Attached files

file filename
EX-10.28 - CONVERTIBLE PROMISSORY NOTE DATED AUGUST 13, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-28.htm
EX-10.26 - CONVERTIBLE PROMISSORY NOTE DATED MAY 23, 2008 - GREEN EQUITY HOLDINGS, INC.exhibit10-26.htm
EX-10.32 - CONVERTIBLE PROMISSORY NOTE DATED AUGUST 6, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-32.htm
EX-10.30 - CONVERTIBLE PROMISSORY NOTE DATED FEBRUARY 27, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-30.htm
EX-10.25 - CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 30, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-25.htm
EX-10.29 - CONVERTIBLE PROMISSORY NOTE DATED JULY 17, 2008 - GREEN EQUITY HOLDINGS, INC.exhibit10-29.htm
EX-10.27 - CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 30, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-27.htm
EX-10.31 - CONVERTIBLE PROMISSORY NOTE DATED OCTOBER 30, 2008 - GREEN EQUITY HOLDINGS, INC.exhibit10-31.htm
EX-32.1 - CERTIFICATION - GREEN EQUITY HOLDINGS, INC.exhibit32-1.htm
EX-31.1 - CERTIFICATION - GREEN EQUITY HOLDINGS, INC.exhibit31-1.htm
EX-10.38 - CONVERTIBLE PROMISSORY NOTE DATED SEPTEMBER 30, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-38.htm
EX-10.43 - PROMISSORY NOTE DATED OCTOBER 7, 2010 - GREEN EQUITY HOLDINGS, INC.exhibit10-43.htm
EX-10.39 - CONVERTIBLE PROMISSORY NOTE DATED MARCH 31, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-39.htm
EX-10.40 - CONVERTIBLE PROMISSORY NOTE DATED JUNE 5, 2008 - GREEN EQUITY HOLDINGS, INC.exhibit10-40.htm
EX-10.44 - PROMISSORY NOTE DATED DECEMBER 1, 2010 - GREEN EQUITY HOLDINGS, INC.exhibit10-44.htm
EX-10.37 - CONVERTIBLE PROMISSORY NOTE DATED AUGUST 6, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-37.htm
EX-10.41 - CONVERTIBLE PROMISSORY NOTE DATED JULY 31, 2009 - GREEN EQUITY HOLDINGS, INC.exhibit10-41.htm
EX-10.42 - PROMISSORY NOTE DATED SEPTEMBER 1, 2010 - GREEN EQUITY HOLDINGS, INC.exhibit10-42.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended December 31, 2010

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

For the transition period from _______ to _______

Commission File Number 0-52396

GREEN EQUITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada 20-2889663
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1015 W. Newport Center Drive, Suite 105 Deerfield Beach, FL 33442
(Address of principal executive offices)

(954)573-1709
Registrant's telephone number

___________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]        Accelerated filer [   ]        Non-accelerated filer [   ]        Small reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

As of December 31, 2010, there were 59,072,210 shares of the registrant's common stock outstanding.


GREEN EQUITY HOLDINGS, INC.
INDEX

PART I FINANCIAL INFORMATION   
   
Item 1. Condensed Financial Statements F-1
   
Condensed Balance Sheets at December 31, 2010 (unaudited) and March 31, 2010 F-1
   
Unaudited Condensed Statements of Operations for the nine months ended December 31, 2010 and December 31, 2009 F-2
   
Unaudited Condensed Statements of Cash Flows for the nine months ended December 31, 2010 and December 31, 2009 F-3
   
Unaudited Notes to Condensed Financial Statements F-4
   
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3
   
Item 3. Controls and Procedures 5
   
PART II OTHER INFORMATION   
   
Item 1. Risk Factors 6
   
Item 2. Other Information 6
   
Item 3. Exhibits 6

2


GREEN EQUITY HOLDINGS, INC.
CONDENSED BALANCE SHEETS

    December 31,     March 31,  
    2010     2010  
    (Unaudited)     (Audited)  
             
CURRENT ASSETS            
Cash and Cash Equivalents $  2,256   $  -  
Accounts receivable   -     -  
Notes receivable-related party   -     1,245  
Prepaid expenses   -     5,000  
             
TOTAL CURRENT ASSETS   2,256     6,245  
             
Property & Equipment,   84,738     90,860  
Property & Equipment, net   84,738     90,860  
             
Other Assets   24,250        
TOTAL ASSETS $  111,244   $  97,105  
             
             
             
CURRENT LIABILITIES            
           
Accounts payable and accrued interest $ 455,753   $  683,696  
Notes payable - related party   389,861     391,106  
Notes Payable – Other   434,660     210,941  
             
TOTAL LIABILITIES   1,280,274     1,285,743  
             
Commitments and Contingencies            
             
STOCKHOLDERS' EQUITY (DEFICIT)            
             
Preferred stock, $0.0001 par value; 50,000,000 shares
   authorized; none are issued and outstanding.
  -     -  
Common stock, $0.0001 par value, 500,000,000 shares
   authorized; 59,072,210 and 27,483,210 shares issued
   and outstanding at December 31, 2010; and March 31,
   2010, respectively.
  56,733     27,483  
Additional paid-in capital   8,634,990     8,334,664  
Accumulated deficit   (9,860,753 )   (9,550,785 )
             
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   (1,169,030 )   (1,188,638 )
             
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $  111,244   $  97,105  

F-1

See accompanying notes to the condensed unaudited financial statements


GREEN EQUITY HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

    For The Three     For The Three     For The Nine     For The Nine  
    Months Ended     Months Ended     Months Ended     Months Ended  
    December 31,     December 31,     December 31,     December 31,  
    2010     2009     2010     2009  
                         
REVENUES $  -   $  -   $  -   $  -  
Cost of sales   -     -     -     -  
GROSS MARGIN   -     -     -     -  
                         
OPERATING EXPENSES:                        
Selling, general and administrative   162,380     21,101     385,874     93,779  
Depreciation and amortization   13,323     13,073     41,122     39,218  
                         
TOTAL OPERATING EXPENSES   175,703     34,174     426,996     132,998  
                         
NET LOSS FROM OPERATIONS   (175,703 )   (34,174 )   (426,996 )   (132,998 )
                         
OTHER EXPENSE                        
Interest expense   (5,160 )   -     (15,480 )   -  
Other income   -     1,211     469     3,711  
TOTAL OTHER EXPENSES   (5,160 )   1,211     (15,011 )   3,711  
                         
                         
NET LOSS $  (180,863 ) $  (32,963 ) $  (442,007 ) $  (129,287 )
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANIDING-BASIC AND DILUTED   3,104,250     23,533,100     7,040,976     23,057,210  
                         
LOSS PER COMMON SHARES-BASIC AND DILUTED $  (0.06 ) $  (0.001 ) $  (0.06 ) $  (0.006 )

F-2

See accompanying notes to the condensed unaudited financial statements.


GREEN EQUITY HOLDINGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Indirect Method

    For the Nine Months Ended  
    December 31,  
    2010     2009  
CASH FLOW FROM OPERATING ACTIVITIES:              
         Net loss $ (442,007 ) $  (129,287 )
         Adjustment to reconcile net loss to net cash used in 
         operating activities:
       
             Depreciation and amortization     41,872     39,219  
             Common shares issued for services     342,428     -  
             Changes in assets and liabilities:              
             Increase in accounts receivable     -     (2,500 )
             Decline in accounts payable     (11,813 )   17,924  
             Increase in accrued expenses     20,280        
             Other assets     (25,000 )   -  
             Change in Sales tax payable     (354 )   -  
         Net Cash (Used) in Operating Activities     (74,594 )   (74,644 )
               
CASH FLOW FROM INVESTING ACTIVITIES:              
             Advance to purchase fixed asssets     (35,000 )      
         Net Cash Used in Investing Activities $ (35,000 )   -  
               
CASH FLOW FROM FINANCING ACTIVITIES:              
           Bank overdraft     -     36  
           Repayments to Empire, LP     (23,303 )   -  
           Decrease is notes payable – Other     (10,000 )      
           Increase in notes payable to Empire, LP     20,000     -  
           Proceeds from notes payable – OTC Capital, LLC     39,800     -  
               
           Proceed from notes payable – FCI, Corp.     30,253     -  
           Proceed from notes payable – others     -     74,416  
           Proceeds from sale of common stock     55,100        
         Net Cash and\or shares (Used) in Financing Activities $ 111,850   $  74,452  
         Cash and cash equivalents at beginning of period           (192 )
         Change in Cash Flow           192  
         Cash and cash equivalents at end of period   2,256   $  -  
               
Supplemental Disclosure of (a) Non-Cash for Operations              
(b) Investing Activities and (c) Financing Activities:              
Notes payable to Empire in exchange to GEO Commnand notes $ 208,500      
Value of services for 2,500,000 shares at $0.04 less n\p a $ 97,500        
Common stock issued upon conversion of Notes Payable to Empire, LP $ 2,500      
Common stock issued upon conversion of Notes Payable to OTC Capital Partners, LLC $ 7,500      
Value of services for 1,500,000 shares at $0.04 less n\p c $ 58,500        
Value of 2,000,000 shares sold at $0.0181 from n\p c $ 36,200        
Value of services for 100,000 $0.03 less n\p c $ 2,000        
Value of services for 2,500,000 shares at $0.04 less n\p c $ 97,500        
Value of services for 500,000 shares at $0.03 less n\p c $ 14,500        

See accompanying notes to the condensed unaudited financial statements.

F-3


GREEN EQUITY HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended December 31, 2010

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

CX2 Technologies, Inc. (“the Company" or "CX2") was incorporated on May 21, 2002 as Brook-view Institute, Inc., under the laws of the State of Nevada. On November 16, 2005, the Company changed its name to CX2 Technologies, Inc. On December 6, 2005, the Company filed articles of correction to change the name to CX2 Technologies, Inc. On May 10, 2006, the Company commenced its business operations in the State of Florida. Effective August 16 th, 2010, the Company changed its name to Green Equity Holdings, Inc. (the “Name Change”).

Concurrently with the Name Change, the Company changed its focus to become a holdings company that invests primarily in high growth businesses offering novel solutions to global energy, resources and environmental challenges. Pursuant to the new strategy, the company entered into a letter of intent, effective September 2010, to enter into a joint venture with Strategic Energy Supplies Corporation (“SESC”) to build and operate not less than three (3) grease trap plants within the next twelve months.

On June 30, 2010, Lester Hahn, sole director, President and CEO of CX2 Technologies, Inc. (the “Company”) resigned from the positions held with the Company including resignation as a member of the Board service. There was no disagreement as defined in 17 CFR 240.3b -7- between the Registrant and Mr. Hahn’s resignation from the Board of Directors

Effective June 30, 2010, the Company appointed Raimundo Dias as sole Director, President and CEO to replace Mr. Hahn. Mr. Dias will serve as a director until his successor has been elected at the next annual meeting of the Registrant's shareholders or until his earlier resignation, removal, or death.

Effective October 8, 2010, the Company entered into a definitive agreement with Evolution Fuels, Inc. to be a 50% member in their fully owned bio diesel plant in Durant in Oklahoma for $125,000. According to the letter of intent, the Company has invested $25,000 thus far with the balance to be paid upon closing November 8, 2010. The Company also agreed to assist in financing capital improvements to the Durant Plant totaling 1,375,000 beginning January 2011.

Finally, effective November 3, 2010, by resolution of the board, the Company authorized the cancellation and return to treasury 4,525,750 shares of common stock

F-4


GREEN EQUITY HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended December 31, 2010

NOTE 2 INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements of Green Equity Holdings, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 2010 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements and the results of its operations for the interim period then ended December 31, 2010, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.

NOTE 3 GOING CONCERN

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a net loss of $442,007and a negative cash flow from operations of $49,594 during the ninemonths ended December 31, 2010, along with a working capital deficiency of $187,098 and a stockholder's deficiency of $1,69,029. These conditions raised substantial doubt about the Company's ability to continue as a going concern. The Company had recurring losses from its operations that began in 2002 and the annual revenues were not sufficient enough to cover the Company's incurred expenses and its obligations as they became due.

NOTE 4 RE-ORGANIZATION COSTS

The Company re-allocated prepaid expenses in the amount of $5,000 to Re-Organization Costs that were attributable to the acquisition. These reorganization costs are being amortized over a 60 month period. Amortization expense for the nine and three months ended December 31, 2010 was $750 and $250, respectively.

F-5


GREEN EQUITY HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended December 31, 2010

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summarizes significant accounting policies to assist the reader in understanding and evaluating the condensed financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America and have been applied consistently in all material respects.

Basis of Accounting

The condensed financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred.

Revenue Recognition

The Company followed the provisions of Topic ASC 605 “Revenue Recognition in Financial Statements”, formerly Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition. Revenue from users of network services were recognized at the time the services were provided. For example, revenue from the sale of radios and other related equipment were recognized at the date of delivery to the customer and when collection was reasonably assured. Revenues from consulting services were recognized at the time services were provided.

Estimates

The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC topic 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying values of the Company's financial instruments which consist of accounts receivable, notes receivable, accounts payable, and notes payable approximate fair values due to the short-term maturities of such instruments.

Net Loss Per Share

The Company computed basic and diluted loss per share amounts for December 31, 2010 pursuant to the ASC topic 260, “Earnings per Share.” Basic EPS is calculated as net income or loss attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the "if converted" method for common stock equivalents. As of December 31, 2010 there were no common stock equivalents outstanding.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

F-6


GREEN EQUITY HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended December 31, 2010

NOTE 5 NOTES PAYABLE

Debt due as of December 31, 2010 consists of the following:

Unsecured notes payable to Biz.com are interest bearing and have no payment terms.   389,861  
Unsecured notes payable to Empire, LP are non-interest bearing and due on demand.   303,280  
Unsecured notes payable to Michael Rand are interest bearing and have no payment terms.   32,189  
Unsecured notes payable to OTC Capital LLC are non-interest bearing and due on demand.   66,394  
Unsecured notes payable to FCI Corp. are non-interest bearing and due on demand.   32,798  
       
Sub-total of long term notes payable   824,522  
Less: Current portion of long term notes payable   824,522  
Total   -  

NOTE 6 STOCKHOLDERS' EQUITY

Common Stock

As of July 1, 2010, the Company has increased its authorization to issue common stock in the amount of 500,000,000 shares; having a par value of $.0001 per share. There were 59,072,210and 27,483,210 shares issued and outstanding as of December 31, 2010, and March 31, 2010, respectively.

Preferred Stock

As of July 1, 2010, the Company has increased its authorization to issue preferred shares Series A and B in the amount 50,000,000 shares; having a par value $0.0001. None are issued and outstanding.

Private Placement of Common Stock

As of December 31, 2010, there were no private placements for common stocks being offered through private placement memorandums.

F-7


GREEN EQUITY HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended December 31, 2010

NOTE 7 COMMITMENTS AND CONTINGENCIES

Operating Lease Obligations

In November of 2010, the Company entered into a 60-month operating lease for 8,400 square feet of warehouse and office space located at 3305 Anvil Place in Raleigh, NC beginning November 1, 2010 and ending November 30, 2015 for rent in the amount of $4,800 per month, exclusive of recurring utility expenses.

NOTE 8 RELATED PARTY TRANSACTIONS

Until released legally, the previous Company known as CX2 Technologies, Inc. was party to a number of agreements with Biz-com USA, Inc. ("Biz-com") a former major stockholder of the Company. The previous Company had non-exclusive access to 500 million minutes of airtime in the 220 MHz frequency band as a result of its Airtime Agreement with Biz-com which was entered into in March 2006. In addition, the Company had another non-exclusive license agreement (known as “the “License Agreement”) with Biz-com which provided for rights to use certain wireless digital data intellectual property, including rights to further develop the existing technology and/or new technology of which new would be owned by the Company. The Company also had certain ancillary obligations to Biz-com including lease hold payments on behalf of Biz-com so long as the License Agreement was in full force and effect. In 2008, Biz-com ceased operations and lost ownership of its FCC licenses thereby breaching its obligations under the License Agreement. Accordingly, the new Company believes that all agreements with and obligations to Biz-com related to the License are null and void and that the Company is released from any obligation to Biz-com and/or having any successor-in-interest in any of our new developments.

F-8


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is a general discussion and analysis of our financial condition and results of operations for the six month ended December 31, 2010 that could have a significant effect on reporting financial statements in the future.

Caution Regarding Forward-Looking Information

All statements contained in this Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under "Risk Factors" in Item 1A of Part II below and in the "Risk Factors" section of our Form 10-K for the fiscal year ended March 31, 2010 that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Effective August 16 th, 2010, the Company changed its name to Green Equity Holdings, Inc. (the “Name Change”). Concurrently with the Name Change, the Company changed its focus to become a holdings company that invests primarily in high growth businesses offering novel solutions to global energy, natural resources, and environmental challenges. Pursuant to the new strategy, the company entered into a letter of intent, effective September 2010, to enter into a joint venture with Strategic Energy Supplies Corporation (“SESC”) to build and operate not less than three (3) grease trap plants within the next twelve months. The Company is also actively seeking other potential partners or acquisition candidates in the alternative energy business.

Previously, the Company was engaged in the development and sale of its CX2 branded 220 MHz digital wireless data communications technology and related services for use by various commercial and industrial application providers and the Homeland Security and Public Safety sector.

However, due to technological advancements and price competition from cellular telephone and wireless communication services made demand for the lower frequency band transmitter virtually obsolete. Therefore, the Company’s management agreed to discontinue manufacturing and marketing the 220 MHz public-safety, emergency, and disaster relief devices.

Effective June 28, 2010, the intellectual property CX2 technology, Inc. which had the rights to resell licensed airtime supplied by EPS Wireless Services transmitted from the Sears Tower in Chicago, IL, were claimed by Stillwater Funding which caused an action to be filed for a writ for garnishment of wages against Biz-Com and the Company. A default judgment with respect thereto was entered against Biz-Com and the Company. The Company is currently negotiating with Still Funding with respect to its claim against assets of Biz-Com, including 5,000,000 shares of the Company which was supposed to have been issued to Biz-Com in connection with the referenced transaction.

Effective September 21, 2010, the Company entered into a debt-conversion agreement with Empire LP, an accredited investment firm. The Company and Empire LP negotiated the assignment of GEO Command’s accounts payable balance in the amount of $208,500; and notes payable balance in the amount of $104,685 for value to Empire LP in lieu of an undisclosed amount in consideration for a consulting fee paid to GEO Command in the amount of $20,935. There has been no paid-in-capital, nor gain or loss recognized by the Company in association with the assignment.

Effective September 21, 2010, the Company entered into a debt-conversion agreement with OTC Capital Partners, LLC an accredited investment firm. The Company and OTC Capital Partners, LLC negotiated the assignment and discount of Michael Rand’s notes payable balance in the amount of $92,261 for value to OTC Capital Partners, LLC. OTC Capital Partners, LLC agreed to purchase in three tranches:

3


On June 15, 2010 debt in the amount of $26,334 converted into 9,100,000 shares issued between September 13 and October 19, 2010; on August 15, 2010 debt in the amount of $31,333; and on October 15, 2010 debt in the amount of $31,333 will also be converted into an undisclosed amount of Company shares.

Effective September 22, 2010, the Company secured a temporary injunction to prevent the trading of 1,565,000 additional shares of its common stock issued in order to satisfy notes payable owed to a related party. This discrepancy was uncovered during our March 31, 2010 annual audit prior to finalizing the purchase agreement for said notes by a third party.

We currently have a working capital shortage and must continue to seek and secure significant capital from outside funding sources as our cash flow from operations is insufficient to sustain operations. No assurances can be given that we will be successful in obtaining such needed capital. Our inability to promptly secure needed capital will materially adversely affect the Company and its operations, as we believe our current cash position and anticipated receipt of revenues will enable us to sustain current operations for up to approximately one month from the date of this filing.

Results of Operations

Nine months ended December 31, 2010 compared to the nine months ended December 31, 2009

Revenues: Revenues from operations for the nine months ended December 31, 2010 of $469 reflected a decrease of $3,242 from the nine months ended December 31, 2009 revenues of $3,711, as the Company discontinued selling equipment and providing consulting services primarily for base stations. We had minimal revenues in both quarters as we had largely ceased marketing of our products and services.

Operating Expenses: Operating expenses reflected an increase of $309,009 when comparing $442,007 for the nine months ended December 31, 2010, with $132,998 for the nine months ended December 31, 2009, as a result of an increase in costs for corporate legal work and accelerated depreciation.

Net Loss: The Company's net loss was approximately $442,007 for the nine months ended December 31, 2010, as compared to a net loss of approximately $129,287 for the nine months ended December 31, 2009.

Liquidity and Capital Resources

Our condensed financial statements appearing elsewhere in this report have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Management realizes that we must generate capital and revenue resources to enable us to achieve profitable operations. To the extent that we are unable to obtain additional working capital from operations and/ or other sources as required or otherwise desired, our condensed financial statements will be materially affected and we may be forced to curtail our operations.

We were in a working capital shortage at the fiscal year end of March 31, 2010 and at December 31, 2010, and cash flow from operations is insufficient to sustain our operations as of the date of this filing. As of the date of this filing, the Company still requires additional financing to sustain operations until new sources of financing are invested and revenues are earned. No assurances are given that we will be successful in obtaining the additional capital needed. Our inability to secure such additional financing will materially and adversely affect the Company and its operations. We believe our current cash position after funding and anticipated receipt of revenues will enable us to sustain current operations for up to approximately another three month quarter.

At December 31, 2010, we had stockholders' deficit of $1,169,030 total assets of $111,244 and total current liabilities of $1,280,274 For the nine months ended December 31, 2010, we have recognized net loss of $472,506 and for the nine months ended December 31, 2010 we used cash for operations in the amount of $49,594. Our operations and acquisitions have been funded by accredited investors and by loans from our management. These funds have been used for current working capital covering costs for general and administrative expenses, and corporate legal fees.

In the event we are unable to raise additional sufficient capital within the near future, such event will significantly restrict and possibly cause us to cease our operations and new objectives which could have a substantially adverse effect on the Company and its shareholders.

Critical Accounting Policies and Estimates

Note 4 of the Notes to the Condensed financial statements, includes a summary of the significant accounting policies and methods used in the preparation of our Condensed financial statements. We considered the following accounting policies and methods most relevant to our financial position and results of operations either because of the significance of the financial statement item or because they require the exercise of significant judgment or the use of estimates. In addition, Financial Reporting Release No. 61 requires all companies to include a discussion to address, among other things, liquidity, off-balance sheet arrangements, contractual obligations and commercial commitments.

4


ITEM 3 CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The management maintains disclosure of controls and procedures to our investors that are required to be in accordance with the disclosure rules promulgated by the Securities and Exchange Act of 1934. Such rules that govern the process of recording and reporting any such information considered news about our company controls and procedures having an impact to our investors have been made in the past and intend to be disclosed by management in a timely manner so our investors can make informed decisions regarding their investment in our company.

As of December 31, 2010, there have been no changes in our controls and procedures; internal efficiencies; supervision including our chief executive and principal financial officer requiring disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal controls and policies regarding the financial statement reporting process since the Company's last quarterly report to this quarterly report that would inhibit a reasonable person’s ability to make an informed decision about investing into the shares of the Company.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated can only provide reasonable assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving these objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable level of assurance.

5


PART II
OTHER INFORMATION

ITEM 1- Risk Factors.

There have been no material changes to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

ITEM 2 Other Information.

During the quarter ended September 30, 2010, the Company entered into a promissory note in favor of Fusion Capital Investment Corporation in the principal amount of $30,253. These proceeds were used by the Company for working capital. The notes are due on demand and do not bear interest.

During the Quarter ended December 31, 2010, the Company entered into an additional promissory note in favor of Fusion Capital Investment Corporation in the principal amount of $2,544 totaling $32,798. All proceeds were used by the Company for working capital. These notes are due on demand and do not bear interest.

ITEM 3 Exhibits and Reports on Form 8-K.

(a)              Exhibits:

10.24

Convertible Promissory Note dated December 23, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $1,345.92.

   
10.25

Convertible Promissory Note dated November 30, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $1,365.

   
10.26

Convertible Promissory Note dated May 23, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $40,500.

   
10.27

Convertible Promissory Note dated November 30, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $6,569.06

   
10.28

Convertible Promissory Note dated August 13, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $100.

   
10.29

Convertible Promissory Note dated July 17, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount $23,050.

   
10.30

Convertible Promissory Note dated February 27, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $18,450.

   
10.31

Convertible Promissory Note dated October 30, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $2,600.

   
10.32

Convertible Promissory Note dated August 6, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $8,500.

   
10.33

Convertible Promissory Note dated February 8, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $10,200.

   
10.34

Convertible Promissory Note dated November 25, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $1,784.80.

   
10.35

Convertible Promissory Note dated June 30, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command Inc. in the principal amount of $8,000.

6



10.36

Convertible Promissory Note dated August 27, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $2,400.

   
10.37

Convertible Promissory Note dated August 6, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount $8,500.

   
10.38

Convertible Promissory Note dated September 30, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $1,365.95.

   
10.39

Convertible Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $18,961.

   
10.40

Convertible Promissory Note dated June 5, 2008 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $14,113.

   
10.41

Convertible Promissory Note dated July 31, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $37,200.

   
10.42

Promissory Note dated September 1, 2010 issued by Green Equity Holdings, Inc. in favor of OTC Capital Partnership, LLC in the principal amount of $39,800.

   
10.43

Promissory Note dated October 7, 2010 issued by Green Equity Holdings, Inc. in favor of Empire Limited Partnership, Corp. in the principal amount of $20,000.

   
10.44

Promissory Note dated December 1, 2010 issued by Green Equity Holdings, Inc. in favor of Fusion Capital Investments, Corp. in the principal amount of $32,797.60.

   
31

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Principal Financial Officer

   
32

Section 1350 Certification



(b)              Reports on Form 8-K:

5.02

On June 30, 2010, Lester Hahn, sole director, President and CEO of CX2 Technologies, Inc. (the “ Company ” ), resigned from all positions held with the Company, including resigning from Board service. There were no disagreements as defined 17 CFR 240.3b-7, between the Registrant and Mr. Hahn ’ s resignation from the Board.

   

Also effective, June 30, 2010, the Company appointed Raimundo Dias as sole Director, President and CEO to replace Mr. Hahn. Mr. Dias will serve as a director until his successor has been elected at the next annual meeting of the Registrant ’ s shareholders or until his earlier resignation, removal, or death, and Mr. Dias has not been appointed to any committees of the Board as the Board does not presently have any committees.

   

Raimundo Dias, age 39, has over 16 years of experience in the financial markets. He is the President of Fusion Capital Investments Corporation, a private company specializing in business development. Mr. Dias received in 1995 a Bachelor’s Degree in Business Management and Marketing from St. Johns University where he has also elected to the board Organization of Latin American Studies (OLAS).

   

Mr. Dias does not have any employment agreement or other compensatory agreement in place with the Company, and is not presently being compensated for his service as an officer and director of the Company.

   
5.07

On August 14, 2010, holder of the majority of the voting power of the outstanding stock of CX2 Technologies, Inc. (the “ Company ” ) voted in favor of changing the Company ’ s name to “ Green Equity Holdings, Inc. ” (The “ Name Change ” ). The name change has been made affective on or about August 16, 2010.

6


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

/s/ Raimundo Dias  
Raimundo Dias, CEO  
   
   
/s/ Monte C. Waldman  
Monte C. Waldman, C.P.A., P.A.  
   
   
   
Date: February 20 , 2011