PAGE>




<TABLE>
<CAPTION>

                                                      GEXA CORP.
                                          CONDENSED STATEMENTS OF OPERATIONS
                                                      (unaudited)

                                                               For the Three          For the Three
                                                               Months Ended           Months Ended
                                                               September 30,          September 30,
                                                                   2003                   2002
                                                              ----------------      ------------------

<S>                                                           <C>                   <C>
Sales                                                         $    41,690,205       $       6,857,589

Cost of sales                                                      35,330,035               5,545,229
                                                              ----------------      ------------------

  Gross profit                                                      6,360,170               1,312,360

General and administrative expenses                                 2,695,973                 739,983
                                                              ----------------      ------------------

  Income from operations                                            3,664,197                 572,377

Interest income                                                         8,228                   5,738

Interest expense                                                    (143,489)                 (2,577)

Other financing expense (see Note 7)                                (192,500)                       -
                                                              ----------------      ------------------

  Income before income tax expense                                  3,336,436                 575,538

Income tax expense                                                  1,297,195                 224,460
                                                              ----------------      ------------------

  Net income                                                        2,039,241                 351,078

Preferred stock dividend                                               12,581                       -
                                                              ----------------      ------------------

  Net income available to common stockholders              $        2,026,660    $            351,078
                                                              ================      ==================

Basic earnings per share                                   $              .27    $                .05
                                                              ================      ==================

Basic weighted average shares outstanding                           7,617,052               7,395,807
                                                              ================      ==================

Diluted earnings per share                                 $              .25    $                .05
                                                              ================      ==================

Diluted weighted average shares outstanding                         7,950,682               7,695,807
                                                              ================      ==================

</TABLE>


            See accompanying notes to condensed financial statements.

                                       5

<PAGE>


<TABLE>
<CAPTION>

                                                       GEXA CORP.
                                           CONDENSED STATEMENTS OF OPERATIONS
                                                      (unaudited)

                                                               For the Nine          For the Nine
                                                               Months Ended          Months Ended
                                                               September 30,         September 30,
                                                                   2003                  2002
                                                             -----------------     -----------------

<S>                                                          <C>                   <C>
Sales                                                        $     78,126,575      $      9,866,214

Cost of sales                                                      67,478,485             7,652,764
                                                             -----------------     -----------------

  Gross profit                                                     10,648,090             2,213,450

General and administrative expenses                                 5,787,077             1,560,884
                                                             -----------------     -----------------

  Income from operations                                            4,861,013               652,566

Interest income                                                        18,550                14,979

Interest expense                                                    (214,664)               (6,875)

Other financing expense (see Note 7)                                (192,500)                     -
                                                             -----------------     -----------------

  Income before income tax expense                                  4,472,399               660,670

Income tax expense                                                  1,665,355               258,024
                                                             -----------------     -----------------

  Net income                                                        2,807,044               402,646

Preferred stock dividend                                               37,743                     -
                                                             -----------------     -----------------

  Net income available to common stockholders             $         2,769,301   $           402,646
                                                             =================     =================

Basic earnings per share                                  $               .36   $               .06
                                                             =================     =================

Basic weighted average shares outstanding                           7,608,748             7,253,993
                                                             =================     =================

Diluted earnings per share                                $               .36   $               .05
                                                             =================     =================

Diluted weighted average shares outstanding                         7,684,193             7,553,993
                                                             =================     =================

</TABLE>

            See accompanying notes to condensed financial statements.

                                       6

<PAGE>



<TABLE>
<CAPTION>

                                                      GEXA CORP.
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                     (unaudited)

                                                               For the               For the
                                                                 Nine                  Nine
                                                             Months Ended          Months Ended
                                                            September 30,         September 30,
                                                                 2003                  2002
                                                           -----------------     -----------------
<S>                                                        <C>                   <C>
Cash flows from operating activities:
Net income                                                 $      2,807,044      $        402,646
Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation                                                    78,020                89,847
     Amortization of debt discount                                   27,577                     -
     Stock issued to officers, directors
      and consultants for services                                    8,250               279,250
     Change in puttable warrant obligation                          192,500                     -
     Deferred tax benefit                                         (261,534)                     -
     Changes in operating assets and liabilities:
        Accounts receivable                                    (19,641,586)           (4,745,561)
        Other receivables                                         (819,578)              (19,930)
        Other current and long term assets                        (181,013)              (31,692)
        Accounts payable and accrued expenses                    13,666,543             2,883,278
        Advance customer payments                                   954,059                     -
        Income tax payable                                        1,557,657               100,538
        Sales tax payable                                           303,355               753,456
        Customer deposits                                         1,892,650               356,179
        Accrued interest payable                                      6,333                 6,332
                                                           -----------------     -----------------

Net cash provided by operating activities                           590,277                74,343

Cash flows from investing activities:
     Purchases of equipment                                       (187,556)             (160,661)

Cash flows from financing activities:
     Borrowings on credit facility                                (500,000)               500,000
     Borrowings on revolving credit line                           (28,033)                37,453
     Borrowings on term loans                                     3,650,000                     -
     Proceeds from the sale of preferred stock                            -             1,013,501

</TABLE>

                                       7

<PAGE>



<TABLE>
<CAPTION>

    <S>                                                    <C>                   <C>
     Proceeds from sale of common stock                              51,494             1,100,496
     Changes in treasury stock                                      (4,448)              (26,666)
     Changes in stock subscription receivable                        13,848              (18,847)
     Payments to stock brokers                                            -             (216,394)
                                                           -----------------     -----------------

Net cash provided by financing activities                         3,182,861             2,389,543
                                                           -----------------     -----------------

Net change in cash                                                3,585,582             2,303,225

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

Cash and cash equivalents at end of period                 $      6,985,544      $      2,888,739
                                                           =================     =================

                Supplemental Disclosure of Cash Flows Information

     Cash paid for interest                                $        100,559      $            543
                                                           =================     =================

     Cash paid for income taxes                            $        434,978      $              -
                                                           =================     =================

</TABLE>


                 Supplemental Disclosure of Noncash Transactions

During the three months ended September 30, 2003, a holder of warrants to
purchase Gexa stock exercised such warrants to purchase 29,425 shares of Company
stock at $1.75 per share.

During the three months ended September 30, 2003, the Company issued 5,000
shares of its common stock as payment for certain broker fees. At the time of
the grant on August 14, 2003, the stock had a market value of $1.65 per share.

During the three months ended September 30, 2003, the Company issued warrants
for the right to purchase up to 631,000 shares of the Company's common stock at
an exercise price of $1.00 per share in connection with a term loan issued on
July 16, 2003. 550,000 of these warrants included a put option that requires
those 550,000 warrants receive liability treatment under SFAS 150. See Note 6
for a full discussion of the term loan, and Note 7 for a full discussion of the
valuation of the 550,000 warrants with put options under SFAS 150.

At September 30, 2003, the Company accrued $12,581 for a preferred stock
dividend. This is based on the expected dividend to be declared at year end,
pro-rated for the three months ended September 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)
                               September 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/A 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 nine months ended September 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 valued 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 reviews receivables on a weekly basis to
ascertain the appropriate collections resources to devote to existing delinquent
and disconnected accounts. Commercial and residential balances past due are
actively pursued using in-house collections agents. Additionally, if warranted
and economically beneficial, various legal options are pursued on a case-by-case
basis. Accounts for which collections efforts are not successful are reviewed
and written off against the allowance for doubtful accounts on a monthly basis.
The Company's policy is to write off balances on disconnected accounts for which
no payment has been received in a 60 day period, and for which no future payment
is expected to be received with further collections efforts.

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

Billed receivables                            $        12,579,747
Unbilled receivables                                   15,150,620
Allowance for doubtful accounts                        (1,207,989)
                                              --------------------

Accounts Receivable, net                      $        26,522,378
                                              --------------------


                                       10

<PAGE>




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
                                                                                       September 30,
                                                                               ------------------------------
                                                                                   2003             2002
                                                                               -------------     ------------
Pro forma impact of fair value method (FAS 148)

<S>                                                                            <C>               <C>
Reported net income available to common stockholders                           $ 2,026,660       $   351,078
Less: fair value impact of employee stock compensation                            (110,457)                -
                                                                               -------------     ------------
Pro forma net income available to common stockholders                          $ 1,916,203       $   351,078
                                                                               =============     ============

Earnings per common share
Basic- as reported                                                             $       .27       $       .05
Diluted- as reported                                                           $       .25       $       .05
Basic- pro forma                                                               $       .25       $       .05
Diluted- pro forma                                                             $       .24       $       .05

Weighted average Black-Scholes fair value assumptions
Risk free interest rate                                                                 5%                5%
Expected life                                                                        3 yrs.           3 yrs.
Expected volatility                                                                   151%              124%
Expected dividend yield                                                               0.0%              0.0%


</TABLE>


<TABLE>
<CAPTION>

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                               ------------------------------
                                                                                   2003             2002
                                                                               -------------     ------------
Pro forma impact of fair value method (FAS 148)

<S>                                                                            <C>               <C>
Reported net income available to common stockholders                           $ 2,769,301       $   402,646
Less: fair value impact of employee stock compensation                            (331,372)                -
                                                                               -------------     ------------
Pro forma net income available to common stockholders                          $ 2,437,929       $   402,646
                                                                               =============     ============

Earnings per common share
Basic- as reported                                                             $       .36       $       .06
Diluted- as reported                                                           $       .36       $       .05
Basic- pro forma                                                               $       .32       $       .06
Diluted- pro forma                                                             $       .32       $       .05

Weighted average Black-Scholes fair value assumptions
Risk free interest rate                                                                5%               5%
Expected life                                                                        3 yrs.           3 yrs.
Expected volatility                                                                   151%             124%
Expected dividend yield                                                               0.0%             0.0%

</TABLE>

                                       11

<PAGE>


5. Preferred Stock

The Company's preferred stock has an 8% cumulative dividend and is automatically
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
September 30, 2003 were $37,743. Dividends are to be paid in the form of common
stock, and are formally declared and issued at year end.

6. Significant 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 was made available to the Company in two
separate draws, one occurring on July 16, 2003, and the other occurring on
August 15, 2003. 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 ("related party board members".) The Catalyst Fund Ltd.
acts as an agent on behalf of the related party board members who have assigned
to The Catalyst Fund Ltd. all rights bestowed by the term loan agreement. The
related party board members as a group provided $500,000 of the $3,000,000 term
loan and are holders of 91,667 of the 550,000 puttable warrants.

         Pursuant to the Loan Agreement and other related transaction documents,
in addition to a $60,000 due diligence fee, the Lender will receive the
following: warrants 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 "Warrants"),
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 Warrants, and the consulting fee on a pro rata basis according to the
interest each has in the Loan under the Participation Agreement.

         The Warrants contain a put option (see below) that allows the holder to
exercise the options and force the Company to repurchase shares issued or
issuable under the Warrants at the current market price less the warrant
exercise price. As such, the Warrants have been initially valued at $495,000
under the requirements of APB 14 and SFAS 150 (see Note 7), and will be
amortized as debt discount over the 56 month loan term beginning July 16, 2003.

         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.

                                       13

<PAGE>


         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;

     --   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 Warrants, the holders of the Warrants (the
"Holders") have 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 Warrants, then
the Holders have 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 Holders have 10 business days
from the date they 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 Holders, 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 Holders.

                                       14

<PAGE>


         The Holders have also been granted a put option pursuant to the
Warrants whereby the Holders have the option to require the Company to purchase
the shares of the Company's common stock, issued or issuable upon the exercise
of the Warrants 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 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
Warrants) as of the date the Company receives the Put Notice, or, the Holders
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 Warrants. 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 Holders' 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 Warrants) such that a liquid
and public market exists for the trading of the Company's common stock, provided
that the Holders' 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 the Holders fail to exercise their preemptive
rights on two separate occasions, then the Holders' preemptive rights will
terminate upon the occurrence of the second such failure. Additionally, the
Company may request that the Holders 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 Warrants contain anti-dilution protection for the Holders.
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 Warrants immediately preceding such issuance shall be reduced
according to the formula specified in the Warrants.

         In connection with the issuance of the Warrants, the Company has agreed
to grant the Holders 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 Holders may request that the
Company register the sale of all or part of the common stock underlying the
Warrants under the Securities Act of 1933, provided that the Holders have
requested the registration of at least 100,000 shares. The Holders are entitled
to only one demand registration (the "Demand Registration") and must bear the
expenses thereof. Upon the occurrence of a Demand Registration, the Holders have
the right to select a managing underwriter or underwriters acceptable to the
Company, which acceptance will not be unreasonably withheld or delayed.

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<PAGE>


         With respect to the piggyback registration rights, the Company must
notify the Holders 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 Holders'
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 Holders, the accounts of all persons with
shares to be included in the offering may be reduced pro rata.

         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 Warrants 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 Holders have the right to assign their rights in the Registration
Rights Agreement to any other person who is assigned at least 15,000 shares of
common stock underlying the Warrants.

         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 Company has fair valued the
warrants at $122,733 using a Black-Scholes model with the following assumptions:
3 year expected life, 151% volatility, 5% risk free interest rate, and 0%
dividend yield. The JTS warrant is to be amortized over the 56 month loan term
beginning July 16, 2003. The JTS Warrant does not contain the put provisions
that were provided for in the Warrants (see above.) As such, the JTS Warrant
does not require consideration for SFAS 150 treatment. 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 this 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 8.)

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<PAGE>


7. New Accounting Pronouncement

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity, was issued in May 2003 and requires issuers to
classify as liabilities (or assets under certain circumstances) free standing
financial instruments which, at inception, require or may require an issuer to
settle an obligation by transferring assets. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003 and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003.

Adoption of SFAS No. 150 requires the Warrants (see Note 6) to be classified as
a liability. In January of 2005, The Catalyst Fund Ltd. may exercise their right
to force the Company to repurchase the 550,000 common shares at the current
market price on the common stock, less the warrant exercise price of $1.00. The
put feature may be accelerated by a change of control or a capital offering in
excess of $10 million; therefore, the Company could be forced to purchase up to
550,000 shares of its own common stock at the market price (less the $1 warrant
exercise price) on the day the put option is exercised.

On July 16, 2003, the date the Warrants were granted, the Company's stock closed
at $1.90 per common share. Thus, at the inception of the Loan Agreement, the
Warrants were initially valued at $495,000 ($1.90 less exercise price of $1.)
This amount will be amortized as a debt discount over the 56 month term of the
Loan Agreement.

At September 30, 2003, the Company's stock closed at $2.25 per share. This
increase in the market price over the initial valuation of $495,000 required the
Company to record an increase in the value of the puttable warrant obligation of
$192,500 for the three months ended September 30, 2003 as an other financing
expense in accordance with SFAS No. 150.

For the duration of the existence of the Warrants, this financing expense will
be updated at each balance sheet date. For every $1 increase in the market value
of the Company's stock, the puttable warrant obligation will increase by
$550,000. For every $1 decrease in the market value of the Company's stock, the
puttable warrant obligation will decrease by $550,000, to the extent the
Company's stock price remains in excess of the $1 Warrant exercise price.

8. Related Party Transactions

On July 16, 2003, the Company entered into the Loan Agreement with The Catalyst
Fund, Ltd. (see Note 6.) Neil Leibman, an officer and director of the Company;
and Bobby Orr, Don Aron and Stuart Gaylor, directors of the Company,
participated in the Loan Agreement. These related party board members provided
$500,000 of the Loan received by the Company. Additionally, 91,667 of the
Warrants (with put features) that were issued in consideration of the Loan were
granted to these related party board members. (see Note 7.)

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 at the
time, were required to pledge their stock and provide personal guarantees to Mr.
Aron. As of June 30, 2003 all terms of the agreement were satisfied and
performance completed.

                                       17

<PAGE>


9. Subsequent Events

On October 27, 2003, James A. Burke, CPA, CFA, began his term as the Company's
President replacing Marcie Zlotnik, the Company's former President. See Item 6.
Reports on Form 8-K.

On October 15, 2003, Marcie C. Zlotnik resigned her operational positions in the
Company, and also from the Company's Board of Directors. See Item 6. Reports on
Form 8-K. On October 15, 2003, all stock options held by Ms. Zlotnik were
amended and reinstated. 300,000 options with an exercise price of $1.50 were
reinstated with a new expiration date of December 31, 2005. 50,000 options with
an original exercise price of $2.00 were reinstated with a new exercise price of
$1.00 and a new expiration date of December 31, 2005. The Company has fair
valued the options at $718,075 using a Black-Scholes model with the following
assumptions: 3 year expected life, 148% volatility, 3% risk free interest rate,
and 0% dividend yield. This amount is expensed in the fourth quarter as a
general and administrative cost.

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.

Results of Operations

Gexa ("the Company") has experienced a strong pattern of growth in its second
year of operations as evidenced by a nearly seven-fold increase in sales from
$6,857,589 to $41,690,205 for the three months ended September 30, 2002 and 2003
respectively. As of September 30, 2002 the Company was billing approximately
15,900 customers representing 91,016 Mwh (Megawatt hours) billed over the three
month period. As of September 30, 2003 the Company was billing approximately
51,700 customers representing 537,481 Mwh billed over the three month period.

These changes are reflective of two continuing 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 which
has greatly increased residential customer count. On the commercial side, we
have been able to add to our number of commercial accounts and gain larger
commercial customers in the process. This has resulted in a well diversified
customer base, including several large customers in a variety of industries in
addition to our core base of apartment complexes and small to mid-sized
commercial clients. Additionally, this customer base is geographically dispersed
throughout ERCOT as we are serving customers in the CenterPoint, Oncor, AEP and
TNMP markets.

Costs of sales were 84.7% and 86.4% of sales for the three and nine months ended
September 30, 2003 respectively. Costs of sales were 80.9% and 77.6% of sales
for the three and nine months ended September 30, 2002 respectively. Electricity
supply is the driving factor behind this variance with higher per unit costs in
2003 over 2002. As of September 30, 2003 the Company has a long position
(electricity supply contracts slightly in excess of expected needs to serve our
customer base) to ensure adequate supply for its growing customer base. Our
continued customer base growth has resulted in supply demands for fall 2003
approximating total demand for the summer months when usage per customer is
materially higher. 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.

                                       18

<PAGE>


General and administrative expenses were 6.5% and 7.4% of sales for the three
and nine months ended September 30, 2003, and 10.8% and 15.8% for the three and
nine months ended September 30, 2002 respectively. Improved economies of scale
account largely for the improved ratio of general and administrative expenses
for the three and nine months ended September 30, 2003. In the past year the
Company has also been able to automate many processes, including payment
processing, and greatly improve the efficiency of data entry and receivables
management. These new enhancements have increased productivity, thus reducing
general and administrative costs per account.

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.

                                       19

<PAGE>


Liquidity and Capital Resources

We have financed our operations through cash from operations, borrowings under
our credit facilities, the Term Loan discussed in Note 6, and the private
placement of equity securities.

At September 30, 2003, we had current assets of $34,881,142, consisting
primarily of cash and cash equivalents, and accounts receivable. Other
receivables of $886,956 included a receivable from ERCOT for $828,665 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 98.0%
of total assets. Property and equipment consists mainly of computers, software
and office furniture.

At September 30, 2003, we had current liabilities of $25,913,551, 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 in September 2003 we entered the Texas New Mexico Power market.
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 September 30, 2003, the Company renewed and
modified its 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 September 30, 2003, the Company has contracts to purchase electricity
from TXU through 2005.

In July 2003 we entered into a mezzanine financing agreement to provide
financing for increased operational growth (see Note 6 in the notes to condensed
financial statements.) At September 30, 2003, the Company held a line of credit
with a financial institution permitting us to obtain approximately $1.7 million
dollars in letters of credit. We have pledged approximately $1.7 million in
certificates of deposit as collateral for this secured line of credit. The line
of credit expires on June 30, 2004 and bears interest at a floating prime rate.
At September 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, and $767,729
was available for unrestricted use.

A portion of the consideration granted for the term loan (see Note 6 in the
notes to condensed financial statements) consisted of 550,000 puttable warrants
to purchase Company stock (one common share per warrant) at an exercise price of
$1. Those warrants also contain a put feature allowing the holder to force the
Company to repurchase the common stock issued or issuable under the warrant at
the current market price of the common stock less the exercise price of the
warrant. For every $1 increase in the market value of the Company's stock, the
recorded puttable warrant obligation to the Company, under SFAS No. 150 (see
Note 7 in the notes to condensed financial statements), will increase by
$550,000. If these warrants and the attached put features are exercised within a
short time period, it could have a negative impact on the Company's short term
cash flow. The put feature can be exercised at any time after January 16, 2005.

                                       20

<PAGE>


To manage risk 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 to accelerate our growth rate. 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.

                                       21

<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 Chief Accounting 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.

         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 Chief Accounting Officer 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 February 18, 2004 announcing certain
preliminary 2003 financial data.

                                       22

<PAGE>


Current report on form 8-K dated December 23, 2003 announcing the resignation of
Marcie C. Zlotnik from the Board of Directors.

Current report on form 8-K dated November 14, 2003 announcing third quarter 2003
financial results.

Current report on form 8-K dated October 29, 2003 detailing the appointment of
James A. Burke, CPA, CFA, as President and Chief Operating Officer of the
Company.


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.


                                       23

<PAGE>




                                   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: March 9, 2004
Houston, Texas

                         EXHIBITS ARE ON FOLLOWING PAGES


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