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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

(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, 2004

|_| 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 registrant as specified in its charter)

Texas		76-0670175
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
20 Greenway Plaza, Suite 600, Houston, TX		77046
(Address of principal executive offices)		(Zip Code)
(713) 470-0400
(Issuer’s telephone number)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding  12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:Common Stock, $.01 par value 8,645,070 shares outstanding as of October 30, 2004

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	Page
Item 1. Condensed Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Submission of Matters to a Vote of Security Holders	30
Item 5. Other Information	30
Item 6. Exhibits	30

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Set forth below are the condensed financial statements for the Company for the three and nine month periods ended September 30, 2004 and 2003.

INDEX TO CONDENSED FINANCIAL STATEMENTS

	Page
Condensed Balance Sheets as of September 30, 2004 (Unaudited) and December 31, 2003	4
Condensed Statements of Operations for the three and nine months ended September 30, 2004 and 2003 (Unaudited)	5
Condensed Statements of Cash Flows for the nine months ended September 30, 2004 and 2003(Unaudited)	6
Notes to Condensed Financial Statements (Unaudited)	8

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Gexa Corp.
CONDENSED BALANCE SHEETS
(In thousands, except share data)

														September 30, 2004					December 31, 2003
														(Unaudited)
Assets
Current Assets:
								Cash and cash equivalents							$	1,529				$	10,829
								Cash - restricted								11,701					3,613
							Accounts receivable, net of allowance for doubtful accounts									42,107					22,327
							Deferred tax asset									1,046					458
						Other current assets										68					82
												Total Current Assets				56,451					37,309
Property and equipment, net																1,097					374
Deferred tax asset																276					292
Other assets																2,710					227
					Total Assets										$	60,534				$	38,202
Liabilities and Shareholders’ Equity
Current Liabilities:
					Current portion of long-term debt										$	—				$	608
				Accrued electricity costs												18,448					16,555
				Accounts payable and other accrued expenses												13,179					6,084
			Taxes payable (Federal Income, State Franchise, Sales, and GRT)													7,408					2,923
			Customer deposits													5,271					3,376
											Total Current Liabilities					44,306					29,546
Long-term debt																6,056					2,382
Puttable warrant obligation																—					4,125
Accrued interest payable - officer																—					20
		Total Liabilities														50,362					36,073
Shareholders’ Equity:
		Common stock, $0.01 par value; 75,000,000 shares authorized; 8,554,838 shares issued and 8,540,991 shares outstanding at September 30, 2004; 8,261,128 shares issued and 8,247,281 shares outstanding at December 31, 2003														86					83
	Additional paid-in capital															9,180					7,348
	Treasury stock, at cost; 13,847 shares															(14	)				(14	)
	Retained earnings (accumulated deficit)															920					(5,288	)
										Total Shareholders’ Equity						10,172					2,129
									Total Liabilities and Shareholders’ Equity						$	60,534				$	38,202

See accompanying notes to condensed financial statements

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GEXA CORP.
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

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			Three Months Ended										Nine Months Ended
			September 30, 2004					September 30, 2003					September 30, 2004					September 30, 2003
								As Restated (See Fn 11)										As Restated (See Fn 11)
			(Unaudited)										(Unaudited)
Sales				$	86,781				$	39,644				$	199,319				$	74,012
Cost of goods sold					78,694					34,895					178,589					66,596
	Gross profit				8,087					4,749					20,730					7,416
General & administrative expenses					5,293					2,703					12,862					5,787
	Income from operations				2,794					2,046					7,868					1,629
Interest income					18					9					25					19
interest expense					(347	)				(144	)				(767	)				(215	)
Other financing income (expense) (see Note 7)					(415	)				(193	)				1,840					(193	)
	Earnings before income taxes				2,050					1,718					8,966					1,240
Income tax expense					993					699					2,758					470
	Net income				1,057					1,019					6,208					770