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: March 31, 2002

             [ ] 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 [ ] No [X]

                      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 7,373,422 shares outstanding as of June 30, 2002

Transitional Small Business Disclosure Format: Yes __ No X
                                                         -


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TABLE OF CONTENTS

                       PART I. FINANCIAL INFORMATION                    Page

Item 1. Financial Statements                                              2
Item 2. Management's Plan of Operation                                    6

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                 7
Item 2. Changes in Security                                               7
Item 3. Default Upon Senior Securities                                    8
Item 4. Submission of Matters to a Vote of Security Holders               8
Item 5. Other Information                                                 8
Item 6. Exhibits and Reports on Form 8-K                                  8


                          PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Set forth below are the financial statements for the Company for the three month
periods ended March 31, 2002.

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page

Balance Sheets March 31, 2002 and 2001 (Unaudited)                        2

Statement of Operations for the Three Months ended                        3
 March 31, 2002  and 2001 (Unaudited)

Statement of Cash Flow for the Three-Months ended                         4
 March 31, 2002 and 2001 (Unaudited)

Notes to Financial Statements                                             5



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<TABLE>
<CAPTION>


                                GEXA CORPORATION
                            CONDENSED BALANCE SHEETS


                                                March 31,     December 31,
                        ASSETS                   2002            2001
                                              ------------  ---------------
                                              (Unaudited)
Current assets:
<S>                                           <C>            <C>
     Cash and cash equivalents                $ 1,140,873    $   585,514
     Accounts receivable                          324,731              -
     Employee advances                              4,000              -
                                                ----------     ----------
      Total current assets                      1,469,604        585,514
                                                ----------     ----------

Property and equipment:
     Office equipment                               8,569              -
     Computer equipment                             4,711          1,550
     Computer software                              1,572              -
                                                ----------     ----------
                                                   14,852          1,550

   Less:  Accumulated depreciation                    312             78
                                                ----------     ----------
      Net property and equipment                   14,540          1,472
                                                ----------     ----------

Other assets:
     EZ-Utilities website                          85,600         85,600
     Deposit-PUC                                  100,000        100,000
     Deferred Financing Costs,
      net of amortization                         275,000              -
     Other deposits                                 1,140              -
     Deferred Income Tax                          157,486        157,486
                                                ----------     ----------
      Total other assets                          619,226        343,086
                                                ----------     ----------

      Total assets                            $ 2,103,370    $   930,072
                                                ==========     ==========


                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                         $   277,551    $   217,505
     Sales tax payable                             27,719              -
     Customer deposits                             52,720            350
                                                ----------     ----------
      Total current liabilities                   357,990        217,855
                                                ----------     ----------

Long-term liabilities:
     Notes payable-officer                        100,000        100,000
     Accrued interest payable                       5,629          3,518
                                                ----------     ----------
      Total long-term liabilities                 105,629        103,518
                                                ----------     ----------

      Total liabilities                           463,619        321,373
                                                ----------     ----------

Stockholders' equity:
     Preferred stock $.05 par value;
      2,500,000 shares authorized;
      248,964 issued and outstanding               12,449              -
     Additional paid-in capital-preferred stock   440,266              -
     Common stock, $.01 par value;
      75,000,000 shares authorized;
      7,377,022 shares issued and
      outstanding in 2002 and
      6,485,422 shares issued and
      outstanding in 2001                          73,770         64,854
     Additional paid-in capital-common stock    5,105,848      4,058,205
     Less:  Stock subscriptions receivable       (32,000)              -
     Accumulated deficit                      (3,960,582)    (3,514,360)
                                              ------------   ------------

      Total stockholders' equity                1,639,751        608,699
                                               -----------    -----------

      Total liabilities and
       stockholders' equity                  $  2,103,370    $   930,072
                                               ===========    ===========

            See accompanying notes to condensed financial statements


</TABLE>



                                       2
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<TABLE>
<CAPTION>


                                GEXA CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    For the          For the
                                                     Three            Three
                                                 Months Ended     Months Ended
                                                   March 31,        March 31,
                                                     2002             2001
                                                  -------------   ------------


<S>                                            <C>              <C>
Sales                                          $       339,126  $           -

Cost of sales                                          314,728              -
                                                  -------------   ------------

Gross profit                                            24,398              -

General and administrative expense                     473,015         40,750
                                                  -------------   ------------

Loss from operations                                  (448,617)       (40,750)

Interest income                                          4,506              -

Interest expense                                        (2,111)             -
                                                  -------------   ------------

Net loss                                       $      (446,222) $     (40,750)
                                                  =============   ============

Basic net loss per share                       $          (.06) $        (.05)
                                                  =============   ============

Basic weighted average shares outstanding            7,020,950        821,489
                                                  =============   ============

Diluted net loss per share                     $          (.06) $        (.05)
                                                  =============   ============

Diluted weighted average shares outstanding          7,020,950        821,489
                                                  =============   ============

            See accompanying notes to condensed financial statements


</TABLE>



                                       3
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<TABLE>
<CAPTION>



                                GEXA CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                     For the        For the
                                                      Three          Three
                                                  Months Ended    Months Ended
                                                    March 31,      March 31,
                                                      2002            2001
                                                 -------------   -------------


Cash flows from operating activities:
<S>                                             <C>             <C>
Net income (loss)                               $   (446,222)   $    (40,750)
Adjustments to reconcile net income (loss) to
  net cash used in operating activities
      Depreciation and amortization                    25,234               -
      Stock issued to officers, directors
       and consultants for services                   279,250          40,750
      Stock issued to pay note interest                     -               -
      Increase in accounts receivable               (324,731)               -
      Increase in employee advances                   (4,000)               -
      Increase in deposits                            (1,140)               -
      Increase in accounts payable                     60,046               -
      Sales tax payable                                27,719               -
      Increase in customer deposits                    52,370               -
      Increase in accrued interest payable              2,111               -
                                                 -------------   -------------

Net cash used in operating activities                (329,363)              -
                                                 -------------   -------------

Cash flows from investing activities:
      Purchase of property and equipment              (13,302)              -
                                                 -------------   -------------

Net cash used in investing activities                 (13,302)              -
                                                 -------------   -------------

Cash flows from financing activities:
      Proceeds from the sale of preferred stock        496,499
      Proceeds from sale of common stock               571,376              -
      Payments to stock brokers                      (169,851)              -
                                                 -------------   -------------

Net cash provided by financing activities              898,024              -
                                                  ------------   -------------

Net change in cash                                     555,359              -

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

Cash and cash equivalents at end of period       $   1,140,873 $            -
                                                  ============   =============

                Supplemental Disclosure of Cash Flows Information

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

</TABLE>



                 Supplemental Disclosure of Noncash Transactions

During the three months ended March 31, 2002, the Board authorized the issuance
of 86,000 shares of common stock to consultants for services valued at $88,750
and 3,000 shares of common stock to an employee for services valued at $3,000.

During the three months ended March 31, 2002, the Company issued common stock
options warrants to its primary creditor as part of the Company's financing
agreement. The options for 300,000 shares are valued at $300,000 and will be
amortized at $8,333 per month over the three year term of the financing
agreement. See Note 3.

During the same period, three employees exercised their stock options to
purchase 32,000 shares of common stock at $1.00 per share but did not pay for
them, resulting in stock subscriptions receivable of $32,000.

            See accompanying notes to condensed financial statements





                                       4
<PAGE>



                                   GEXA CORP.
              Notes to the Unaudited Condensed Financial Statements
                                   (Unaudited)
                                 March 31, 2002

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles 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 generally accepted accounting principles for complete
financial statements and should be read in conjunction with Notes to Financial
Statements contained in the Company's Annual Report on Form 10-KSB/A for the
year ended December 31, 2001. 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 ended
March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002.

During the year ended December 31, 2001, the Company was classified as a
development stage enterprise. Since operations commenced in the year 2002, and
there were significant revenues; as of March 31, 2002, the Company has ceased to
be classified as a development stage enterprise.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America 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. Accounts Receivable

The revenue from the sale of electricity is recognized when the electricity has
been used by the residential or commercial customer. Customers are billed for
electricity usage in the month following that usage, and so revenue for the
month ended March 31, 2002 is accrued as billings generated through April 25,
2002. As of March 31, 2002, Accounts Receivable contains billed revenue and
unbilled revenue as follows,

<TABLE>
<CAPTION>


<S>                                          <C>
Billed Revenue at March 31, 2002             $                    85,860
Unbilled Revenue at March 31, 2002                               238,871
                                                  -----------------------

Accounts Receivable at March 31, 2002                            324,731
                                                  -----------------------

</TABLE>


3. Equity Transactions

During the three months ended March 31, 2002, the Board authorized the issuance
of 86,000 shares of common stock to consultants for services valued at $88,750
and 3,000 shares of common stock to an employee for services valued at $3,000.

During the same period, 248,964 shares of preferred stock were sold for
$496,499.

During the same period, three employees exercised their stock options to
purchase 32,000 shares of common stock at $1.00 per share but did not pay for
them, resulting in stock subscriptions receivable of $32,000.

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

On February 11th, 2002 the Company sold 300,000 shares to a Board member in
exchange for $112,500 and a marketing agreement valued at 187,500.00.



                                       5
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Item 2. Management's Plan of Operation

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

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

Liquidity and Capital Resources

At March 31, 2002, we had current assets of $1,469,604, consisting of cash and
cash equivalents. As of March 31, 2002, we had other assets of $619,226 which
included a ninety day certificate of deposit in the amount of $100,000 required
by the State of Texas Public Utility Commission in connection with our
application to become a reseller of electricity after commencement of
deregulation on January 1, 2001. Other assets also included a data base valued
at $85,600, a deferred income tax asset of $157,486, and $275,000, net of
amortization, in common stock options issued to our guarantor as part of our
three year financing agreement.

Our total assets at March 31, 2002 were $2,103,370. At March 31, 2002, we had
current liabilities of $357,990, which consisted of accounts payable, accrued
electricity and TDSP charges, sales tax payable and customer deposits. TDSP
charges are the pass through costs charged by Reliant and TXU to all deregulated
electricity companies in the areas in which the Company operates for metering
services and maintenance of the electricity grid. Our long-term liabilities
consisted of an interest bearing five year promissory note at 6% issued to our
Chairman in the amount of $100,000.

During the three-month period ended March 31, 2002, we had a negative cash flow
from operations of $329,363. Our financing activities provided us with $898,024.
We received proceeds from the sale of restricted stock in the amount of
$1,108,498. These proceeds were offset by commission payments of $94,891.



                                       6
<PAGE>



We may seek to raise additional funds from the sale of equity or debt securities
or other borrowings or a combination thereof as part of our business plan to
resell electricity in the State of Texas. There can be no assurance that we will
be able to continue to operate through the issuance of notes, restricted shares
of common stock or other instruments, including the issuance of shares for
services provided to us or will be able to raise funds through the issuance of
shares. We have no written agreement with our CEO/chairman or with any other
affiliate or unaffiliated person to provide any continued funding.

There are currently no limitations on our ability to borrow funds or issue
restricted common stock to finance potential new business opportunities.
However, our limited resources and lack of operating history may make it
difficult to do so. The amount and nature of any borrowing by us will depend on
numerous factors, including our capital requirements, potential lenders'
evaluation of our ability to meet debt service on borrowing and the then
prevailing conditions in the financial markets, as well as general economic
conditions. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements, if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in our best interests. Our inability to
borrow funds or to provide funds for an additional infusion of capital may have
a material adverse effect on our financial condition and future prospects. To
the extent that additional debt financing ultimately proves to be available, any
borrowing will subject us to various risks traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Security

(c) Equity securities of the registrant sold by the registrant during the period
ended March 31, 2002 that were not registered under the Securities Act.:
During the three month period ended March 31, 2002, we issued 248,964 restricted
shares of preferred stock that were not registered under the Act. We relied upon
Section 4(2) of the Act as the basis for the exemption from the registration
requirements of the Act and there was public solicitation involved. The shares
of preferree stock were sold to private investors who are "accredited investors"
as defined under Rule 501(a)(3) under the Act. All recipients either received
adequate information about the Company or had access, through employment or
other relationships, to such information.


Name of Holder       Date of Issuance   Number Preferred Stock   Consideration
--------------       ----------------   ----------------------   -------------

Private Investors        03-31-02               248,964          $496,499 (1)
(1) The Company believes these transactions were exempt from registration
pursuant to Section 4 (2) and Rule 506 of Regulation D of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. The purchasers in each case represented their intention to acquire
the securities for investment only and not with a view to the distribution
thereof. Appropriate restrictive legends are affixed to the stock certificates
issued in such transactions. All recipients either received adequate information
about the Company or had access to such information. In addition, the purchasers
described above were "accredited investors" (as that term is defined in Rule
501(a)(3) promulgated under the Act).




                                       7
<PAGE>



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:

    Exhibit No.             Document Description

      3(i)   Articles of Incorporation and amendments (filed as Exhibits to the
             Company's Registration Statement on Form 10-12g filed on September
             3, 1987 and are incorporated herein by reference)

      3(ii)  Bylaws (filed as Exhibit to the Company's Registration Statement on
             Form 10-12g, filed on September 3, 1987 and are incorporated herein
             by reference)

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

(b) Form 8-K.

None.


                                   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/ Marcie Zlotnik
Marcie Zlotnik, President and Director
Dated: March 31, 2002
Houston, Texas




                                       8
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