UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. 20549 ~~FORM 10-K~~

(MARK ONE)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to______
	Commission file number 0-52396
CX2 TECHNOLOGIES, INC.
(Exact Name of registrant as specified in its charter)

FORM 10-K

Nevada		20-2889663
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1015 W. Newport Center, Suite 105 Deerfield Beach, Florida		33442
(Address of principal executive offices)		(Zip Code)

(MARK ONE)

~~Registrant’s~~[ ~~telephone~~x ~~number,~~] ~~including~~ANNUAL ~~area~~REPORT ~~code~~PURSUANT (TO ~~954~~SECTION 13 OR 15(d) ~~573-1709~~OF THE SECURITIES EXCHANGE ACT OF 1934

For the annual period ended March 31, 2011

[ ] 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

CX2 Technologies Inc.
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.~~001~~0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o Yes x[ ] No [ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the ~~Securities Exchange~~ Act. o Yes x[ ] No [ x ]

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 o[ ]

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 (S.232.405 of this chapter) during the preceding 12 months (ofor for such shorter period that the registrant was required to submit and post such files). Yes [ x ~~Yes~~] o No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [ x ]

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. (Check one):

Large accelerated filer o[ ] Accelerated filer o[ ~~Non-accelerated~~] ~~filer o~~ Smaller reporting company [ x ] Non-accelerated filer [ ]

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

The issuer’s revenues for its most recent fiscal year were ~~$3,710~~none.~~59.~~

The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant as of ~~December~~March 3031, ~~2010~~2011 (based on the closing price of the registrant’s common stock on the OTCBB on ~~December~~March 3031, ~~2009~~2011) was approximately worth $49230,~~470~~533.

AtThere ~~March 31, 2010, there~~ were 2775,~~483~~222,210 outstanding shares of ~~CX2~~Common ~~Technologies,~~Stock ~~Inc.~~as ~~Common~~of March ~~Stock~~31, $02011.~~001 par value.~~

~~Documents Incorporated by Reference: None~~1

~~Transitional~~GREEN ~~Small~~EQUITY ~~Business~~HOLDINGS, ~~Disclosure~~INC. ~~Format~~ (~~check~~Formerly ~~one~~CX2 Technologies, Inc.) ~~Yes o No x~~ INDEX

TABLE OF CONTENTS

PART I	3

Item 1. Business	3
Item 1A. Risk Factors	4
Item 2. Properties	6
Item 3. Legal Proceedings	6
Item 4. Removed and Reserved	6
Item 5. Submission of Matters To A Vote of Securities Holders	7

PART II	7

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6. Selected Financial Data	7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	10
Item 8. Financial Statements and Supplementary Data	10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10
Item 9A. Controls and Procedures	10
Item 9B. Other Information	10

PART III	11

Item 10. Directors, Executive Officers and Corporate Governance	11
Item 11. Executive Compensation	12
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13. Certain Relationships and Related Transactions and Director Independence	13
Item 14. Principal Accountant Fees and Services	14

PART IV	14

Item 15. Exhibits and Financial Statement Schedules	14
Signatures	26
Financial Statements	16 – 26

PART I 3 Item 1. Business 3 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 21 Item 2. Properties 21 Item 3. Legal Proceedings 21 Item 4. Submission of Matters to a Vote of Security Holders 21 PART II 21 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item 6. Selected Financial Data 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24 Item 8. Financial Statements and Supplementary Data 24 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 24 Item 9A. Controls and Procedures 24 Item 9B. Other Information 25 PART III 25 Item 10. Directors, Executive Officers and Corporate Governance 25 Item 11. Executive Compensation 26 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 27 Item 13. Certain Relationships and Related Transactions and Director Independence 27 Item 14. Principal Accountant Fees and Services 28 PART IV 29 Item 15. Exhibits and Financial Statement Schedules 29 Signatures 31 Financial Statements F-1

PART I

ITEM 1: BUSINESS

Historical Overview

CX2 Technologies, Inc. (the “Company” or “CX2”) (formerly Brook-view Institute, Inc.) was incorporated on May 21, 2002 in Nevada. It was formed to develop and engage in operations and management of digital wireless data communications services of 220 MHz digital wireless data communications.

OnAs ~~November~~of 16March 31, ~~2005~~2010, the Company ~~changed~~has ~~its~~technically ~~name~~discontinued operations in the emergency telemetry software-mapping and design business due to changes in the technology and marketability for its CX2 ~~Technology~~Technologies, Inc. branded ~~(later~~devices ~~modified~~and toits ~~“CX2~~intellectual ~~Technologies~~properties, ~~Inc~~but will try and continue competing in this industry partnering with its related affiliate known as Geo Command.”) Since March 31, 2010, the Company has entered into a definitive stock purchase agreement and ~~increased~~established a selling price for the remaining control of [50%] the Company’s ~~authorized~~treasury ~~capital~~stock toand ~~200,000,000~~its ~~common~~financial ~~shares~~affairs ~~(par~~that ~~value~~was unavailable ~~$.001)~~to ~~and~~the ~~5,000,000~~general ~~preferred~~public ~~shares~~in ~~(par~~the ~~value~~open $market.~~001).~~

On ~~March~~November 616, ~~2006 (and subsequently revised on September 27~~2005, ~~2006),~~ the Company ~~circulated~~changed aits ~~private~~name ~~placement~~to ~~memorandum~~CX2 Technologies, ~~(“PPM”)~~Inc. toOn ~~sell~~May 510,~~000~~ 2006,~~000~~ ~~shares~~the ofCompany ~~common~~commenced ~~stock~~its atbusiness operations anin ~~offer~~the ~~price~~State of $1Florida.00 ~~per~~Effective ~~share~~July ~~for~~1, ~~total~~2010, ~~maximum~~there ~~gross~~was ~~offering~~a ~~proceeds~~ change of ~~$5,000,000~~control (of the ~~“Maximum~~Company ~~Proceeds”).~~business ~~Approximately~~objective ~~$1.2~~was ~~million~~refocused ~~was~~on ~~ultimately~~the ~~raised~~energy industry. ~~under~~Effective ~~the~~August ~~terms~~16, of2010, the ~~PPM~~Company ~~before~~changed itits ~~was~~name ~~terminated~~to inGreen Equity ~~June~~Holdings, ~~2008~~Inc.

OnSubsequent ~~March~~to ~~5, 2006~~ the ~~Company~~name ~~entered into an agreement with Biz.Com U.S.A.~~change, ~~Inc. (“Biz.com”), for~~ the ~~purchase~~Company ofhas ~~certain~~accomplished entering ofinto its 220 MHz Phase 2 Federal Communications Commission (“FCC”) licenses and related equipment. The initial planned operation of such licenses was expected at that time to be in certain geographical areas of Florida, Illinois, Michigan and Texas. As part of this transaction the ~~Company~~high ~~issued~~growth ~~5,000,000~~energy ~~shares~~industry ofby ~~Common~~entering ~~Stock~~into ~~with a fair value of $5,000,000 (based on a recent cash offering price) to Bi.com. Due to certain security covenants placed on~~ the ~~sale~~following letters of ~~these licenses, Biz.com was unable to conclude the sale to the Company.~~intent:

OnEffective ~~March~~September 62010, ~~2006,~~pursuant ~~the~~to ~~Company~~its ~~executed~~new astrategy ~~ten~~the company ~~year~~entered ~~200-220~~into ~~MHz~~a ~~Airtime~~letter ~~Agreement,~~of ~~which~~intent ~~was~~to ~~subsequently~~enter ~~amended~~into ~~effective~~a ~~March~~joint ~~19,~~venture ~~2007~~with Strategic ~~(as~~Energy ~~amended,~~Supplies ~~the~~Corporation (“~~Air Time Agreement~~SESC”), ~~for~~to ~~the~~build ~~non-exclusive~~and ~~use~~operate ofnot ~~five~~less than ~~hundred~~three ~~million~~(3) ~~minutes~~grease ontrap ~~all~~plants ofwithin the ~~Biz.com~~next ~~FCC~~twelve ~~licenses~~months. ~~The Air Time Agreement required payment by CX2 of a monthly user fee of $4~~Currently,~~000,~~ ~~which~~SESC is ~~was subsequently eliminated when the Air Time Agreement was amended~~ in ~~March 2007, and also provided for~~ the ~~retention~~process of ~~the~~establishing 5its ~~million~~first ~~previously~~plant ~~issued~~for ~~shares~~operations byin ~~Biz~~Raleigh, North Carolina.~~com.~~

OnEffective ~~February~~October 268, ~~2007~~2010, ~~CX2~~the ~~and~~Company ~~Biz.com~~ entered into a definitive ~~Licensing~~agreement ~~Agreement~~with &Evolution ~~Asset Sale (the “Licensing Agreement”)~~Fuels, ~~pursuant~~Inc. to ~~which~~be ~~CX2 acquired from Biz.com~~ a ~~non-exclusive~~50% ~~license~~member toin ~~its~~their fully ~~wireless~~owned ~~digital~~bio ~~data~~diesel ~~intellectual~~plant ~~property~~in ~~for cash payments and 1~~Durant,~~500,000~~ ~~shares~~Oklahoma offor ~~common stock~~$125, ~~which were not issued~~000. ~~This~~According ~~license granted the Company the right~~ to ~~use Biz.com proprietary technologies without restriction, including rights to further develop~~ the letter ~~existing technology or new technology which new development would be owned by CX2. In addition, CX2 bought from Biz.com all~~ of ~~its digital base station equipment and associated assets both deployed on the Chicago network and in inventory. The inventory included all digital base stations~~agreement, ~~RRM boards and connective cabling, combiners, racks, antennas, maintenance equipment, lab equipment, and office equipment at~~ the Company’s ~~former~~has ~~Burr~~invested ~~Ridge offices in Illinois~~$35,000 ~~together~~thus far with ~~any~~the ~~such~~balance to ~~equipment~~be inpaid ~~any~~upon ~~Biz~~closing.~~com~~ ~~storage~~The ~~facility in Illinois. In late 2008, the~~ Company ~~learned~~also ~~that~~agreed ~~Biz.com no longer owned its FCC licenses and therefore misrepresented~~ to ~~the~~assist ~~Company when it~~ in ~~fact~~financing ~~did~~capital improvements ~~not have any of the rights~~ to ~~use~~ the ~~minutes~~Durant ~~under~~Plant ~~those~~totaling ~~licensing agreements. Although~~$1, ~~the Company continued seeking the licenses Biz.com misrepresented that it claimed had minutes and intellectual property from a third party~~375,000 ~~but~~beginning inJanuary ~~actuality it didn’t~~2011.

OnEffective ~~January~~March 2830, ~~2008~~2011, the Company has entered into a ~~Consulting~~formal letter ~~Agreement~~of intent with ~~GEO~~Remington ~~Command,~~Energy ~~Inc., a developer~~ of ~~Homeland~~Houston, ~~Security~~Texas ~~software~~ for ~~emergency responders. Under~~ the ~~agreement,~~purchase ~~CX2~~of ~~and~~two oil ~~GEO Command have agreed to mutually design~~ and ~~develop~~gas ~~software~~properties ~~that~~valued ~~uses~~in ~~the~~excess CX2 wireless, IP-based narrowband network and CX2 data modems to integrate weather, radiation, chemical, and biological sensor data with the GEO Command Dynamic Server ™ technology. GEO Command will also provide other services, including assistance with regulatory filings, marketing and sales services, as part of ~~the Agreement, and will be compensated~~ $102,000 ~~per month in the first three months (to be paid in months 13-15)~~, ~~$15,~~000 ~~per~~located ~~month~~ in ~~months~~Nueces ~~4 through 6~~County, Texas. ~~and~~The ~~$25,000~~terms ~~per month for months 7 through 12~~ of the ~~Agreement’s~~agreement ~~term,~~provide infor ~~addition to performance based equity compensation to be negotiated between~~ the ~~parties.~~purchase ~~The~~of ~~Agreement’s~~two ~~term~~oil ~~began on January 25, 2008~~ and ~~will~~gas leases: ~~continue until terminated by either party upon 15 days prior written notice.~~

On(1) ~~February 29~~Oil, ~~2008,~~Gas ~~Adam~~and ~~Reiser,~~Mineral ~~sole~~Lease ~~director,~~consisting ~~President and CEO~~ of ~~CX2~~250 ~~Technologies,~~acres ~~Inc.~~known ~~resigned from all positions held with~~ as the ~~Company,~~Wilson ~~including~~Lease ~~resigning~~since ~~from~~January ~~Board~~of ~~service. The~~1934 ~~Company~~proclaimed ~~entered~~to ~~into a settlement agreement with Mr~~S.F. ~~Reiser~~Hurlbut ~~and~~as ~~related~~recorded ~~parties~~ in Volume ~~exchange~~15, ~~for~~Page ~~the~~608 ~~cancellation~~ of ~~10 million shares, among other matters. There was no disagreement in accordance with by-law 17 CFR 240.3b-7 between~~ the ~~Registrant~~Oil and ~~Mr.~~Gas ~~Reiser~~Lease atRecords ~~the time~~ of ~~Mr.~~Nueces ~~Reiser’s resignation from the Board of Directors. On February 29~~County, ~~2008, the Company appointed Michael Rand as President, CEO~~ Texas; and ~~the sole director to replace Mr. Reiser.~~

On(2) ~~March 18~~Oil, ~~2008,~~Gas ~~the~~and ~~Company~~Mineral ~~along~~Lease ~~with~~consisting ~~GEO~~of ~~Command~~5 ~~and~~acres ~~other~~along ~~members of~~ the Nueces ~~Coalition~~River ~~for~~that ~~Integrated~~is ~~Data~~part ~~Emergency~~of ~~Response Solutions (CIDERS) co-sponsored~~ a ~~conference~~Gas onPooling ~~the~~Unit ~~Public~~since ~~Safety~~September ~~Interoperable~~1966. ~~Communication~~The ~~(PSIC)~~tract is ~~Grant~~part ~~program for Public Safety organizations in the State~~ of ~~Massachusetts.~~80 ~~Several~~acres ~~dozen~~dated ~~fire~~December ~~chiefs~~1950 conveyed from the State of ~~Massachusetts~~Texas ~~attended~~to ~~along~~F. William ~~with~~Carr ~~Congressman~~as ~~Jim~~recorded ~~McGovern~~in ~~(Worcester)~~Volume ~~and Julliette Kayyam~~116, ~~Massachusetts’s~~Page ~~First~~100 ~~Undersecretary for Homeland Security. The members~~ of ~~CIDERS~~the ~~are~~Oil ~~companies who are pooling their expertise to design~~ and ~~develop~~Gas ~~interoperable~~Lease Records ~~data~~of ~~communication~~Nueces ~~systems~~County, Texas.

The terms include all producing and non-producing and shut-in oil and gas wells located on the leases, together with mineral leaseholds and interests in contracts, pipelines, right-of-ways or easements created by such leases, and all material, fixtures such as personal property and equipment associated with such Wells. The Wilson Lease has one well which produces approximately 3,000 mcf of natural gas per month.

The Company agreed to acquire the Wilson Lease for a price of $2,000,000 and assumption of various debts associated with the Lease as consideration for the purchase, the Company will issue a combination of capital stock, promissory notes and cash. The price will be adjusted if both parties agree subject to revisions based on a satisfactory reserve report.

~~On March 24~~1, ~~2008~~500,000 ~~the~~shares ~~Company~~of ~~entered~~common ~~into~~stock anissued ~~Agreement~~by ~~with~~the ~~ESP~~Company ~~Wireless~~having ~~Technology Group, Inc. whereby CX2 agreed to make~~ a value ~~one time payment~~ of approximately $915,~~787 in exchange for access to the Sears Tower network site and static IP address used to control the CX2 transmitter located at the Sears Tower~~000. InThe ~~addition,~~company ~~CX2~~realized ~~will pay ESP a monthly payment of~~ approximately $~~939 for site rent at Sears Tower and the static IP address~~399.288 ~~Both~~income ~~companies will split recurring revenues~~ from the ~~sales~~sale of ~~CX2~~its ~~data~~discontinued ~~modems~~operations.

On June 2, 2008, the Company entered into a settlement agreement with Halody Consulting and its President Peter Kirschner, whereby Halody resigned from its position as a consultant with the Company. Among other terms, Halody agreed to forgive $440,568 due under debentures previously issued by the Company and the $27,142 in accrued interest due therewith.

On August 1, 2008, the Board of Directors of the Company dismissed Webb & Company, P.A as its registered independent accounting firm and approved the engagement of Jewett, Schwartz, Wolfe & Associates to serve as its registered independent accounting firm for the year ended March 31, 2009 and 2010.

Due to the action brought on in early 2009 by The Stillwater Asset-Backed Fund, LP who now owns the licenses and intellectual property named Biz.com and CX2 Technologies, Inc. as defendants for misrepresentation, prevailed with a “Writ of Garnishment” in the State of New York, and successfully filed their Writ in West Palm Beach County, FL in June of 2010. Notwithstanding, this action unfortunately inoculated the surety that the Company will ever be successful in obtaining the licenses on behalf 200-220 MHz Airtime after all. Although, the Company has conducted business as of the date of this report selling the inventory it previously purchased from Biz.com as described above, and management believed that the Company’s existing inventory was sufficient enough to meet its customer demand at current levels for approximately one more year, at which time the Company will begin seeking an alternative source for newer innovative products it can market.

As of March 31, 2010, the Company has technically discontinued operations in the emergency telemetry software-mapping and design business due to changes in the technology and marketability for its CX2 Technologies, Inc. branded devices and its intellectual properties per se, but will try and continue competing in this industry partnering with its related affiliate known as Geo Command. Since March 31, 2010, the Company has entered into a definitive stock purchase agreement and established a selling price for the remaining control of [50%] the Company’s treasury stock and its financial affairs that was unavailable to the general public in the open market.

Business of the Issuer

The Company was engaged in the operation and sale of 220 MHz digital wireless data communications technologies in both the commercial and public safety/emergency disaster relief sectors.

The Company was marketing CX2 branded data technology and services for use by various commercial/industrial applications and the Homeland Security/Public Safety sector. Management believed that advances in 220 MHz technology and equipment along with the integration with the GEO Command ™ software products and the lower costs generally associated with lower frequency band usage in comparison to cellular telephone and other wireless communications services, a broad spectrum of potential commercial and public safety/ emergency disaster relief end-users may find the Company’s technology to be as competitive and efficient as newer and more advanced technology prevailed.

Furthermore, the Company believed it was able to pursue acquiring additional selected assets, including 220 MHz FCC licenses and related equipment for purposes of expanding and marketing its services and capabilities even though it wasn’t in the name of CX2 Technologies any longer.

Development of the 220 MHz Radio Market

In 1988, due in part by a request from United Parcel Service, the FCC reallocated the 220 MHz-222 MHz part of the radio spectrum band for commercial use. Since this was a small frequency band and the FCC was promoting bandwidth efficiency, this band was regulated into very narrow channels spaced only 5 kHz apart. In other commercial bands, the narrowest bandwidths used are 12.5 kHz up to 30 kHz. As a result, new radio designs were necessary which needed digital signal processors (“DSP”) to help achieve the efficiency needed to work at this smaller bandwidth. DSP also made it easier to adapt the radios for sending and receiving data signals.

However, due to the imminent advancement in digital technology since, new radio designs, and various regulatory delays, the 220 MHz industry development slowly phased-out. Digital technology increased the efficiency of existing 800 and 900 MHz networks and decreased the interest in developing products to utilize the 220 MHz spectrum. Today, 220 MHz channels are largely unused over much of the United States. However, the 220 MHz spectrum is potentially still attractive for data transmission because the spectrum has little interference as a result of underutilization. The significantly larger coverage footprint in the 220 MHz band as compared to cellular technologies and resulted in lower costs of infrastructure that brought additional benefits, but unsustainable to the overall competitive market.

220 MHz networks use a collection of base stations deployed over a geographic region. A base station is typically deployed on top of tall buildings or on communication transmission towers and can extend the range of the terminal units as much as 30 or 40 miles from their base site depending on the location. This large coverage area or range means that a single base station can cover a large geographic area at very low infrastructure cost. Many telemetry applications require a low operating cost structure. By combining 220 MHz propagation characteristics, range and low infrastructure cost, management believed that using the 220 MHz Spectrum would prove to be much more cost effective than competing services such as cellular.

The Company believed that it had a competitive advantage over other network operators offering telemetry, data devices and services because the data technology CX2 utilized as a patented, proprietary design. The third party patented data technology used a data transmission protocol specifically designed for the efficient servicing of thousands of endpoint users. The Company had access to personnel and strategic partners with experience in interfacing telemetry into our wireless systems, but no longer does.

Developments in Homeland Security/Emergency Management

In view of the current United States and worldwide security alert concerns and the need by various local, state, and federal authorities for reliable, low cost emergency management services, the Company believed the 220 MHz spectrum could have offered a timely, reliable low cost solution to augment the problem.

For many years, various governmental agencies have found attaining and maintaining a state of preparedness in the emergency management area to be laborious and complex. Many emergency managers have relied on a combination of limited computer input and manual tracking systems. Attempts at handling massive numbers of messages and requests for help in emergency operations centers (“EOC”) and compiling information into situation reports have often failed using manual methods. Locally developed or other installed commercial software systems have often been too complex or rigid in design to handle information received by EOC in various formats.

On January 28, 2008, the Company entered into a Consulting Agreement with GEO Command, Inc., a developer of Homeland Security software for emergency responders. Under the agreement, CX2 and GEO Command designed and developed software that used the CX2 wireless, IP-based narrowband network and CX2 data modems to integrate weather; radiation; chemical; and biological sensor data with the GEO Command Dynamic Server ™ technology. CX2 Technologies, Inc. developed the electrical circuitry and firmware used in frequency-efficient data radios that operate in the narrowband 220-222 MHz spectrum that GEO Command, Inc. now develops the emergency response software suite which integrates with the data receiving radios. The CX2 wireless narrowband network and data radios that integrate with GEO Command’s Dynamic Server™ technology to provide GPS-based vehicle location information and relay data from GPS, weather, radiation and other sensors to emergency responders in the field. The GEO Command emergency response information system gives first responders the critical information they needed on site or en route to an emergency.

GEO Command integrated an advanced mobile Geographic Information System (GIS) with GPS, Computer-Aided Dispatch (CAD), cross-referenced emergency handbooks, and other devices and data. The GEO Command solution:

• Protected and assisted first responders in their effort to save lives • Supported interoperability with existing infrastructure • Contained costs by operating with existing data formats (e.g., ESRI datasets and existing record management systems) • Consumed minimal spectrum when combined with CX2 Technologies narrowband radio • Facilitated information sharing between jurisdictions.

The GEO Command suite of applications included GEO Command Mobile, an in-vehicle unit; an Administration Module, generally deployed at the command center; and an optional Dynamic Server Module that relays real-time information from sensors and GPS-equipped radios to the command center and responders in the field.

The CX2 DATA Lynx ™ digital radios used a licensed third party patent over-the-air protocol (OTAP) to tap the largely unused potential of this narrowband spectrum. The Company’s spectrum-efficient use of 5 kHz narrowband channels represented a quick deployable, relatively inexpensive method to gain critical wireless data capabilities for public safety and emergency response organizations in the short term. In addition, the CX2 system could have integrated with the future wireless systems even though supplying redundancy, but relieving broadband network congestion.

CX2 used a data-only protocol that augmented, but did not replace the two-way voice, paging, and cellular networks used by law enforcement, fire-rescue, EMS, and other emergency responders.

• CX2’s licensed third-party patented over-the-air protocol made optimum use of the 220-222 MHz spectrum. • Coverage from a single radio tower could reliably extend over 1,200 square miles, even over difficult terrain. • Unlike overused high-frequency bandwidths, 220-222 MHz channels experienced little or no interference.

Moved Toward a Nationwide Public Safety Broadband Network

The stated long-term goal of the Federal Government is to create a nationwide, interoperable 700 MHz broadband wireless network for public safety. This network will have wide coverage, use common protocols, and allow cost reductions through economies of scale in acquiring mobile equipment. The network’s structure will provide horizontal intercommunication (e.g., between municipalities) and vertical intercommunication (e.g., among municipalities, states, and federal entities). In addition, the network will allow emergency responders to cross jurisdictional boundaries without losing voice and data capabilities.

With very few exceptions, every community has existing plans for dealing with emergencies. These plans may reside in special purpose record management systems, in other computer file structures, or on paper. Across and within jurisdictions, the plans may differ significantly both in their level of detail and in the form in which they are stored.

In a mutual aid environment, these plans can be of very limited utility. The value of maps, pictures and floor plans is obvious, but sharing these large data sets requires considerable bandwidth. Until a Public Service Broadcasting Network is built, the wireless connectivity required to share these data sets will be available in very few areas. As a result, emergency plan information must reside on each field terminal in the same format and version.

CX2 Technologies, in partnership with GEO Command, offered a technology that supported a multi-phase, integrated approach, incremental implementation costs and demonstrable gains at each stage. We believed that public safety entities could make quick, cost-effective strides toward interoperability by combining data sharing with an inexpensive wireless network.

The GEO Command emergency information system consisted of (1) an Administration Module, which it used to author and update the database; (2) Mobile Modules which are used in the field, and where applicable; and (3) the GEO Command Dynamic Server which brokers real-time information to and from units such as weather and mobile stations. This form of administration of Mobile Modules, together with a Geographic Information System (GIS) and the emergency response preplan database, would have provided responders with the best possible situational awareness en route and at the site of an emergency.

GEO Command provides easy-to-use tools for standardizing plan formats. The software’s intuitive interface makes the transition to more accessible and better organized emergency response plans straightforward. The ease of entering information also encourages archiving the knowledge of key personnel, ensuring that this knowledge is available to others on demand.

GEO Command uses existing GIS data sets that are freely available across the nation and makes it available in a convenient “one-stop” format. Common map data maintained by local governments includes building footprints, aerial photography, and utility network data. The current technology available maps data instantly and provides responders with a detailed graphic representation of an incident site. The responder can select an individual map feature for more information. For example, the software permits the user to click on a virtual hydrant to display the hydrant’s status and flow rate, critical information at the scene of a fire.

In addition to existing GIS data sets, GEO Command users can enter site contact information, hazards, building construction details, and digital photos, and can scan existing paper documents into the system. GEO Command is also able to automatically import electronic record management data from legacy systems. Imported emergency data can be referenced by address or name (e.g., “Walker Elementary School”) or accessed by clicking on a map location. The software’s flexible structure can accommodate data from other departments and organizations, and the configurable preplans organize and display any amount of critical data.

GEO Command’s scalable software offers value in any implementation, whether the organization chooses to install the software on a single desktop or on hundreds of mobile computers. The database resides on one computer, the Administration Module, generally located at the command center. Mobile Modules (in-vehicle computers) manually or automatically update map and preplan information, ensuring that the data on all Modules remains synchronized.

Each GEO Command Module makes map and preplan data available in the field regardless of connectivity. Some emergency response software packages use a Web-based scheme that does not work when connectivity is compromised, a common occurrence in major incidents. With these systems, data is often inaccessible precisely when it is needed most. Because GEO Command’s Mobile Modules can operate independently of the Administration Module, data availability remains uncompromised.

Wireless connectivity, although not necessary, is an enhancement to GEO Command’s capabilities. It allows current data to be moved not just to the command center, but to the field. The GEO Command Dynamic Server™ brokers data from a variety of sources and forwards it as directed. The Dynamic Server is designed to interface with a wide variety of data networks, both wired and wireless. It is designed to be flexible and to scale to network expansions without requiring reinstallation or upgrades.

Management believed that CX2 is the only company in the world to have developed a narrowband wireless data solution at 220 MHz. This solution’s advantages include spectrum efficiency, extraordinary coverage footprint, readily available dedicated public safety spectrum, and generally interference-free operation. The limitation is that its 5 kHz bandwidth is not suited to transferring large data packets. Nevertheless, the bandwidth serves extremely well for dispatch, vehicle location, remote sensor monitoring, and other short message applications.

A wide area network reserved for these vital functions would have an important impact on interoperable public safety communications. Assuming a PSBN or other broadband network is built-out, if ever, the CX2 network could be used to relay sensor data only. Management believed that the CX2 network would ensure that sensor data kept flowing during times of heavy broadband loading, allowing continued vigilance even under the intense conditions of a large-scale terrorist attack or catastrophic natural disaster.

The coverage footprint at VHF (1,200 square miles is common) makes large area build-outs practical. The existing system is extremely reliable, and redundancy options are available at several levels. The system is also secure over the air, with built-in encoding and a patented proprietary protocol. The interface from the base station up is IP-based, and data can travel over secured private networks. Data routing is user configurable.

CX2 base stations are FCC type accepted. They were designed to operate autonomously in conjunction with CX2’s Local Site Server (LSS) software. One LSS can control 35 base stations. Transmitters could’ve been de-keyed and keyed remotely. Lost contacts with the control software resulted in automatic rerouting of connected modems that can also have been configured for de-key or broadcast warnings. The interval call sign broadcast was automatic.

CX2’s DATA Lynx ™ radio modems operated on 12-18 VDC and were built for difficult environments. These modems have operated in diverse locations ranging from natural gas fields in southern Texas to bulldozer cabins in northern Illinois. They required no user input, connected to the network automatically, and switch base stations as needed. The modems are equipped with an integral GPS receiver and an onboard computer chip running the embedded Automatic Vehicle Location code.

CX2 offered network planning, installation, integration, and testing as a normal part of its service. The Interface with GEO Command was preconfigured and automatic. The system was designed to be turnkey and maintenance free.

Emergency responders used the integrated CX2 and GEO Command solution to plan and strategize prior to an emergency; retrieve critical information en route or at an incident site; exchange real-time data critical to emergency responses and management; and posted a review of incident responses.

GEO Command ties critical emergency data to a location, such as a landmark, address, event location, or GPS coordinates. Their intuitive software interface allows a user to visualize, explore, and analyze emergency and incident-related information, and to make an informed decision.

Advocating for Public Safety

In the past decade, both CX2 and GEO Command have strongly advocated for a fully interoperable nationwide public safety network. The companies provided testimony in Washington, D.C. before the Katrina Panel and, more recently, participated in several proceedings at the FCC examining the need for public safety spectrum and the best use for such spectrum. For example, in April of 2005, CX2 commented on the FCC’s Report on the Spectrum Needs of Emergency Responders. More recently, GEO Command analyzed competing proposals for a combined commercial/ public safety broadband nationwide network put forth by Cyren Call, Frontline Wireless and the FCC in proceedings leading up to the 700 MHz auction.

Although, the auction for the 700 MHz license failed to attract a qualified bid for the D Block public safety spectrum, the FCC had indicated its intent to continue its efforts to license a nationwide network for public safety. CX2 and GEO Command intended to be actively involved in the FCC’s revised proposal for such a network if one is ultimately constructed and believed that this partnership would benefit from vertical and horizontal integration.

Compliance with Federal Legislation

The CX2 and GEO Command collaboration created an interdependent data communications platform that met the goals set forth by the Assured Emergency and Interoperable Communications for First Responders Act of 2005. This bill was introduced in response to communication breakdowns during recent crises and natural disasters.

From the start, CX2 and GEO Command developed their technologies and solutions with a clear vision of the future for public safety communications – a future also clearly envisioned by the First Responders Act of 2005.

The CX2 and GEO Command integrated solutions adhered to all current applicable guidelines as well as those set forth in this forward-thinking legislation.

Because CX2 and GEO Command products are in full compliance with this legislation, public safety entities working to improve their equipment and networks with CX2 and GEO Command ensured that they would receive government support for their projects. In addition, agencies could be confident that they were implementing a state-of-the-art solution system that will remain as an integral part of a national public safety program.

FCC Licenses

The Federal Communications Commission (FCC) issues 220 MHz licenses for specific local and regional areas as well as on a nationwide basis. Two of the nationwide 220 MHz licenses are reserved for public safety and the federal government. Qualified organizations can obtain access to 220 MHz spectrum in their area for little or no cost. Because CX2’s narrowband 5 kHz wireless data technology made optimal use of these narrowband channels, the operating costs of a CX2 network were a fraction of the costs required to operate competitors’ two-way communication offerings.

Business Strategy

The Company intends to derive revenues from sales and leasing of communication equipment and to a lesser extent, construction, engineering and other miscellaneous services. The Company’s current strategy is to focus on the sale of data radios with Automatic Vehicle Location (“AVL”) applications to 220-222 MHZ FCC licenses and to aid them with managing their service organizations and provide access to the Company’s network operation center (“NOC”) at a monthly cost per radio. Also, the Company believes many of these users will need wireless point of sale (“POS”) credit card processing applications, which will increase the average revenue per user (“ARPU”) of users on the network if the Company offers POS products in the future.

To a lesser extent, the Company intends to take advantage of opportunities to expand by purchasing select assets, including 220 MHz licenses and related equipment and to sell their technology and such assets to already existing FCC 220-222 MHz license holders. Any such asset acquisitions are anticipated to be made, if at all, with Company securities and to a substantially lesser extent, cash, if available.

Products and Services

The Company offers flexible data service packages and configurations customized to fit subscribers’ needs and location within our geographic “footprint” as it may develop. The Company will target customers who will benefit from wireless data delivery suitable to the capabilities of 220 MHz network communication. The Company’s data radios work equally well for mobile, remote and fixed site applications. Examples of viable applications include, but are not limited to, telemetry for oil or gas well automation (fixed application) and automatic vehicle location for fleet management customers (mobile application) and field deployable sensors (remote application).

The target customers are those with access to the 220 MHz spectrum seeking to purchase enabling technology for this particular frequency band. Examples include utility companies and municipalities.

The Company offers the following data applications and communications products:

Telemetry and Data Applications

Automatic Vehicle Location (“AVL”) : AVL involves installing a locating device, typically a GPS transceiver, on a vehicle and linking such device with a wireless data radio. The vehicle’s location is transmitted over a radio network back to a central control point such as an emergency operation center or dispatcher’s office. Users of AVL systems include fire, police, ambulances, heavy equipment operators, and other fleet operators. The radio product the Company offers has an AVL feature, and the Company offers this feature to prospective customers. The Company is currently marketing to FCC licensees and public safety organizations as a niche market in which the Company believes it will have a significant competitive advantage because of the Company’s ability to offer a low cost solution.

Transmit wireless data for new customers presently using 800 or 900 MHz band : On August 8, 2002, the FCC set a five-year “sunset” period for elimination of CDPD (Cellular Digital Packet Data) services in the United States. CDPD was designed in the early days of cellular and fits data “around” voice traffic and only works in analog cellular systems, which have been converting to digital. Digital cellular services have the ability to carry data, but not at the lower costs of an analog network. Therefore, users of CDPD equipment will be forced to either switch to more expensive digital cellular service or find an alternative. The Company offers 220 MHz wireless digital data services as a low cost alternative to digital cellular. Its range, capacity, low-interference and low-cost characteristics make the Company’s digital data services an attractive alternative to digital cellular service. Current users of CDPD include the public safety, utilities, and various industry and transportation sectors. The Company’s digital solutions can also be marketed to such customers because of their lower recurring costs and higher reliability than competing cellular solutions.

Transmit sensor data to incident management software: The Company believes an opportunity exists to play a role in an eventual Department of Homeland Security National Incident Response Plan. Our capabilities relative to transmitting low speed data efficiently and in a cost-effective manner present an opportunity to possibly fill a niche in such an eventual solution.

Pricing of 220 MHz Products and Services

The Company offers wireless data products and services. The Company also intends to sell its data radios to end users for an average price of approximately $500. The Company’s profit margins on radios will vary depending upon the specific type of radio and the designated subsidy structure, if any, for that radio in a particular market, and the Company’s cost for such products.

The Company offers base stations for sale and other infrastructure to end-users or dealer customers who have their own 220 MHz spectrum. Proprietary, digital database stations currently sell for $ 20,000 to $40,000 for a single channel system. In the future, the Company may offer project management, training, and installation services at prices per diem to be determined.

Prices for equipment for the Company’s public safety and critical infrastructure customers will be based upon the specific configuration and their needs. Certain state and local agencies including public safety agencies own their own 220 MHz spectrum. In those circumstances, the Company plans to sell such customers its radio products and the sensor integration products and services to use on their own systems. The Federal Communications Commission (FCC) issues 220 MHz licenses for specific local and regional areas as well as on a nationwide basis. Two of the nationwide 220 MHz licenses are reserved for public safety and the federal government. Qualified organizations can obtain access to 220 MHz spectrum in their area for little or no cost. Because CX2’s narrowband 5 kHz wireless data technology makes optimal use of these narrowband channels, the operating costs of a CX2 network are a fraction of the costs required to operate competitors’ two-way communication offerings.

Sales and Marketing

Subject to raising sufficient capital, in the future the Company intends to employ its own direct sales, marketing and service staff, utilize independent contractors and establish dealer networks. While local dealers are capable of establishing and servicing wireless customers, they often have their own local spectrum and therefore have incentive to load their systems first. The Company does not employ any sales staff as of the date of this filing but is a part of an advertising campaign through its consulting agreement with GEO Command.

Competition in the 220 MHz Radio Service

Management believes that the Company faces no other competition from companies that design or manufacture data modems for mobile, fixed or remote sensor integration with GPS/AVL in the 220 MHz frequency band. The wireless communications industry is highly competitive and is characterized by constant technological innovation. The Company’s competitors include manufacturers in several markets - mobile wireless communications, PCS and cellular, narrowband PCS and emerging technology platforms, many of which have substantially greater financial and other resources than the Company. Four companies currently dominate the mobile wireless communications market: Motorola, Samsung, Nokia and Apple. Although we do not anticipate competing in the mobile wireless voice communications market, these companies also serve the data communications markets the Company plans to serve.

The Company intends to devote most of its resources to marketing and selling of telemetry and data services. These services include SCADA for utilities and other critical infrastructure, AVL, as well as providing digital data services to customers currently serviced in the 800 MHz band. While there are other companies that provide SCADA and AVL products and services, the Company believes that it offers a low cost, reliable competitive product from a hardware cost and monthly service fee standpoint.

The ownership of the 220 MHz spectrum is highly fragmented, except for several owners of 220 MHz nationwide licenses, and does not currently have the critical mass to attract large numbers of users. Therefore, very few competitors exist in this market.

New Technologies

The Company may also face competition from other technologies and services, which are currently being introduced and may be introduced in the future. The continued acceptance of the services the Company offers and anticipates offering may be adversely affected by the developments and availability of new technology.

However, the Company believes its integrated solution with the GEO Command suite of software products offer a unique public safety communications solution.

Regulation

The licensing, operation, and acquisition of specialized mobile radio systems in the United States, which includes 220-222 MHz systems, is regulated by the FCC under the Communications Act of 1934, as amended (the “Act”) and pursuant to the FCC’s rules and related regulations.

Radio service utilizing the 800 MHz and 900MHz band was first licensed in 1974. The FCC authorized the current 220 MHz service in 1991, seeking to introduce a spectrum efficient “narrowband” service on one-fifth of the frequency of conventional radio services, for example 5 kHz per channel, for such services as dispatch and fleet communications. The FCC conducted this “Phase I” licensing of frequencies by lotteries and by 1993, approximately 3,800 5-channel local and nationwide site specific FCC licenses had been awarded through random selection. A Phase I licensee’s service area is defined by the predicted service contour of its authorized base station or fixed station, transmitting on frequencies in the 220-222 MHz band.

In 1997, the FCC restructured the licensing framework governing the 220 MHz Service by replacing the original Phase I lottery-licensing system with a Phase II auction licensing process. Unlike the site specific Phase I licenses, the service area for Phase II licenses to be awarded by auction were comprised of defined geographic areas, which were based on Economic Areas (“EA”) developed by the Bureau of Economic Analysis of the U.S. Department of Commerce. In addition to the EA, the Phase II auctions would include licenses for larger, regional areas called Economic Area Groupings (“EAG”), which were comprised of groupings of EA and encompassed the sum total of all EA. Nationwide Phase II licenses also were awarded. In addition, the Phase II licenses included more frequencies than the Phase I licenses, with EA licenses receiving 10 channels each, EAG licenses receiving 15 channels, and nationwide licenses comprised of 10 channels each. In all, the Phase II auction offered 3 nationwide licenses, 30 regional licenses (EAG) and 875 EA licenses. These licenses would “overlay” the existing Phase I licenses and would be subject to certain interference protection criteria with the Phase I licenses.

In 1998, the FCC commenced the auction for Phase II 220 MHz licenses. The Phase II auction was conducted in two tiers: the first auction, completed in October 1998, resulted in the award of 908 220 MHz licenses; the second auction, completed in June 1999, resulted in the award of 225 220 MHz licenses.

Legislative Trends in the 220 MHz Radio Service

In 1993, Congress passed the Omnibus Budget Reconciliation Act (“Budget Act”) that amended the Act to categorize all mobile radio services as either commercial mobile radio service (“CMRS”) or private mobile radio service (“PMRS”). The FCC was then instructed to adopt consistent regulations for all CMRS licensees and PMRS licenses, respectively. Previously, mobile wireless services were regulated based on the title of the service, such as cellular or SMR, and the associated frequencies utilized, and whether the service was being offered by a “common carrier.” By categorizing mobile radio services more precisely, Congress believed that similar services would be regulated in a similar manner, thereby promoting competition in the marketplace.

The regulations relating to classification as a PMRS or a CMRS are complex, and it is not certain at this time how the Company’s future operations will be classified. However, management does not believe that the CMRS and PMRS regulations will have a material impact on our operations regardless of how we are classified.

Regulatory Trends in the 220 MHz Radio Service

In the late 1990’s, the FCC initiated several rulemakings designed to increase the use of 220 MHz spectrum and to expand the flexibility of licensees in the 220 MHz service. In 1997, for example, the FCC revised its rules to permit Phase II licensees to enter agreements for partitioning a licensee’s geographical service area and/or disaggregating a licensee’s spectrum. Partitioning contemplates dividing the service area between two geographic areas, for example county lines, whereas disaggregation contemplates assigning a portion of the licensed spectrum in the same geographic area to a third-party. The partitioning and disaggregation rules were intended to encourage use of the frequencies. The FCC believed these revisions would encourage new competitors to enter the market, which in turn would spur a more efficient use of the spectrum, and increase service to the public. The FCC launched several rulemaking proceedings through the year 2000 to clarify the rules and steps for partitioning and disaggregation.

In 1998, the FCC relaxed certain technical restrictions in the 220 MHz band, to permit increased types of wireless services and business options in the band. Thus, for example: the FCC provided that all 220 MHz nationwide and non-nationwide Phase I and Phase II, government and non-governmental licensees, including non-CMRS providers, would be permitted to operate fixed stations and provide fixed communications and one-way and two-way paging services on a co-primary basis, that is, not ancillary to primary land mobile operations. By permitting fixed as well as mobile operations in the 220 MHz service, the FCC sought to encourage 220 MHz licensees to compete more effectively in the wireless communications marketplace and to broaden the array of services available to consumers, while still providing for additional applications of narrowband technology. Also as part of this effort to increase use of the 220 MHz band and improve competition in the marketplace, the FCC expanded the eligibility rules for licensees in the 220 MHz band to include wire line providers.

In keeping with this trend, in 1999, the FCC relaxed the filing requirements for Phase I nationwide licensees, removing the requirement that such licensees file applications or obtain separate licenses for individual base stations within their nationwide systems, provided they maintain site information in their station records and make such information available to other licensees or the FCC on request.

Another regulatory trend has been reallocating and re-farming of spectrum to resolve interference issues. Re-farming is an effort by the FCC to achieve spectrum efficiency by reducing the allowable channel size used by radios. The current radio bands are set up so frequencies used by different services are interleaved within the band, which historically had resulted in interference between the various services authorized by the band. In 2001, the FCC launched an effort to re-farm spectrum in the 800 MHz band, to reduce interference between public safety and commercial systems in that band.

Business Trends in the 220 MHz Radio Service

The radio industry has undergone a tremendous level of consolidation in the past decade, with Nextel Communications acquiring significant amounts of 800 MHz radio and 900 MHz radio spectrum. With respect to the newer 220-222 MHz service, many licensees have focused on identifying customers and loading them onto the 220 MHz systems to support system build-outs in accordance with FCC service requirements. Certain 220 MHz service providers have focused on acquiring licenses to complement their current authorized service area, either through partitioning and disaggregation, or through the outright purchase of FCC 220 MHz radio licenses.

Current Regulations in the 220 MHz Radio Service

Phase I and Phase II licensees have different requirements with respect to system construction and commencement of service operations. Phase I nationwide licensees are required to construct their base stations and place those base stations into operation in all geographic areas specified with the application (including base stations in at least 28 urban areas specified by the FCC) within 10 years of the initial license grant. All Phase I non-nationwide licensees were required to construct their systems and place them in operation no later than August 16, 1996 (if systems modifications were requested) or 12 months from their initial grant date. Any non-nationwide Phase I Licenses that were not timely constructed are subject to forfeiture and their associated frequencies are incorporated into the applicable overlaid Phase II EA or EAG license. Phase I and Phase II licensees may be renewed on the expiration of their respective license term upon showing that, during their license term, they provided “substantial service” and they substantially complied with applicable FCC rules and regulations.

With respect to Phase II licenses, the FCC requires licensees to meet certain benchmarks of service tied to issuing the license. Specifically, within five years of the grant of a Phase II EA or EAG license, the licensee is required to provide service to one-third of the population. Within the initial license term, for example 10 years, the licensee must provide service to two -thirds of the population within its geographic area. With respect to Phase II nationwide licenses, within five years of license issuance, the licensee must provide coverage to a composite area of at least 750,000 square kilometers or serve at least 37.5% of the United States population. Within 10 years, the Phase II nationwide licensee must provide coverage to a composite area of at least 1,500,000 square kilometers or serve at least 75% of the United States population. In the event the Phase II nationwide licensee does not construct its system to meet these respective thresholds, the FCC will automatically cancel the entire license, and will not credit the licensee for any of the sites that it may have already constructed. All 220 MHz licensees are also required to comply with the technical requirements specified in the FCC’s rules to ensure that their systems do not cause unauthorized levels of interference to other licensees. These Phase II licenses are issued for a period of ten years and are subject to construction and operational requirements within five years and ten years from the date of issuance.

Modem Regulation

For operation in the United States, the Company’s modems and base stations require FCC acceptance prior to their sale. The FCC type acceptance is granted for devices that demonstrate operation within mandated and tested performance criteria. All of the Company’s products requiring FCC type acceptance have been granted such acceptance, other than the Company’s 20 watt base stations. Certain of our radio modems that operate in the FCC licensed frequency band require licensing under Part 90 of the FCC Rules and Regulations, which must be applied for by the end user of the Company’s products. The Company cannot assure customers will receive FCC licenses in the frequency spectrum for any particular application, although all of the Company’s current modems and base stations have received all required licenses under Part 90.

700 MHz Spectrum

In August 1998, the FCC adopted rules for licensing the largest block of spectrum ever allocated at one time for public safety. The FCC established rules for licensing 24 megahertz in the 700 MHz band and established a band plan for use of this spectrum. In accordance with this rule, in January 1999, the FCC established a Public Safety National Coordination Committee, or the NCC, to advise it on issues relating to the use of the 700 MHz public safety spectrum. The NCC was responsible for formulating a national interoperability plan, recommending technical standards to achieve interoperability, and providing policy recommendations on an advisory basis to the regional planning committees in order to facilitate the development of coordinated plans.

The NCC recommended that Project 25 be established as the interim interoperability mode for digital voice communications in this new band. During January of 2001, the FCC released its Fourth Report and Order in which Project 25 was chosen as the interoperability standard. Subsequent FCC rulings established a timetable for mandating the use of narrower channels in order to promote better spectrum utilization. Specifically, the date of January 1, 2007 was established as the date after which all radios that are FCC type certified, and all radios that are sold for use in the 700 MHz band must include a mode that has an equivalent 6.25 kHz channel efficiency. This date was also established as the date after which no 12.5 kHz licenses could be applied for. In 2005, the FCC delayed that date until January 1, 2015. Legislation known as the Digital Television Transition Act of 2005, as part of the Deficit Reduction Act of 2005, was expected to set the date of February 17, 2009 as the date by which all incumbent television broadcast stations must evacuate the 700 MHz spectrum, thus freeing the spectrum for the exclusive use of public safety users. This date once set (as February 17, 2009 was not ultimately used) will ensure the opening of that spectrum for use in public safety systems. Management believed the delay may improve opportunities for CX2 and others by providing an immediate solution for a public safety network and when and if a broadband public safety network is implemented it could have improved the network’s performance from offloading small data packets to allow more efficient use of the network.

Following the FCC’s adoption of rules for the establishment of a mandatory public/private partnership between the D Block Licensee and the Public Safety Broadband Licensee (the “700 MHz Public/Private Partnership”), Auction 73 failed to elicit a bid equal to or in excess of the reserve price. The FCC is revisiting the rules governing the D Block spectrum in the 700 MHz band. GEO Command believed that incorporation of, and reliance upon, other frequency networks increased the support for of their services even more because they improved the distribution of and cost efficiencies, and the competition provided by the 700 MHz broadband public safety network improved the business model of our public/ private partnership and enhanced the quality, delivery and speed of these public safety services.

The technology exists now for public safety services to be provided initially over other frequency networks and then linked to the 700 MHz broadband public safety network as needed, when and if that network is up and operating. The key is for the other networks either to operate with a common IP base (characteristic of most modern networks), or to incorporate products (such as the GEO Command Dynamic Server) which are capable of translating data from a legacy network to the 700 MHz broadband network.

Management believed it also may be more cost effective to utilize other networks for certain public safety services. The more narrowband frequency bands -- such as 220 MHz -- have superior propagation and coverage, in management’s opinion. As a result, the antenna and base stations for a narrowband network are more widely spaced (and less expensive) than in a 700 MHz network.

Moreover, it may be more spectrum efficient to deploy certain public safety services in more suitable narrowband frequency networks. Short message applications, such as AVL and sensor data, for example, can be deployed over a narrowband network and must be “always on” to be effective. If these services are provided over the broadband 700 MHz network, the licensee has less flexibility to manage the network and must divert other uses of the network to permit the “always on” services to proceed with continuous monitoring. This result is not as spectrum efficient, particularly when commercial access to the 700 MHz network is contemplated in the absence of “emergencies.”

In order to derive the benefits from utilizing other networks, the performance and coverage factors associated with such networks should count toward the performance and coverage requirements imposed on the 700 MHz D Block licensee. While precautions may be necessary to ensure that these benefits are not abused, if threshold requirements are adopted and eligibility criteria defined, the D Block licensee would have the proper incentives to make use of these other networks without undermining the ultimate success of the nationwide 700 MHz broadband public safety network. On June 18, 2008, GEO Command filed comments with the FCC in WT Docket No. 06-150 and PS Docket No. 06-229 stating how it believes CX2’s technology would enhance the PSBN, and GEO Command’s comments have since been cited by the FCC in a public notice.

Summary

The majority of the systems operated by our private customers will need to comply with the rules and regulations governing what have traditionally been characterized as “private radio” or private carrier communications systems. Licenses are issued to use frequencies on either a shared or exclusive basis, depending upon the frequency band in which the system operates. Some of the channels designated for exclusive use are employed on a for-profit basis, and other channels are used to satisfy internal communications requirements.

The regulatory environment is inherently uncertain and changes in the regulatory structure and laws and regulations can adversely affect us and our customers. Such changes could make existing or planned products obsolete or unusable in one or more markets, which could have a material adverse effect on us. The FCC, through the Public Safety Wireless Advisory Committee, has considered regulatory measures to facilitate a transition by public safety agencies to a more competitive, innovative environment so that the agencies may gain access to higher-quality transmission, emerging technologies, and broader services, including interoperability. Depending on which of these proposed measures are ultimately adopted, our operations may be favorably or adversely impacted.

Costs of Compliance with Environmental Laws

We are not presently affected by and do not have any costs associated with compliance with environmental laws.

Customers and Suppliers

For the year ended March 31, 2009, three customers accounted for all of the Company’s sales(Kennedy Wireless Partners, L.L.P., Miami-Metro Wireless Partners, L.L.P., and GEO Command, Inc.). The Company purchases its modem boards from Connor Winfield and boards for the base station from Diversified Systems. Assembly is done internally by the Company. As such, the Company believes that it has a concentration of credit risk within its receivables because of the limited customer base.

Intellectual Property and Research and Development

The Company has no registered patents, trademarks or copyrights and no applications for patents, trademarks or copyrights are pending. The Company utilizes intellectual property licensed from GEO Command pursuant to its agreement with GEO Command described above.

The Company had research and development expenses of approximately $21,000 in fiscal year 2009 for development of sensor integration with CX2 data modems and integration with the GEO Command Dynamic Server.

The Company utilized intellectual property licensed from Biz.com pursuant to an agreement with Biz.com, which subsequently forfeited their IP to Stillwater Asset Backed Funds. Thus, CX2 no longer believes it has any right to use this IP, and management is seeking to negotiate a license with Stillwater Asset Backed Funds to enable the Company to continue to have access to this IP. There can be no assurance that the Company will be successful in obtaining such a license.

Number of Employees

As of March 31, 2009, we employed one person on a full-time basis, our Chief Executive Officer/President. Successful implementation of our business plan will result in the need to hire additional employees. We currently believe that we will need to hire two sales employees and one engineering employee during fiscal year 2010. Our personnel are not subject to any collective bargaining agreements and management believes that its relationship with the Company’s personnel is good.

ITEM 1A: RISK FACTORS

As a smaller reporting company, the Company is not required to provide the disclosure required by this item, but has elected to present the following risk factors in this filing.

Cautionary Note Regarding Forward-looking Statements and Risk Factors

The Company’s Form 10-K, any Form 10-Q or any Form 8-K of the Company or any other written or oral statements made by or on behalf of the Company may contain forward-looking statements which reflect the Company’s current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” and similar expressions identify forward-looking statements. 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 products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Such “forward-looking statements” are subject to risks and uncertainties set forth from time to time in the Company’s SEC reports and include, among others, the Risk Factors below.

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.

Risk Factors

You should consider the following discussion of risks as well as other information regarding our common stock. The risks and uncertainties described below are not the only ones. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. The Company Has Historically Lost Money and Expects Its Losses Will Continue In The Future.

Since inception, Green Equity Holdings has incurred operating losses. For the fiscal year ended March 31, 2011, the Company’s net loss from operations was $567,353. The Company ~~Has~~expects ~~Historically~~that ~~Lost~~it ~~Money~~will incur operating losses for the anticipated future. No assurances can be given that the Company will be successful in reaching or maintaining profitable operations. Accordingly, the Company may experience liquidity and ~~Expects~~cash ~~Its~~flow ~~Losses~~problems. ~~Will~~If ~~Continue~~the InCompany’s losses continue, its ability to operate may be severely impacted. The ~~Future~~ongoing recession has affected the Company adversely by increasing the difficulty of selling product and services to potential customers who have decreased their overall capital expenses.

Since inception, CX2 has incurred operating losses. For the fiscal year ended March 31, 2009, the Company’s net loss was $565,001. The Company expects that it will incur operating losses for the anticipated future. No assurances can be given that the Company will be successful in reaching or maintaining profitable operations. Accordingly, the Company may experience liquidity and cash flow problems. If the Company’s losses continue, its ability to operate may be severely impacted. The ongoing recession has affected the Company adversely by increasing the difficulty of selling product and services to potential customers who have decreased their overall capital expenses.

The Company’s Auditors Have Expressed Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The Company’s ability to continue as a going concern is an issue raised as a result of the Company’s $~~565~~567,~~001~~353 net loss infrom operations in the fiscal year ended March 31, ~~2009~~2011, marginal working capital and accumulated deficit. The Company continues to experience net operating losses. The Company’s ability to continue in existence is dependent on its ability to generate a profit and obtain necessary funding from outside sources, including obtaining additional funding from the sale of its securities, increasing sales or obtaining loans where possible. The going concern increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

144

The Company Does Not Have Sufficient Capital For Operations, And A Failure Toto Obtain Additional Financing Will Preclude Its Ability To Stay In Business And Become Profitable

The Company will require additional capital., ~~The Company currently~~ does not have customers to generate the cash flow needed to pay its general and administrative expenses of approximately $50,000 a month, and will need to ~~obtain~~have a significant number of customers before it will ~~achieve a~~ breakeven ~~level of operations~~. The Company currently does not have sufficient capital to continue its operations. The Company cannot guarantee that additional financing will be available on favorable terms, or at all. Any additional financings may dilute the value and voting power of the common stock. The Company currently has no bank borrowings or credit facilities, and it cannot guarantee that it will be able to arrange any such debt financing or that such financing, if available, will be on acceptable terms. If the Company cannot obtain adequate funds, it cannot fund its expansion, take advantage of unanticipated opportunities, develop or enhance services or products or otherwise respond to market demands or to competitive pressures or market changes. More importantly, the Company may never realize revenues sufficient to sustain its operations and, the Company may fail in its business and cease operations.

WeThe ~~Are~~Company ~~Dependent~~currently Ondoes ~~Our~~not ~~Relationships~~have ~~With~~sufficient ~~GEO~~capital ~~Command~~to continue ~~And~~its ~~Biz~~operations.~~com~~ ~~For~~The ACompany ~~Substantial~~cannot ~~Portion~~guarantee Ofthat ~~Our~~additional ~~Currently~~financing will ~~Proposed~~be ~~Products~~available ~~And~~on ~~Licensed~~favorable ~~Intellectual~~terms, ~~Property~~or at all. Any additional financings may dilute the value and voting power of the common stock. The Company currently has no bank borrowings or credit facilities, and it cannot guarantee that it will be able to arrange any such debt financing or that such financing, if available, will be on acceptable terms. If the Company cannot obtain adequate funds, it cannot fund its expansion, take advantage of unanticipated opportunities, develop or enhance services or products or otherwise respond to market demands or to competitive pressures or market changes. More importantly, the Company may never realize revenues sufficient to sustain its operations and, the Company may fail in its business and cease operations.

We have and continue to rely substantially on GEO Command and Biz.com to provide us with licensed intellectual property used in our proposed products, and also to provide us with certain components of our proposed products. Our agreements with GEO Command and Biz.com provide limited terms for our licenses and our ability to obtain components for our products, leading to increased risk for us. If our relationships with GEO Command or Biz.com were terminated, it may be difficult for us to continue operations without locating replacements, which may be costly, time consuming, or impossible to do. As described above, we no longer believe that Biz.com has the right to license its intellectual property to us. As a result, management plans to seek to obtain a new license for this intellectual property from the third party that now owns it, although there can be no assurance that we will be able to obtain such a license.

Uncertain Demand For The Company’s Products May Cause Revenues To Fall Short Of Expectations And Expenses To Be Higher Than Forecast If The Company Needs To Incur More Marketing Costs

The Company is unable to forecast revenues with certainty because of the unknown demand from consumers for its products. If demand for the Company’s products does not prove to be as great as anticipated, revenues may be lower than expected and/or marketing expenses higher than anticipated, either of which will increase the time and capital the Company needs to achieve a profitable level of operations.

The Company May Acquire Other Companies, Which Will Reduce Its Income In The Event The Company Is Not Able to Integrate Them Into Its Existing Operations

As part of the Company’s business strategy, it may make acquisitions of, or significant investments in, complementary companies, products or technologies. Any such future acquisitions would be accompanied by the risks commonly encountered in acquisitions of companies. The Company cannot guarantee that it would be successful in overcoming these risks or any other problems encountered with such acquisitions, and the Company’s inability to overcome such risks could have a material adverse effect on its business, financial condition and results of operations.

New And Existing Competition May Gain Market Share And Limit The Company’s Potential Growth

The Company has great concern about competing firms entering its target markets. The Company recognizes value in being the first-to-market in many different geographical areas and market verticals especially since most of its future location contracts are expected to be long-term in nature. There is no assurance that new or existing competitors will not adversely affect the Company’s business.

The Company’s Ability To Achieve Profitable Operations Is Directly Tied To The Company’s Ability To Attract And Retain Customers

The Company has no way of predicting whether its marketing efforts will be successful in attracting customers, and acquiring substantial market share. If the Company’s marketing efforts fail, it may fail to attract customers, which would adversely affect our business and financial results.

Limited Number of Successful Operators Within The 220 MHz Wireless Industry

Although the Company’s initial management team, consultants and dealer partners have, collectively, substantial 220 MHz wireless operational experience, the Company has limited operating experience within the 220 MHz wireless industry.

Many participants within the 220 MHz wireless industry concentrated their efforts and capital expenditures initially on construction of 220 MHz operating systems in advance of FCC construction deadlines and the later acquisition of additional 220 MHz spectrum in subsequent FCC auctions. As such, they have had only limited success to date in their marketing efforts to obtain subscribers to their systems due to their lack of needed additional working capital for marketing purposes and their inability to secure desired radio equipment inventory from a former manufacturer of such equipment due to its own working capital constraints. As a result, while there are a limited number of successful 220 MHz wireless operators within select regional areas, many 220 MHz wireless industry participants have generated only minimal revenues, if any, and have incurred and continue to incur losses.

We Cannot Assure Our Success In Our Planned Business Operations

If we are unable to raise additional capital, the Company will only be able to continue its current operations for approximately one (1) to six (6) months from the date of this filing. We have no current financing sources in place and no assurances are given as to the availability of any financing, or if available, the terms thereof.

We anticipate that even in the event we are able to raise sufficient capital to continue operations, such proceeds will not necessarily assure our success or profitability in view of, among other factors, our limited operating history in this business, the uncertainties associated with marketing emerging technologies, and the capital intensive nature of the wireless data and voice industry. We anticipate that profits, if any, will be derived through the sale of digital base stations, modems and engineering services and support. We are subject to all the substantial risks inherent in the development of a business enterprise within a sector of the wireless data and voice industry that has itself generated only limited revenues to date. Accordingly, no assurances can be given that our business will ever be successful or that we will ever be or remain profitable.

The Company Could Fail To Attract Or Retain Key Personnel, Which Could Hamper Its Ability To Generate Income

The Company has a single key employee who manages the Company’s operations and, if the Company were to lose this individual’s services, it would negatively impact the Company’s operations. In addition, the Company needs to attract additional high quality sales, technical and consulting personnel. To the extent the Company is smaller than its competitors and has fewer resources, the Company may not be able to attract the sufficient number and quality of staff.

The Company may enter into option agreements to acquire select assets of other 220 MHz system owners/operators, which may include 220 MHz licenses

The Company may enter into option agreements on terms to be negotiated to acquire select assets of other 220 MHz system owners/operators, which may include 220 MHz licenses. The FCC requires the licensee of a 220 MHz license must maintain “substantial control” over the use of such license. In the event the Company may desire to acquire a 220 MHz license from a holder thereof and initially obtain an option to acquire such license rather than purchase such license outright. The license holder thereof may, in its sole discretion, fail to cooperate with the Company concerning its intended usage thereof, such as to expand the Company’s networking or roaming capabilities. The Company’s ability to expand its operations and provide for further geographical coverage to its networks’ users could be adversely effected in instances where licenses may be acquired in this manner . We may assist interested parties in acquiring licenses from license holders interested in selling their licenses.

Development Risks Generally

We intend to grow primarily by (a) marketing to and obtaining customers in the commercial and public safety/emergency disaster relief sector s to utilize the data communication products offered and intended to be offered by us, thereby realizing revenues; and (ii) purchasing select assets from 220 MHz network owners and product providers. Development involves substantial risks, further enumerated herein, including the risk: (a) that we will not acquire what we believe to be the minimum “critical mass” of assets so as to develop any meaningful operations; (b) that development costs will exceed budgeted or contracted amounts; (c) that our marketing efforts to obtain customers will not proceed as rapidly as anticipated or otherwise be successful; (d) that our products will not achieve desired revenue or profitability levels; (e) that substantial additional financing, which will be necessary, might not be available or if available, might not be on favorable terms; (f) of changes in applicable laws, rules, regulations and interpretations which may adversely effect our business and operations; (g) that we may not be able to purchase desired select assets to expand our operations due to competition, financial or other considerations or otherwise successfully manage or integrate such asset purchases with our then operations; (h) of competition from other 220 MHz network operators and product providers as well as other providers of wireless communication services, many of the latter of whom have substantially greater financial and other resources than the Company; (i) the Company may not for whatever reason(s) be successful in its marketing efforts to the Homeland Security/Public Safety sector; and (j) of technology changes within the wireless communication industry and our potential inability to adopt such changes to our product and service offerings if so desired by prospective or then current customers either due to technology constraints which may be inherent to 220 MHz band services, financial constraints, or otherwise. There can be no assurances that we will be successful in executing upon our business plan.

Industry Operating History; Uncertainty of Broad Based Market Acceptance

Although numerous 220 MHz networks are operational in the United States, including many “mom and pop” network operators which produce minimal revenues, and fleet operators, many other networks are “operational” in the sense that they were constructed in advance of FCC construction deadlines, are available for subscriber use, but are otherwise producing minimal or no subscriber revenues. The 220 MHz wireless industry should therefore be viewed as having a less than successful operating history subject to uncertainty concerning the operational viability of available technology and its perceived suitability for targeted markets. The success of our business may be affected by matters beyond our control, including but not limited to changes in technology and equipment, equipment costs, competition, future demand for our services and changes in economic conditions, all of which can impact upon market acceptance. While management of the Company believes, based upon its knowledge of the industry generally, that there is a perceived need for the Company’s services, and based upon informal discussions had with certain public safety/emergency disaster relief industry personnel, including within the emergency management services sector, no assurance can be given that such perceived need for the Company’s services is correct.

Competition

The wireless communications industry has been and continues to be highly competitive, influenced by the introduction of new services by, and the marketing and pricing activities of, industry participants. We will compete with numerous other businesses engaged in the telecommunications industry which market the same or similar services and products as those marketed and intended to be marketed by the Company, many of which businesses have or may have substantially greater capital and other resources than the Company.

The greater financial resources of many cellular telephone, as well as 800 MHz, service providers currently permit such entities to offer creative pricing and incentive packages which we cannot presently offer and may not be able to offer in the future. Improvements in technology may adversely impact the demand for our services, which could adversely affect our operations. Other modes of wireless communications such as cellular, specialized mobile radio (800 and 900 MHz), personal communications systems (“PCS”) and one-way paging are examples of current competing technology. While we believe, due to the costs for such services compared to the relatively low cost of 220 MHz service, that 220 MHz service may be ideal for radio dispatch subscribers as well as other potential end-users, no assurances can be given that we are correct in our belief, or that the Company will be able to successfully compete.

We Depend On Third Party Manufacturers And Suppliers For Components Of All Of The Products We Sell

We have a relationship with GEO Command for the supply of a significant portion of the software components of our products, and two manufacturers produce the hardware components of our products. While we also include an internally-developed firmware component in our products, we would be unable to sell certain of our products without the hardware and software provided by the third party manufacturer and GEO Command. Risks associated with our dependence upon a third party manufacturing relationship include: (i) reduced control over delivery schedules; (ii) lack of control over quality assurance; (iii) poor manufacturing yields and high costs; (iv) potential lack of adequate capacity during periods of excess demand; and (v) potential misappropriation of our intellectual property.

We do not know if we will be able to maintain our manufacturing and supply relationships on favorable terms, if at all, or that our third party manufacturers and suppliers will meet our requirements for quality, quantity or timeliness. Our success depends in part on whether our third party manufacturers and suppliers are able to fill the orders we place with them and in a timely manner. If our third party manufacturers and suppliers fail to satisfactorily perform their contractual obligations or fill purchase orders we place with them, we may be required to pursue replacement manufacturer relationships. If we are unable to find replacements on a timely basis, or at all, we may be forced to either temporarily or permanently discontinue the sale of some or all of our products, which could expose us to legal liability, loss of reputation and risk of loss or reduced profit. Finding new manufacturers that offer a similar type of product would be a complicated and time consuming process and we cannot assure you that if we ever need to find a new manufacturer for our products we would be able to do so at all.

We could also be adversely affected by an increase in our third party manufacturers and suppliers’ prices for our product components or a significant decline in our third party manufacturers and suppliers’ financial condition. If the relationships with our third party manufacturers and suppliers are terminated and we are not successful in establishing relationships with one or more alternative manufacturers who offer similar services at similar prices, our costs could increase or we could be forced to cease operations altogether.

We Depend On Our Internally Developed And Licensed Intellectual Property

Our success and ability to compete depends in part on the intellectual property underlying our products, which includes some intellectual property developed by our sole technical employee (who has not assigned his rights in any inventions to the Company and is no longer employed by the Company), and intellectual property licensed from GEO Command under the Consulting Agreement, which does not provide clear terms for this license, and from Biz.com under our agreements with it. As described elsewhere, we no longer believe we have any rights to intellectual property licensed from Biz.com, and are seeking to obtain an alternate license for this intellectual property.

If any of our competitors copy or otherwise gain access to the proprietary technology underlying our products, or develop similar technologies independently, we may not be able to compete as effectively. The measures we, Biz.com and GEO Command take to protect our technologies, and other intellectual property rights, may not be adequate to prevent their unauthorized use.

If we, Biz.com and GEO Command are unable to protect our intellectual property, our competitors could use our intellectual property to market products, services and technologies similar to ours, which could reduce demand for our products, services and technologies. We may be unable to prevent unauthorized parties from attempting to copy or otherwise obtain and use our products or technology. Policing unauthorized use of our technology is difficult, and we may not be able to prevent misappropriation of our technology, particularly in foreign countries where the laws may not protect our intellectual property as fully as those in the United States. Others may circumvent the trade secrets, trademarks and copyrights that we, Biz.com or GEO Command currently or in the future own. GEO Command has patent protection with respect to certain of its technologies, but there can be no assurance that any patents will adequately protect GEO Command’s intellectual property.

We Could Incur Substantial Costs Defending Our Intellectual Property from Infringement by others

Unauthorized parties may attempt to copy aspects of our Biz.com and GEO Command proprietary products or to obtain and use our other proprietary information. Litigation may be necessary to enforce our Biz.com or GEO Command intellectual property rights, to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. We may not have the financial resources to prosecute any infringement claims that we may have. Any litigation could result in substantial costs and diversion of resources with no assurance of success.

We Could Incur Substantial Costs Defending Against Claims That Our Products Infringe On the Proprietary Rights of Others

The scope of any intellectual property rights that we, Biz.com or GEO Command have is uncertain and may not be sufficient to prevent infringement claims against us or claims that we have violated the intellectual property rights of third parties. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Competitors may have filed applications for or may have been issued patents and may obtain additional patents and proprietary rights relating to products or processes that compete with or are related to our products and services. The scope and viability of these patents, the extent to which we may be required to obtain licenses under these patents or under other proprietary rights and the cost and availability of licenses are unknown, but these factors may limit our ability to market our products and services.

Third parties could claim infringement by us with respect to any patents or other proprietary rights that they hold, and we cannot assure you that we would prevail in any such proceeding as the intellectual property status of our current and future competitors’ products and services is uncertain. Any infringement claims against us, whether meritorious or not, could be time-consuming, result in costly litigation or arbitration and diversion of technical and management personnel, or require us to develop non-infringing technology or to enter into royalty or licensing agreements.

We might not be successful in developing or otherwise acquiring rights to non-infringing technologies. Royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all, and could significantly harm our business and operating results. A successful claim of infringement against us or our failure or inability to license the infringed or similar technology could require us to pay substantial damages and could harm our business because we would not be able to continue selling our products without incurring significant additional expense. In addition, to the extent we agree to indemnify customers or other third parties against infringement of the intellectual property rights of others, a claim of infringement could require us to incur substantial time, effort and expense to indemnify these customers and third parties and could disrupt or terminate their ability to use, market or sell our products. Furthermore, GEO Command, Biz.com and any other future suppliers may not provide us with indemnification in the event that their products are found to infringe upon the intellectual property rights of any third parties, and if they do not, we would be forced to bear any resulting expense.

Our Sales May Be Concentrated In Public Sector Markets That Inherently Possess Additional Risks That Could Harm Our Business.

A significant portion of our future revenue may be derived from sales to federal, state, and local governments. Sales to these government entities present risks in addition to those involved in sales to commercial customers, including potential disruptions due to appropriation and spending patterns, changes in government personnel, political factors and the government’s reservation of the right to cancel contracts for its convenience. The bidding cycle for a request for proposal and contract award stage can take six months to two years before a contract is awarded and the government funding process for these systems can delay the bidding cycle as well. We expect that sales to government entities will increasingly be subject to competitive bidding requirements. This intensified competition can be expected to result in lower prices, longer sales cycles and lower margins. Further, our future sales to these domestic public safety and public service entities may be substantially tied to Project 25 interoperability mandates and homeland security initiatives. Changes in governmental budget priorities could result in decreased opportunities for us to sell into this market segment.

We May Depend On Federal Government Contracts For A Substantial Portion Of Our Future Revenues, And The Loss Of Federal Government Contracts Or A Decline In Funding Of Existing Or Future Government Contracts Could Adversely Affect Our Future Revenues.

A substantial portion of our future revenues may be dependent upon continued funding of federal government agencies, as well as continued funding of the programs to be targeted by us. U.S. government contracts are subject to termination for convenience by the government, as well as termination, reduction, or modification in the event of budgetary constraints or any change in the government’s requirements. Further, our contract-related costs and fees, including allocated indirect costs, may be subject to audits by the U.S. government that may result in recalculation of contract revenues and non-reimbursement of some contract costs and fees. In addition, if we act as a subcontractor, the failure or inability of the prime contractor to perform its prime contract may result in an inability to obtain payment of fees and contract costs.

In addition, government contract awards can be contested by other competing contractors, which may result in delays in the commencement of our performance and receipt of payments for our work under such contracts.

U.S. government contracts are dependent upon the continuing availability of congressional appropriations. Congress usually appropriates funds on a fiscal year basis even though contract performance may take several years. Consequently, at the outset of a major program, the contract is usually incrementally funded and additional funds are normally committed to the contract by the procuring agency as Congress makes appropriations for future fiscal years. Any failure of such agencies to continue to fund such contracts could have a material adverse effect on our operating results. These or other factors could cause federal government agencies to shift their spending priorities, reduce their purchases under contracts, to exercise their right to terminate contracts, or exercise their right not to renew contracts, all of which may limit our ability to obtain or maintain contract awards. Any of the aforementioned actions above could adversely affect our future revenues.

Our Failure To Comply With, Or Changes In, Governmental Regulation Could Adversely Affect Our Business And Operations.

Our wireless communications and secured communications products, and the spectrum within which these products are used, are subject to regulation, as will be our future customers. In particular, our products are regulated by the FCC. The regulatory environment is uncertain. Changes in the regulatory structure, laws or regulations, or in the use or allocation of spectrum, could adversely affect us or our future customers. Such changes could make our existing or planned products obsolete or not sellable in one or more markets, which could have a material adverse effect on us. Further, our failure to comply in the future with applicable regulations could result in penalties on us, such as fines or operational restrictions.

We May Be Unable To Meet The Rapid Technology Requirement Required By Our Market.

Our future products may be subject to development and other delays, and we cannot assure you that we will not encounter difficulties, such as the inability to assign a sufficient number of quality software and hardware engineers to key projects or other unanticipated causes, that could delay or prevent the successful and timely development, introduction and marketing of new products or required product features. In addition, our products may be implemented by certain third-party hardware and software. We cannot assure you that we will be able to design, have manufactured, or procure from third parties, the hardware and software necessary to successfully implement any new products and applications.

Our Future Operations Will Depend Upon Our Ability And The Resources Available To Respond To The Rapidly Evolving Technology And Customer Requirements In The Markets In Which We Will Operate.

The private wireless communications and secured communications markets in which we may compete are rapidly evolving as a result of changing technology, industry standards and customer requirements. Our ability to compete effectively will depend upon our ability to anticipate and react to these changes in a timely manner. We may not have adequate capital or human resources to respond to these changes.

Part of our success will depend on our ability to commercialize our products to enable us to sell such solutions to other customers, including government and commercial users. In addition, the rate of adoption of secure wireless data communications systems by the U.S. Government is not certain. Delays in this rate of adoption could adversely affect our future sales.

The Company’s Common Stock Is A “Penny Stock,” Which May Make It More Difficult For Investors To Sell Their Shares Due To Suitability Requirements

The Company’s common stock is “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These requirements may reduce the potential market for the Company’s common stock by reducing the number of potential investors and by making broker-dealers less likely to effect trades in the common stock. This may make it more difficult for investors in the Company’s common stock to sell shares to third parties or to otherwise dispose of them. This could cause the Company’s stock price to decline. Penny stocks are stock:

• With a price of less than $5.00 a share; • That are not traded on a “recognized” national exchange; • Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 a share); or • Issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.
That are not traded on a “recognized” national exchange;

Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 a share); or
Issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

SEC Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an “established customer” or an “accredited investor.” This includes the requirement that a broker-dealer must make a determination on the appropriateness of investments in penny stocks for the customer and must make special disclosures to the customer concerning the risks of penny stocks. Application of the penny stock rules to our common stock could affect the market liquidity of the shares, which in turn may affect the ability of holders of our common stock to resell the stock.

The Company Does Not Intend To Pay Any Dividends

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain any future profits from operations to fund growth and does not expect to pay any dividends in the foreseeable future.

ITEM 1B: UNRESOLVED STAFF COMMENTS

As a smaller reporting company, the Company is not required to provide the disclosure required by this item.

ITEM 2: PROPERTIES

The Company’s principal executive offices are located at ~~3700~~1015 W. ~~Airport~~Newport ~~Road~~Center Drive, Suite ~~410B,~~105 ~~Boca~~Deerfield ~~Raton~~Beach, FL ~~33431,~~33442 where the Company leases approximately ~~700~~500 square feet of office space. The Company’s monthly payment is paid as part of the payments ~~due~~for ~~under~~legal ~~the~~services ~~Consulting Agreement~~ with ~~GEO Command, Inc. who is~~ the ~~lessee.~~Jean-Pierre Law ~~GEO~~Office ~~Command’s~~that ~~lease~~ expires in ~~May~~December ~~2010, and the Company and GEO Command are affiliated as described above~~2011. Additional office space will be needed as additional employees are hired and are expected to be available at the Company’s present location. The Company’s management believes that all facilities occupied by the Company are adequate for present requirements, and that the Company’s current equipment is in good condition and is suitable for the operations involved. The Company vacated its Burr Ridge, IL facility in February 2009 due to a lack of customers on the network at that location.

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. This lease commitment was included in the transfer of assets and liabilities associated with discontinued operations.

ITEM 3: LEGAL PROCEEDINGS

We are not a party to and none of our property is subject to any material pending or threatened legal, governmental, administrative or judicial proceedings.

ITEM 4: REMOVED AND RESERVED

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company’s security holders during the fourth quarter of the fiscal year covered by this Annual ~~Report.~~

PART II

ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Articles of Incorporation provide that the Company has the authority to issue ~~205~~1,450,000,000 shares of capital stock, which are currently divided into two classes as follows: ~~200~~950,000,000 shares of common stock, par value of $0.~~001~~0001 per share; and 550,000,000 shares of preferred stock, par value of $0.~~001~~0001 per share. As of March 31, ~~2010~~2011, we had 2775,~~483~~222,210 outstanding shares of Common Stock and no outstanding shares of Preferred Stock.

On January 3, 2008, our common stock began being quoted on the OTCBB under the symbol “CXTO.OB”. There is limited trading activity in our securities.

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices for our common stock as reported on the OTCBB. The OTCBB quotations are high and low last reported bid prices representing inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. The quotations may be rounded for presentation. There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may have affected the prices listed below.

Year ended March 31, 2010			High			Low
Year ended March 31, 2011		High			Low
First quarter	$	$0.028	~~0.0278~~	$	$.0028	~~.0046~~
Second quarter	$	$0.03	~~0.0120~~	$	$0.03	~~.0013~~
Third quarter	$	$0.07	~~0.0100~~	$	$0.05	~~.0018~~
Fourth quarter	$	$0.01	~~0.0100~~	$	$.0060	~~.0028~~

The Company has never paid any cash dividends on its stock and does not plan to pay any cash dividends in the foreseeable future. As of March 31, 2011, we had approximately 500 shareholders of record, exclusive of shares held in street name.

As of March 31, 2010, we had approximately 500 shareholders of record, exclusive of shares held in street name.

Equity Compensation Plans

The Company does not have any equity compensation plans in place as of the date of this report, and had no options, warrants or other convertible securities outstanding as of that date.

Sales of Unregistered Securities

On November 11, 2008, the Company issued 1,000,000 shares to Wall Street Resources, Inc. in exchange for services rendered to the Company pursuant to Wall Street Resources’ Consulting Agreement with the Company. These shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6: SELECTED FINANCIAL DATA

As a smaller reporting company, the Company is not required to provide the disclosure required by this item.

ITEM 7: 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 twelve months ended March 31, 2011 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-K, 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, 2011 that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form 10-K 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

~~CX2~~Effective ~~Technologies~~August 16 th, 2010, the Company changed its name to Green Equity Holdings, Inc. is(the ~~engaged~~“Name inChange”). Concurrently with the ~~development~~name ~~and~~change, ~~sale~~the ofCompany ~~its~~we ~~220~~changed ~~MHz~~our ~~digital~~focus ~~wireless~~to ~~data~~investing ~~communications~~in ~~technologies~~high ~~and~~growth businesses ~~related~~offering ~~services~~novel solutions to global energy, natural resources, and environmental challenges.

~~The~~Pursuant ~~Company~~to ~~currently~~the ~~markets~~new ~~CX2~~strategy, ~~branded~~the ~~data~~company ~~technology~~entered ~~and~~into agreements ~~services~~substantiated ~~for use~~ by ~~various~~letters ~~commercial/industrial~~of ~~applications~~intent ~~and~~with ~~the~~Strategic ~~Homeland~~Energy ~~Security/Public~~Supplies Corporation ~~Safety~~(“SESC”) ~~sector.~~to Webuild ~~believe~~and ~~that~~operate ~~due~~not toless ~~advances~~than inthree ~~220~~grease ~~MHz~~trap ~~technology~~plants within ~~and equipment and~~ the ~~lower~~next ~~costs~~twelve ~~generally~~months; ~~associated~~Evolution ~~with~~Resources ~~lower~~& ~~frequency~~Fuels ~~band~~to ~~usage~~partner in ~~comparison~~the storage ~~to cellular telephone~~ and ~~other~~distribution ~~wireless communications services, a broad spectrum~~ of ~~potential~~bio ~~commercial~~fuels and ~~public~~restore ~~safety/emergency~~an ~~disaster~~existing ~~relief~~facility ~~end-users~~to increase ~~may~~its ~~find~~capacity; ~~the~~and ~~Company’s~~Remington ~~services~~Energy ~~advantageous~~to purchase and ~~desirable,~~acquire approximately ~~which~~255 ~~could~~acres ~~result~~or inproven ~~fee-based~~producing ~~subscribership~~ and~~/or~~ ~~high~~undeveloped ~~margin~~oil ~~technology~~and ~~sales.~~gas leases. The Company ~~cannot assure, however, that it~~ is ~~correct~~also inactively ~~such~~seeking aother ~~belief~~potential partners or ~~that~~acquisition candidates ~~it will be successful~~ in ~~any~~the ofalternative ~~such~~energy ~~efforts~~business.

WePreviously, ~~intend~~the toCompany ~~grow~~was ~~primarily~~engaged byin ~~(a) marketing efforts to~~ the ~~Homeland~~development ~~Security/Public Safety sector;~~ and ~~(b) through the~~ sale of its CX2 ~~data~~branded ~~modems~~220 ~~and~~MHz ~~base~~digital ~~stations~~wireless todata ~~existing~~communications ~~220~~technology ~~MHz~~and related ~~license~~services ~~holders.~~for ~~There~~use ~~can~~by bevarious nocommercial ~~assurance~~and ~~that~~industrial weapplication providers ~~will~~and bethe ~~successful~~Homeland inSecurity ~~executing~~and ~~our~~Public ~~business~~Safety ~~plan~~sector.

~~We have a working capital shortage~~However, ~~and~~due ~~must continue~~ to ~~seek~~technological advancements and ~~secure~~price competition ~~significant capital~~ from ~~outside~~cellular ~~funding~~telephone ~~sources~~and aswireless ~~our~~communication ~~cash~~services ~~flow~~made demand ~~from~~for ~~operations~~the islower ~~insufficient~~frequency toband ~~sustain~~transmitter ~~operations~~virtually obsolete. NoTherefore, the ~~assurances~~Company’s ~~can~~management beagreed ~~given that we will be successful in obtaining such needed capital. Our inability~~ to ~~promptly~~discontinue ~~secure~~manufacturing ~~needed~~and ~~capital~~marketing ~~will materially adversely affect~~ the 220 ~~Company~~MHz ~~and~~public-safety, ~~its operations~~emergency, ~~as we believe our current cash position~~ and ~~anticipated~~disaster ~~receipt~~relief ~~of revenues will enable us to sustain current operations for up to approximately one month from the date of this filing~~devices.

WeEffective ~~have~~June no28, ~~financing~~2010, ~~sources~~the inintellectual ~~place~~property ~~and~~CX2 technology, noInc. ~~assurances~~which ~~are~~had ~~given~~the asrights to ~~the~~resell ~~availability~~licensed ofairtime ~~any~~supplied ~~financing,~~by orEPS Wireless ifServices ~~available,~~transmitted from the ~~terms~~Sears ~~thereof.~~Tower Wein ~~will~~Chicago, ~~require~~IL, ~~additional~~were ~~capital~~claimed by ~~within~~Stillwater ~~the~~Funding ~~next~~which ~~month~~caused toan ~~continue~~action ~~our~~to ~~operations,~~be ~~the~~filed ~~failure~~for ofa ~~which~~writ tofor garnishment ~~obtain~~of ~~could~~wages ~~materially~~against ~~adversely~~Biz-Com ~~affect~~and the Company. A default judgment with respect thereto was entered against Biz-Com and ~~its~~the ~~business~~Company.

WeEffective ~~anticipate~~March ~~that even in the event we are able to raise sufficient capital to continue our operations~~29, ~~such capital will not necessarily assure our success or profitability in view of~~2011, ~~among other factors, our limited operating history in this business,~~ the ~~uncertainties~~Company ~~associated~~sold ~~with marketing emerging technologies,~~ and assigned the liabilities ~~capital intensive nature~~ of ~~the~~this ~~wireless~~discontinued ~~data~~operation ~~and~~to ~~voice~~CX2 ~~industry. We anticipate that revenues~~Technologies, ifInc. ~~any,~~The ~~will~~Company is bepursuing ~~derived~~negotiation ~~through~~with ~~the~~Still ~~sale~~Water ofAsset ~~digital~~Funding ~~base~~with ~~stations,~~respect ~~modems and engineering services and support. We are subject~~ to ~~all~~its ~~the~~claim against ~~substantial~~assets ~~risks inherent in the development~~ of aBiz-Com, ~~business~~including ~~enterprise~~5,000,000 ~~within~~shares ~~a sector~~ of the ~~wireless~~Company ~~data~~which ~~and~~was originally ~~voice~~issued ~~industry that has itself generated only limited revenues~~ to ~~date.~~Biz-Com ~~Accordingly,~~in noconnection ~~assurances~~with ~~can~~the bereferenced ~~given that our business will ever be successful or that we will ever be or remain profitable~~transaction.

Effective September 21, 2010, the Company entered into a debt-conversion agreement with Empire LP, an investment firm. The Company isand Empire inLP ~~our~~negotiated ~~initial~~the ~~phase~~assignment of ~~operations~~GEO ~~with~~Command’s ~~limited~~accounts ~~assets~~payable balance in the amount of $208,500; and ~~capital.~~notes ~~For~~payable ~~our~~balance ~~fiscal~~in ~~year~~the ~~ended~~amount ~~March~~of 31$104,685 ~~2010~~for value to Empire, weLP ~~had~~in lieu of an undisclosed amount in consideration for a consulting ~~net~~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. As of March 29, 2011, the $~~210~~208,~~606~~500 worth of convertible promissory notes has been released.

WeEffective ~~believe~~September ~~that~~21, we2010, ~~will~~the ~~have~~Company toentered ~~increase~~into a debt-conversion agreement with OTC Capital Partners, LLC an accredited investment firm. The Company and OTC Capital Partners, LLC negotiated the assignment ~~number~~and discount of ~~our~~Michael ~~personnel~~Rand’s ~~over~~notes payable balance in the ~~next~~amount ~~approximately~~of $92,261 ~~6-12~~for ~~months~~value asto ~~our~~OTC ~~business~~Capital ~~expands~~Partners, ~~due~~LLC. OTC Capital Partners, LLC agreed to purchase in three tranches: On June 15, 2010 debt in the ~~need~~amount toof ~~increase~~$26,334 converted ~~our~~into ~~networking~~9,100,000 shares issued between September 13 and ~~marketing~~October ~~efforts.~~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. As of March 24, 2011, payment for the assignment of Mr. Rand’s convertible promissory notes has been satisfied in full.

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

~~Financial~~Twelve ~~Presentation~~months ended March 31, 2011 compared to the twelve months ended March 31, 2010

~~The~~Revenues: ~~following~~Revenues ~~sets~~from ~~forth~~operations afor ~~discussion~~the ~~and~~twelve months ~~analysis~~ended ofMarch ~~the~~31, ~~Company’s~~2011 ~~financial~~of ~~condition~~$0 ~~and~~reflected ~~results~~a decrease of ~~operations~~$3,711 for the ~~two~~twelve months ~~years~~ ended March 31, 2010 ~~and~~revenues ~~2009.~~of ~~This~~$3,711, ~~discussion~~as ~~and~~the ~~analysis~~Company ~~should~~discontinued selling beequipment ~~read~~and inproviding ~~conjunction~~consulting ~~with~~services ~~our~~primarily ~~consolidated~~for ~~financial~~base ~~statements appearing elsewhere in this Annual Report on Form 10-K~~stations. We ~~The~~had ~~following~~minimal ~~discussion~~revenues ~~contains forward-looking statements. Our actual results may differ significantly from the results discussed~~ in ~~such~~both ~~forward-looking~~quarters ~~statements.~~as ~~Factors~~we ~~that~~had ~~could~~largely ~~cause~~ceased ormarketing ~~contribute to such differences include, but are not limited to, those discussed in “Item 1A — Risk Factors”~~ of our ~~this~~products ~~Annual~~and ~~Report on Form 10-K~~services.

22Operating Expenses: Operating expenses reflected an decrease of $4,168 when comparing $190,592 for the twelve months ended March 31, 2011, with $194,760 for the twelve months ended March 31, 2010,reflecting credit adjustments for prior period expenses.

~~Year~~Net Loss: The Company's net loss from operations was $567,353 for the twelve months ended March 31, ~~2010~~2011, as compared to ~~year~~a net loss of $210,605 for the twelve months ended March 31, ~~2009~~2010.

Revenues: Revenues from operations for the year ended March 31, 2010 of $3,711 reflected a decrease of $96,491 over the year ended March 31, 2009, due to decreased sales of equipment, particularly base stations, and engineering/support services in fiscal year 2010. Revenues in both years were minimal as the Company has not yet fully commenced its operations and will not do so until additional capital is raised.

Cost of Sales: There was no cost of sales during the fiscal year ended March 31, 2010 due to the Company’s decision to adjust inventory that was considered obsolete during the fiscal year ended March 31, 2009.

Operating Expenses: Operating expenses decreased by $456,064 to $194,760 for the year ended March 31, 2010, as compared to $650,824 for the year ended March 31, 2009.

Net Loss: The Company’s net loss was $210,606 in the year ended March 31, 2010, as compared to a net loss of $565,001 in the year ended March 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 or other sources as required or otherwise desired, our ~~financial~~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 March 31, ~~2009~~2011, 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 ~~additional~~new ~~subscribers~~sources ~~can~~of befinancing ~~obtained.~~are invested and revenues are earned. No assurances are given that we will be successful in obtaining the additional capital needed ~~capital~~. Our inability to secure such additional ~~capital~~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 ~~one~~another three month quarter.

At March 31, ~~2010~~2011, we had stockholders’' ~~deficiency~~deficit of $1690,~~188,637,~~ 672 total assets of $974,~~105~~533 and total current liabilities of $1695,~~285,742~~205. For the ~~year~~twelve months ended March 31, ~~2010~~2011, we have ~~incurred~~recognized ~~losses~~a net loss from operations in the amount of $~~210~~567,~~606~~353. ~~and~~Net income from discontinued operations was $399,288 resulting in Net Pre-Tax Loss of $168,065 for the ~~year~~twelve months ended March 31, 2011. ~~2010,~~This weLoss ~~used~~excludes ~~cash~~a incharge ~~operations~~to Retained Earnings of $76161,~~060~~490 for Prior Period adjustments due to retirement of Common Stock. Our operations and acquisitions have been funded by ~~the sale of equity in private equity financing from~~ accredited investors and by loans from our management. These funds have been used for current working capital ~~and~~covering costs for general ~~corporate purposes~~ and ~~acquisition~~administrative expenses, and ~~licensing~~corporate ~~costs~~legal ~~in furtherance of our business plan~~fees. ~~There are no current arrangements with purchasers for any of our securities.~~

In the event we are unable to raise additional capital within the next one month, such event will significantly restrict and possibly cause us to cease our operations which would have a substantial adverse effect on the Company and share holders.9

We do not currently anticipate any material capital expenditures for our existing operations. We do not currently anticipate purchasing, leasing or selling any plant or significant equipment during approximately the next twelve (12) months. To the extent that we engage in such acquisitions, we plan to utilize shares of the Company’s common stock for such purposes, and may assume certain obligations and debt in such transactions. Such common stock issuance, as well as any common stock issuance for cash to the extent affected, will have the effect of creating further shareholder dilution.

We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurances that our business will not be affected by inflation in the future.

We have no off balance sheet arrangements.

Critical Accounting Policies and Estimates

Note 26 of the Notes to the ~~Financial~~Condensed ~~Statements,~~financial statements, includes a summary of the significant accounting policies and methods used in the preparation of our ~~Financial~~Condensed ~~Statements~~financial statements. We ~~consider~~considered the following accounting policies and methods ~~to be the~~ most ~~important~~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.

Inventory

Inventory consists of communication devices which are valued at the lower of cost or market with cost being determined on a first-in, first-out basis. The inventory consisted exclusively of finished and unfinished units purchased from a related party.

Revenue Recognition

Revenue from users for network services is recognized at the time that the services are provided. Revenue from sales of radios and other related equipment is recognized at date of delivery to the customer and collection is reasonably assured. The Company does not believe that this concentration of revenues and related licenses under which it will operate have significant risk inasmuch as the services will be utilized by many unrelated businesses.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide disclosure required by this item.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s audited financial statements and the notes thereto appear in Part IV, Item 15, of this report.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

OnSince August 1, 2008, the Board of Directors of the Company approved ~~dismissed~~the ~~Webb~~engagement &of ~~Company~~Jewett, PASchwartz, ~~(“Webb~~Wolfe & ~~Company”),~~Associates to serve as the ~~registered~~Company’s independent registered public accounting firm for the Company’s fiscal year ended March 31, as2010. As a result of internal changes at Jewett, Swartz Wolfe & Associates, the Company has engaged Labrozzi & Company as the Company’s principal independent ~~auditors~~accountants ~~effective~~for ~~immediately~~the fiscal year ending March 31, 2011.

InITEM ~~connection~~9A ~~with~~CONTROLS ~~the~~AND audit of the Company’s financial statements for the fiscal year ended March 31, 2008 and 2007, and through August 1, 2008, there were no disagreements between the Company and Webb & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Webb & Company’s satisfaction, would have caused Webb & Company to make reference the subject matter of the disagreement in connection with its audit reports on the Company’s financial statementsPROCEDURES. None of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-B occurred during the period in which Webb & Company served as the Company’s independent registered public accounting firm.

OnEvaluation ~~August 1, 2008, the Board~~ of ~~Directors~~Disclosure ofControls ~~the~~and Company approved the engagement of Jewett, Schwartz, Wolfe & Associates to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ended March 31, 2009. The decision to change the Company’s principal independent accountants was the result of the Board of Directors’ determination that it was in the best interests of the Company.Procedures

~~ITEM~~The ~~9A:~~management ~~CONTROLS~~maintains ~~AND~~disclosure ~~PROCEDURES~~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.

~~Under~~As ~~the supervision and with the participation~~ of ~~our~~March ~~management~~31, ~~including our principal executive and financial officer~~2011, wethere ~~conducted~~have anbeen ~~evaluation~~no ofchanges ~~the~~in ~~design and operation of~~ our ~~disclosure~~ controls and procedures,; asinternal ~~such~~efficiencies; ~~term~~supervision isincluding ~~defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of March 31, 2010. Based on that evaluation,~~ our ~~principal~~ chief executive and principal financial officer ~~concluded~~requiring ~~that the design and operation of our~~ disclosure ~~controls and procedures were effective in timely alerting him to material information required to be included in the Company’s periodic reports filed with the SEC under the Exchange Act~~. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedure is designed to provide a reasonable level of assurance that the objectives of the system will be met.

24Changes in Internal Control over Financial Reporting

~~Management~~There ishave ~~responsible~~been ~~for~~no ~~establishing~~changes ~~and maintaining adequate internal control over financial reporting as defined~~ in ~~Rule 13a-15(f) under~~ the ~~Exchange~~Company's ~~Act.~~internal ~~Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive~~ controls and ~~financial~~policies ~~officer, and effected by the board of directors and management to provide reasonable assurance~~ regarding the ~~reliability of~~ financial statement reporting ~~and~~process since the Company's ~~preparation~~last ofquarterly ~~financial~~report ~~statements for external purposes in accordance with US GAAP, including those policies and procedures that: (i) pertain~~ to ~~the~~this ~~maintenance~~quarterly ofreport ~~records~~ that, inwould ~~reasonable~~inhibit ~~detail, accurately and fairly reflect the transactions and dispositions of assets, (ii) provide~~ a reasonable ~~assurance~~person’s ~~that~~ability ~~transactions are recorded as necessary~~ to ~~permit~~make ~~preparation~~an ofinformed ~~financial~~decision ~~statements~~about ininvesting ~~accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and~~ into the ~~Board,~~shares ~~and (iii) provide reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized acquisition, use, or disposition of assets that could have a material effect on~~ the ~~financial statements~~Company.

~~Because~~Limitations ofon ~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~Effectiveness ~~that controls may become inadequate because~~ of ~~changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.~~Controls

~~Management~~A ~~conducted~~control ansystem, ~~evaluation~~no ofmatter how well conceived and operated can only provide reasonable assurance that the ~~effectiveness~~objectives of the ~~internal~~ control ~~over~~system ~~financial~~are met. ~~reporting~~Because ~~based~~of on the ~~framework~~inherent limitations in ~~Internal~~all ~~Control~~control –systems, ~~Integrated~~no ~~Framework~~evaluation of ~~issued~~controls bycan ~~the~~provide ~~Committee~~absolute ofassurance ~~Sponsoring~~that ~~Organizations~~all control issues and instances of ~~the~~fraud, ~~Tread-way~~if ~~Commission.~~any, ~~Based~~within ona ~~this~~company ~~evaluation,~~have ~~management~~been ~~concluded~~detected. ~~that~~The ~~internal~~Company's ~~control~~disclosure controls ~~over~~and ~~financial~~procedures ~~reporting~~are ~~was~~designed ~~ineffective~~to asprovide reasonable assurance of achieving ~~March~~these ~~31,~~objectives. ~~2009,~~The inCompany's ~~properly~~chief ~~accounting~~executive ~~for~~officer ~~all~~and ~~accounts~~principal financial ~~payable~~officer concluded that the Company's disclosure controls and procedures ~~accrued~~are ~~liabilities~~effective at that reasonable level of assurance.

Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, management has concluded that considering the employees involved and the control procedures in place, the risks associated with such lack of segregation are insignificant and the potential benefits of adding employees to clearly segregate duties do not justify the expenses associated with such increases.

This Annual Report does not include an attestation report of the Company’s current independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s current independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

There have been no changes in our internal control over financial reporting or in other factors that could significantly affect internal controls that occurred during the fiscal year ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

ITEM 9B: OTHER INFORMATION

There were no items required to be disclosed in a report on Form 8-K during the fourth quarter of the fiscal year ended March 31, ~~2010~~2011 that have not been already disclosed on a Form 8-K filed with the SEC.

~~PART III~~10

During the year then ended March 31, 2011, the Company entered into promissory notes in favor of Fusion Capital Investment Corporation. The principal amounts as of March 31, 2011 total $32,948. These proceeds were used by the Company for working capital. The notes are due on demand and do not bear interest.

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth as of the date hereof, except as otherwise noted, the names, ages and positions held with respect to each director, executive officer, and significant employee expected to make a significant contribution to the Company:

Name	Age	~~Age~~Position	Term	~~Position~~Period	~~Term~~	~~Period~~
Michael Rand	48	48President, CEO, Secretary, Treasurer, Director	1 year	~~President,~~February ~~CEO,~~2008– ~~Secretary,~~July ~~Treasurer~~6, ~~Director~~2010	~~1 yr~~	~~February 2008– July 6, 2010~~
Lester Hahn	70	President, CEO, Secretary, Treasurer, Director	3 month	March 2010– June 30, 2010
Raimundo Dias	40	President, CEO, Secretary, Treasurer, Director	10 month	July 2010– April 19, 2011
Jesse Ozbolt David Eliff	69	President, CEO, Secretary, Director Treasurer	1 year 1 year	April 2011– May 19, 2012 April 2011- May 19, 2012

25All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time and due to its small size does not believe that committees are necessary at this time. As of the date of this filing the Company’s sole director fulfills the duties of an audit committee, and does not qualify as an “audit committee or financial expert.”

~~All~~No ~~directors~~director, ~~hold~~officer, ~~office~~affiliate ~~until~~or ~~the~~promoter ~~next annual meeting~~ of ~~stockholders~~the ~~and~~Company ~~until~~has within ~~their~~the ~~successors~~past ~~have~~five ~~been~~years ~~duly~~filed ~~elected~~any ~~and~~bankruptcy ~~qualified.~~petition, ~~There~~been ~~are~~convicted noin ~~agreements~~or been ~~with~~the ~~respect~~subject ~~to electing directors. The Board~~ of ~~Directors~~any ~~appoints~~pending ~~officers~~criminal ~~annually~~proceedings, ~~and~~or ~~each~~is ~~executive~~any ~~officer~~such ~~serves~~person at the subject ~~discretion~~ of ~~the~~any ~~Board~~order, ofjudgment ~~Directors.~~or ~~The~~decree ~~Company~~involving ~~does~~the ~~not~~violation ~~have~~of any ~~standing~~state ~~committees~~or federal atsecurities ~~this time and due to its small size does not believe that committees are necessary at this time~~laws. AsThere ofis ~~the~~no ~~date~~family ofrelationship ~~this~~between ~~filing~~any ~~the Company’s sole director fulfills the duties~~ of anour executive ~~audit~~officers ~~committee,~~ and ~~does not qualify as an “audit committee financial expert~~directors.”

NoThere ~~director,~~have ~~officer, affiliate or promoter of the Company has, within the past five years, filed any bankruptcy petition,~~ been ~~convicted~~no inchanges orto ~~been~~ the ~~subject~~procedures ofby ~~any~~which ~~pending~~our shareholders ~~criminal~~may ~~proceedings,~~recommend ornominees isto ~~any such person~~ the ~~subject~~Board ~~or any order, judgment or decree involving the violation~~ of ~~any~~Directors ~~state~~during ~~or federal securities laws. There is no family relationship between any of~~ our ~~executive~~last fiscal ~~officers and directors~~year.

Mr. Rand, who took office with CX2 on February 29, 2008, has more than 12 years of experience in voice and data systems engineering. He has served as Marketing Director of GEO Command, Inc. since 2006. GEO Command is the provider of GEO Command software, an off-the-shelf application suite for the homeland security market. As part of Mr. Rand’s responsibilities at GEO Command, he has worked with CX2 Technologies on a homeland security and public safety project. From 2004 to 2005, Mr. Rand was a Communications Systems Engineer with Larry Smith Marine Electronics, where he designed voice and data networks and satellite communications systems for luxury yachts. From 1999 to 2004, Mr. Rand was a Senior Systems Engineer with Precision Response Systems, where he engineered and supported a 485-seat call center. Mr. Rand holds a B.A. in Theater Technology from Florida State University.

There have been no material changes to the procedures by which our shareholders may recommend nominees to the Board of Directors during our last fiscal year.

Code of Ethics

The Company has not yet adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, comprising written standards that are reasonably designed to deter wrongdoing and to promote the behavior described in Item 406 of Regulation S-K promulgated by the Securities and Exchange Commission. Due to the small size of the Company, management does not believe such a code is needed at this time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s Common Stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended March 31, 2009;, all Reporting Persons complied with all applicable filing requirements.

~~ITEM~~ 11~~: EXECUTIVE COMPENSATION~~

~~The~~ITEM ~~following~~11: ~~table~~EXECUTIVE ~~sets forth, for the fiscal years ended March 31, 2010 and 2009, certain information regarding the compensation earned by the Company’s named executive officers~~COMPENSATION. No other executive officer received an annual salary and bonus for fiscal year 2010 and 2009 in excess of $100,000 with respect to services rendered by any of such persons to the Company. Where columns have been omitted from the Summary Compensation Table below, it is because no such compensation was paid to the named executive officer during the 2009 or 2010 fiscal years.

SUMMARY COMPENSATION TABLE
Name andPrincipalPosition	FiscalYear		Salary($)		Bonus($)		All OtherCompensation($)		Total($)
Michael Rand,		2010	$	25,000		—		—	$	25,000
President		2009	$	24,000		—		—	$	24,000
and CEO

The following table sets forth, for the fiscal years ended March 31, 2011 and 2010, certain information regarding the compensation earned by the Company’s named executive officers. No other executive officer received an annual salary and bonus for fiscal year 2011 and 2010 in excess of $100,000 with respect to services rendered by any of such persons to the Company. Where columns have been omitted from the Summary Compensation Table below, it is because no such compensation was paid to the named executive officer during the 2010 or 2011 fiscal years.

Name and Principal Position Held	Fiscal Year	Salary	Bonus	All Other Compensation	Total	Notes
Michael Rand, CEO	4/1/09-2/28/10	$ 25,000	$ -	$ -	$ 25,000
Lester Hahn, CEO	3/1/10-6/30/10	$ 7,500	$ -	$ -	$ 7,500
Raimundo Dias, CEO	7/1/10-4/19/11	-	-	-	-
Jesse Q. Ozbolt, CEO	4/20/11-5/19/12	$ 10,000	$ -	$ -	$ 10,000	Payable with 10 Million Common shares
David N. Eliff, CFO	4/19/11-5/19/12	$ 10,000	$ -	$ -	$ 10,000	Payable with 10 Million Common shares

Employment Agreements

None

Director Compensation

Members of the Board of Directors did not receive any cash or non-cash compensation for their service as Directors during our ~~2009~~2010 and ~~2008~~ 2009 fiscal years. The Company has no non-employee directors.

Compensation Committee Interlocks and Insider Participation

As a smaller reporting company, the Company is not required to provide the disclosure required by this item.

Compensation Committee Report

As a smaller reporting company, the Company is not required to provide the disclosure required by this item.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth beneficial ownership information as of March 31, 2010: (i) each of the Company’s officers and directors, (ii) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of common stock, and (iii) all of the Company’s officers and directors as a group. As of ~~July~~March 31, ~~2009~~2011, the Company had 2275,~~557~~222,210 shares of common stock outstanding.

(a) Security ownership of certain beneficial owners:

Title of Class	Name and Address	~~Name~~Amount ~~and~~& ~~Address~~Nature of Beneficial Ownership	Percentage of Class	~~Amount & Nature of Beneficial Ownership~~	~~Percentage of Class~~
Common shares	Biz.Com U.S.A., Inc. 4550 Hazelton Lane Wellington, FL 33449	~~Biz.Com U.S.A.~~5, ~~Inc. 4550 Hazelton Lane Wellington~~000, ~~FL 33449~~000	6.6%	~~5,000,000~~	~~18.2%~~
Common shares	Fusion Capital Investments, Corp. 1015 W. Newport Center Drive Suite 105 2Deerfield Beach, FL 33442	29,000,000	38.6%
Common Shares	OTC Capital Partners, LLC 175 SW 7th Street, Suite 2011 Miami, FL 33130	2,800,000	4%
	Sub-total	36,800,000	48.9%
Common Shares	Issued & outstanding in the Market	38,422,210	51%
Common Shares	Total Shares	75,222,210	100%

(b) Security Ownership of directors and executive officers:

None

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

During the past three (3) fiscal years, we have not entered into a transaction, nor are any transactions currently proposed, with a value in excess of $120,000 for our last three fiscal years with an officer, director or beneficial owner of 5% or more of our common stock, or with any member of the immediate family of any of the foregoing named persons or entities, except as follows:

~~Sam~~Fusion D.Capital ~~Hitner,~~Investment ~~the former President and CEO, was the Director of Finance for Biz~~Corp.~~com U.S.A.~~, ~~Inc.~~owned ~~from~~by ~~November 2004 until March 1, 2006 when he became President and CEO of CX2 Technologies Inc~~Mr. ~~During~~Dias ~~his~~has ~~service~~loaned the toCompany ~~Biz.com U.S.A.~~$32,948 ~~Inc.~~during hethe ~~was~~fiscal ~~not~~years anended ~~officer or Director of Biz.com. Since~~ March ~~2006~~31, he2010 ~~conducted certain negotiations~~ and ~~transactions with Biz~~2009.~~com,~~ ~~including~~This loan ~~the~~is ~~10-year~~interest ~~Airtime~~free ~~Agreement~~ and ~~non-exclusive~~is ~~licensing~~due ~~agreement~~on ~~described~~demand ~~above.~~from ~~Such~~the ~~negotiations~~date ~~and transactions were effected at “arms’ length” as a representative~~ of ~~a separate and discrete company~~issuance.

~~During~~Using the ~~year~~standards ~~ended~~of ~~March~~the 31NASDAQ Capital Market, ~~2007~~which listing standards are not applicable to the Company, the Company’s ~~purchased~~board ~~$232,500~~has ofdetermined that ~~finished~~its ~~goods~~sole ~~inventory~~director ~~from~~would ~~Biz~~not qualify under such standards as an independent director.~~com~~ The Company did not consider any relationship or transaction between itself and Mr. Dias’ company not already disclosed in this report in making this determination.

2713

During the year ended March 31, 2008, a stockholder, Halody Consulting, LLC, loaned the Company $546,068 for working capital. The loan bears interest at 8% per annum and is payable on demand. This loan is convertible into common stock at a conversion rate of $0.025 per share, and as of March 31, 2008, $132,000 had been converted. The remaining amounts due under the loan have since been forgiven.

Mr. Rand has loaned the Company $92,000 during the fiscal years ended March 31, 2009 and 2008. This loan is interest free and is due in full six months from the date of issuance.

Using the standards of the NASDAQ Capital Market, which listing standards are not applicable to the Company, the Company’s Board has determined that its sole director would not qualify under such standards as an independent director. The Company did not consider any relationship or transaction between itself and Mr. Rand not already disclosed in this report in making this determination.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Webb~~Jewett, Schwartz, & ~~Company~~Associates, ~~P.A.~~CPA’s has served as the Company’s ~~principal~~independent ~~accountant~~auditor from ~~September~~August 1, ~~2006~~2008 through ~~August~~March 131, ~~2008~~2010. Their fees billed to the Company for the past two fiscal years are set forth below:

		2009		2008
Description	2010	2009
Audit Fees	$ 7,500	$ 17,254	~~17,254~~	$	~~39,353~~
Audit Related Fees			—		—
10K Audit Reports	-	7,500
Tax Fees			—		—
Audit Related Fees	-	-
All Other Fees			—		—
10-Q Review Reports	10,500	-
Total Fees		$	17,254	$	39,353
Tax Fees	-	-
All Other Fees	-	-
Total Fees	$ 18,000	$ 24,254

~~Jewett,~~Audit ~~Schwartz,~~Fees ~~Wolfe~~-Including &fees ~~Associates~~for ~~have~~professional ~~served~~services as for the ~~Company’s~~audit ~~principal~~of ~~accountant~~our ~~since~~annual ~~August~~financial 1,statements ~~2008.~~and ~~Their~~for ~~fees~~the ~~billed~~reviews toof the financial ~~Company~~statements ~~for~~included ~~the~~in ~~past~~each ~~two~~of ~~fiscal~~our ~~years~~quarterly ~~are~~reports ~~set~~on ~~forth~~Form ~~below:~~10-QSB and 10-Q.

	2010		2009
Audit Fees	$	7,500		29,000
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	7,500		29,000

Audit Related Fees -Consists of assurance related services by the independent auditors that are reasonably related to the performance of the audit and review of our financial statements and are not included under audit fees.

•	Audit Fees
	-Including fees for professional services for the audit of our annual financial statements and for the reviews of the financial statements included in each of our quarterly reports on Form 10-QSB and 10-Q.
•	Audit Related Fees
	-Consists of assurance related services by the independent auditors that are reasonably related to the performance of the audit and review of our financial statements and are not included under audit fees.

Tax Fees - These services included assistance regarding federal, state and local tax compliance and return preparation.

28All Other Fees -Includes time and procedures related to change in independent accountants and research and assistance provided to the Company.

• Tax Fees -These services included assistance regarding federal, state and local tax compliance and return preparation. • All Other Fees -Includes time and procedures related to change in independent accountants and research and assistance provided to the Company.

During its fiscal year ended March 31, 2009, the Company did not have an Audit Committee and the Company’s sole director pre-approved all fees of the principal accountant. The Company’s principal accountant did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Report:

(a)	The following documents are filed as a part of this Report

	FINANCIAL STATEMENTS - beginning on page F-1 of this Report:
		Labrozzi & Company Independent Auditors’ Report
		Balance Sheet at March 31, 2011
		Statements of Operations for the Years Ended March 31, 2011 and 2010
		Statements of Changes in Shareholders’ Equity/Deficiency for the Years Ended March 31, 2011 and 2010
		Statements of Cash Flows for the Year Ended March 31, 2011 and 2010
		Notes to Financial Statements

~~1. FINANCIAL STATEMENTS - beginning on page F-1 of this Report:~~14

-2. ~~Jewett,~~EXHIBITS ~~Schwartz,~~– ~~Wolfe &~~(except ~~Associates~~as ~~Independent~~otherwise ~~Auditors’~~indicated, ~~Report~~all exhibits were previously filed)

-Reports ~~Balance~~on ~~Sheet~~Form ~~at March 31, 2010 and 2009~~8-K.

- Statements of Operations for the Years Ended March 31, 2010 and 2009

(a)	Exhibits:

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:

- Statements of changes in Stockholders’ Equity (Deficit) for the Years Ended March 31, 2010 and 2009

5.06	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 40, 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).

	During the reporting period, Mr. Dias had no 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 effective on or about August 16, 2010.

5.08	On March 29, 2011, Green Equity Holdings, Inc. (the “Company”) entered into a Purchase, Sale and Assignment of Liabilities Agreement (the “Agreement”) with CX2 Technologies, Inc., a Florida corporation (“CX2”) whereby CX2 Technologies, Inc. agreed to acquire the assets of the Company (the “Assets”) in Exhibit A of the Agreement and assume the liabilities related to the assets, all as set forth in Exhibit B of the Agreement in exchange for 1,500,000 shares of common stock in the Company. The Agreement was completed on March 29, 2011. There are no related parties between the Company and CX2 Technologies, Inc.

5.09	On April 20, 2011, the Board of Directors appointed Jesse Q. Ozbolt as President and CEO; and David N.Eliff as CFO to replace Mr. Dias. Mr. Dias will remain as Managing Director until his successor has been elected at the next annual meeting of the Registrant’s shareholders.

~~- Statements of Cash Flows for the Year Ended March 31, 2010 and 2009~~15

-Independent ~~Notes~~Auditor's ~~to Financial Statements~~Report

2.To ~~EXHIBITS~~the –Shareholders:

~~(except~~Green asEquity ~~otherwise~~Holdings, ~~indicated~~Inc. 1015 W. Newport Center, ~~all~~Suite 105 ~~exhibits~~ Deerfield ~~were~~Beach, ~~previously~~Florida ~~filed)~~33442

Exhibit #	Description
3.1	Articles of Incorporation, incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
3.2	Bylaws, incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
3.3	Amendment to Articles of Incorporation, incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
3.4	Amendment to Articles of Incorporation, incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
10	220-222 MHz Air Time Agreement, dated March 6, 2006, between Biz.com U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
10.1	Asset Purchase Agreement, dated March 5, 2006, between Biz.com U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
10.2	Licensing Agreement and Asset Sale dated February 26, 2007, between Biz.com U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference, filed with the Company’s Form 10-SB on January 11, 2007.
10.3	First Amendment to 220-222 MHz Airtime Agreement dated March 19, 2007, between Biz.com U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference, filed with the Company’s Form 10-KSB on December 14, 2007.
10.4	Distributor Agreement with ESP Wireless Agreement dated June 4, 2006, incorporated by reference, filed with the Company’s Form 10-KSB on December 14, 2007.

We have audited the accompanying balance sheet of Green Equity Holdings, Inc. as of March 31, 2011, and the related statements of operations, changes in deficiency in assets, and cash flows for the year then ended. These financial statements are the responsibility of Green Equity Holdings’ management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Equity Holdings, Inc., as of March 31, 2011 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 3, the Company continues to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Labrozzi & Co., P.A.
Miami, Florida
February 9, 2012

GREEN EQUITY HOLDINGS, INC.

(Formerly known as CX-2 Technologies, Inc.)

Balance Sheets

		March 31,			March 31,
		2011			2010

ASSETS
Cash	$	533		$	-
Note receivable - related party		-			1,245
Prepaid expenses		-			5,000

Total Current Assets		533			6,245

Non-current assets
Equipment, net of accumulated depreciation		-			90,860
Intangible assets, net of accumulated amortization		4,000			-

Total non-current assets		4,000			90,860

TOTAL ASSETS	$	4,533		$	97,105


LIABILITIES AND DEFICIENCY IN ASSETS
Accounts payable and accrued expenses	$	6,000		$	683,673
Bank overdraft		-			19
Derivative liability		15,000			-
Convertible note payable - related party		32,948			96,261
Convertible notes payable		641,257			505,789

Total liabilities		695,205			1,285,742

Deficiency in assets
Preferred stock, $.0001 par value: Series A and B, 50,000,000 shares authorized: none issued and outstanding		-			-
Preferred stock, $.0001 par value: Series C, 50,000,000 shares authorized: none issued and outstanding		-			-
Common stock, $0.0001 par value, 950,000,000 shares authorized: 75,222,210 and 27,483,210 shares issued and outstanding as of March 31, 2011 and March 31, 2010, respectively		7,522			27,483
Additional Paid-In Capital		8,859,167			8,334,665
Accumulated deficit		(9,557,361	)		(9,550,785	)

Total deficiency in assets		(690,672	)		(1,188,637	)

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS	$	4,533		$	97,105

GREEN EQUITY HOLDINGS, INC.

(Formerly known as CX-2 Technologies, Inc.)

Statements of Operations

		March 31,			March 31,
		2011			2010
Revenue	$	-		$	3,711
Cost of sales		-			-
Gross profit		-			3,711
Expenses
General and Administrative		136,399			144,371
Depreciation and amortization		54,195			50,389
Total Expenses		190,593			194,760
Net loss before other income (expenses):		(190,593	)		(191,049	)
Other income (expenses):
Other income - cancellation of debt		208,969			-
Write off of investment-Evolution Fuels		(35,000	)		-
Loss on common stock transaction		(26,100	)		-
Loss on conversion of notes payable		(509,150	)		-
Interest expense		(15,480	)		(19,556	)
Total other income (expenses)		(376,761	)		(19,556	)
Net loss before provision for income taxes		(567,354	)		(210,605	)
Provision for income taxes		-			-
Net loss before discontinued operations		(567,354	)		(210,605	)
Discontinued operations
Gain on sale of discontinued operations		399,288			-
Net loss	$	(168,066	)	$	(210,605	)
Basic and Diluted Profit per Share	$	(0.00	)	$	(0.01	)
Basic and Diluted Weighted Average Number of Shares Outstanding		56,166,398			23,208,475

GREEN EQUITY HOLDINGS, INC.

(Formerly known as CX-2 Technologies, Inc.)

Statements of Cash Flow

		March 31,			March 31,
		2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(168,066	)	$	(210,605	)
Common stock issued for services		25,000			49,259
Depreciation expense		53,195			50,389
Amortization expense		1,000			-
Prior period adjustment		161,490			-
Write off of investment in Evolution Fuels		35,000			-
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating assets and operating liabilities:
Note receivable-related party		1,245			-
Prepaid expenses		5,000			(2,500	)
Derivative liability		15,000			-
Accounts payable and accrued expenses		(677,673	)		37,397

Net cash used in operating activities		(548,809	)		(76,060	)

Gain on discontinued operations		399,288			-

Net cash used after discontinued operations		(149,521	)		(76,060	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intanible assets		(5,000	)		-

Net cash used in investing activities		(5,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		(19	)		19
Payments on convertible notes		(25,000	)		-
Proceeds for convertible notes purchased		65,925			26,591
Accounts payable converted to notes payable-related party		32,948			-
Sale of common stock		81,200			4,926
Additional paid in capital		-			44,332

Net cash provided by financing activities		155,054			75,868

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS		533			(192	)

CASH BEGINNING OF PERIOD		-			192

CASH END OF PERIOD	$	533		$	-


Supplemental Disclosure of Cash Flow Information in lieu of shares:

Cost of Debt-Conversion	$	479,450
Value of Retired Shares at $0.03	$	(104,508	)
Value of Notes Released	$	(208,500	)
Value of Services Rendered at $0.01	$	(25,000	)
Value of Debt Converted	$	(23,150	)

Green Equity Holdings, Inc. (formerly CX2 Technologies, Inc.)

Statements of Changes in Deficiency in Assets

Period Ending March 31, 2011

										Additional						Total
	Preferred Stock			Common Stock						Paid-in			Accumulated			Deficiency
	Shares		Amount	Shares			Amount			Capital			Deficit			in Assets

Balance March 31, 2009	-	$	-	22,557,210		$	22,557		$	8,290,333		$	(9,340,179	)	$	(1,027,289	)
Shares issued for services	-		-	4,926,000			4,926			44,332			-			49,258
Net loss													(210,606	)		(210,606	)
Balance March 31, 2010	-		-	27,483,210			27,483			8,334,665			(9,550,785	)		(1,188,637	)
Common stock sold	-		-	29,000,000			29,000			52,200			-			81,200
Shares issued for services	-		-	3,000,000			300			24,700			-			25,000
Shares issued for debt				25,550,000	a		2,555	b		526,695	c		-			529,250
Retirement of Common stock	-		-	(9,800,750	) a		(980	) b		(129,928	) c		-			(130,908	)
Adjustment for Decrease in Par per Amendment	-		-	(10,250	)		(50,836	)		50,836			-			-
Prior period adjustment													161,490	d		161,490
Net Loss	-		-	-			-			-			(168,066	)		(168,066	)
Balance March 31, 2011	-		-	75,222,210			7,522			8,859,167			(9,557,361	)		(690,672	)

a.	includes 3.3 million shares transferred by OTC to Asher Enterprises; these shares were subsequently returned by Asher and Retired
b.	includes $330 relative to shares noted in footnote a
c.	includes $26070 relative to shares noted in footnote a
d.	Prior Period Adjustment for expense booked relative to retired shares ($104,508); write off of PP accrued payroll ($27,532) &adjustment loss on conversions ($29,250)

GREEN EQUITY HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Twelve Months Ended March 31, 2011

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Green Equity Holdings, Inc. formerly, 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 May 10, 2006, the Company commenced its business operations in the State of Florida. Effective July 1, 2010, there was a change of control of the Company business objective was refocused on the energy industry. Effective August 16, 2010, the Company changed its name to Green Equity Holdings, Inc.

Effective March 29, 2011, the Company entered into the sale and assignment of liabilities for certain assets known as the CX2 Technologies, Inc. segment. The assets and liabilities disposed of consist of approximately $49,738 of assets and $845,613 of liabilities in consideration of 1,500,000 shares of common stock issued by the Company having a value of approximately $15,000. The company realized approximately $399,288 income from the sale of its discontinued operations. (see Note 5)

NOTE 2 – ANNUAL FINANCIAL STATEMENTS

The accompanying annual financial statements of Green Equity Holdings, Inc. (the "Company") have been reviewed, audited and prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Such rules require that these annually audited financial statements are prepared in accordance with Generally Accepted Accounting Principles (US GAAP); and have been audited using Generally Accepted Auditing Standards (US GAAS). These standards require that footnotes and disclosures are provided in order to assist the readers with supporting details that are documented in the condensed financial statements.

The Company recommends that the footnote disclosures made herein with its annually audited financial statements be read in conjunction with its annual audit report also included in its filing on Form 10-K for the year then ended March 31, 2011. In the opinion of management, our financial statements and footnote disclosures fairly present our financial position and results of operations of the Company for the fiscal year then ended as of March 31, 2010.

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

Loss Per Common Share

Loss per common share is computed in accordance with FASB ASC 260-10 (Prior authoritative literature Statement of Financial Accounting Standards No. 128, “Earnings Per Share”), by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 can differ from those estimates.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740-10 (Prior authoritative literature Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”), using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

Recent Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

Equity Securities

Holders of shares of common stock shall be entitled to cast one vote for each common shares held at all stockholder’s meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights.

The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced a net loss from operations of $567,353 and has used cash flows for operations in the amount of $548,808 during the twelve months ended March 31, 2011, along with a stockholder's deficiency of $690,672. The improvements to its conditions still raised substantial doubt about the Company's ability to continue as a going concern. The Company always had recurring losses from its operations since it began and never had annual revenues sufficient enough to cover the Company's incurred expenses and its obligations as they became due.

NOTE 4 – RE-ORGANIZATION COSTS

During the previous quarter, the Company re-allocated prepaid expenses in the amount of $5,000 to Re-Organization Costs. These reorganization costs are being amortized over a 60 month period. Amortization expense for the twelve months ended March 31, 2011 was $1,000.

NOTE 5- DISCONTINUED OPERATIONS

IFRS 5 defines a “discontinued operation” as a component of an entity that has been disposed of, or is classified as held for sale, and Represent a major line of business or geographical area of operations.

On March 29, 2011, the Company disposed of its’ previous assets and liabilities that represented the remaining business segment known as CX2 Technologies, Inc. This segment was sold for the assignment of its net realizable value of assets and liabilities of ($415,288) in consideration for 1,500,000 shares of common shares that were valued at $15,000 at the time of the transaction representing a net gain of $399,288. There was no income tax effects computed or implied on the transaction for the annual financial statement report.

Schedule of Assets and Liabilities of the Discontinued Operations as per agreement dated March 29, 2011

Assets
Office furniture, fixtures, computers and communications equipment	$	261,456
Less: accumulated depreciation		(224,791	)
Total Furniture and fixtures		36,665

Liabilities
Accounts Payables		189,355
Lease Payable		226,562
Interest Payable		35,036
Total Liabilities		450,953

Net Worth		(414,288	)
Less: 1,500,000 Shares of Common Stock @ $0.01		15,000
Net Gain on the Sale of Discontinued Operations	$	399,288

NOTE 6 – 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 had no revenues for the year then ended March 31, 2011.

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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The deferred tax assets resulting from operating losses have not been recognized.

Loss Per Share

Basic and diluted loss per common share has been calculated based upon the weighted average number of common shares outstanding.

NOTE 7 – NOTES PAYABLE

		March 31			March 31
Notes payable as of March 31, 2011 and 2010:		2010	Converted		2011

Unsecured promissory notes payable to GEOComm and, Inc. - non-interest bearing due on demand	$	104,779	-		-

Unsecured convertible promissory notes payable to Empire, LP. - non-interest bearing due on demand		-	2,500		126,185

Unsecured notes payable to Bizcom , USA Inc. - non- interest bearing due on demand		389,861	-		389,861

Unsecured promissory notes payable to an officer - non- interest bearing due on demand		97,411	11,350		-

Unsecured convertible promissory notes payable to OTC Capital Partners, LLC .		-	9,300		125,211

Unsecured notes payable to Other related party are non- interest bearing due on demand		10,000	-		-

Unsecured convertible promissory notes payable to Fusion Capital Investments, Corp.		-	-		32,948

Total	$	602,051	23,150	$	674,205

Effective March 30, 2011, a signed release with Empire, LP legally relinquishes the Company from approximately $208,500 worth of accumulated debts issued in the form of convertible promissory notes. Whereby, $104,681 was consideration for contractual services with GEO Command, Inc. and $103,819 represented capital loaned to the Company for the operations and expenses in the prior years.

Fusion Capital, a related party, assumed some of the Company’s accounts payable in return for a convertible promissory note in the amount of $32,498. The note bears no interest and is payable upon demand in cash within 90 days and convertible thereafter.

NOTE 8 – EARNINGS PER SHARE

The Company computed basic and diluted earnings per share for March 31, 2011 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.

The weighted average number of shares issued and outstanding are 56,166,398.

As of March 31, 2011 there were no common stock equivalents outstanding, however there were approximately 3,300,000 shares of restricted stock issued and outstanding.

NOTE 9 – STOCKHOLDERS' EQUITY

Common Stock

In 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. On March 31, 2011, the Company has increased its authorized common shares to 950,000,000 at par value $.0001. There were 75,222,210 and 27,483,210 shares issued and outstanding as of March 31, 2011, and March 31, 2010, respectively.

During the year ended March 31, 2011, the Company issued 22,250,000 shares of common stock for debt conversion and 3,000,000 shares of restricted common stock issued for legal and professional services.

There are 1,500,000 shares of common stock payable owed to CX2 Technologies, Inc. attributable to the sale and assignment of assets and liabilities of the discontinued operations. The price of the stock at the time of the transaction was negotiated at $0.01. Therefore, the value implied on the transfer is for $15,000.

Preferred Stock

On July 1, 2010, the Company increased its authorized preferred shares, Series A and B to 50,000,000 shares; having a par value $0.0001. None are issued and outstanding. On March 31, 2011, the Company authorized an additional 50,000,000 shares Series C Preferred having a par value of $0.0001. None are issued and outstanding.

Private Placement of Common Stock

As of March 31, 2011, there were no private placements for common stocks being offered through private placement memorandums.

NOTE 10 – DEFERRED TAX ASSETS

Deferred tax assets reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income taxes. The Company deferred income tax assets and liabilities consist of the following:

		2011		2010

Deferred tax assets:
Net operating loss carryforwards (benefit)	$	9,557,361	$	9,550,785
Total gross deferred tax assets		9,557,361		9,550,785
Less valuation allowance		-		-
Net deferred tax assets	$	9,557,361	$	9,550,785

The Company has recognized no tax benefit for the losses generated for the periods through March 31, 2011.

SFAS No. 109 requires that a valuation allowance be provided if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

NOTE 11 – Retirement of Shares

During the period ending March 31, 2011, the Company accepted the return of 9,800,750 shares of Common Stock of which 6,500,750 had been issued for future consulting services. As these services were not delivered by the holders of the stock, the shares were retired. The remaining 3.3 million shares were retired and re-issued as part of an independent shareholder exchange with a third party. The Company recognized a prior period adjustment to retained earnings in the amount of $104,508 in relation to these stock retirements.

NOTE 12 – WRITE OFF OF INVESTMENT

Effective October 8, 2010, the Company entered into a definitive agreement with Evolution Fuels, Inc. to be a 50% member in their family owned bio-diesel plant in Durant, Oklahoma for $125,000. According to the letter of agreement, the Company invested $35,000. The Company has divested its interest in the joint venture and has written off the investment.

NOTE 13 – CONVERSION OF DEBT

APB No. 84 Describes the method of accounting for conversions of convertible debt to equity securities when the debtor induces conversion of the debt by offering additional securities or other consideration to convertible holders. This Statement requires recognition of an expense equal to the fair value of the additional securities or other consideration issued to induce conversion.

The Company incurred a loss in the amount of $479,450 on the conversion of debt valued at $23,150. The following is a schedule of all the debt conversions for which the Company issued additional shares in order to reduce its debts thereby recognizing an additional expense upon the conversion at the fair market value during the fiscal year ended March 31, 2011:

			Conversion	Shares			Mkt	Mkt	Debt		Other
	Cert #	No.	Date	Issued			Prices	Value	Converted		(Inc) / Exp
Empire	1735	1	13-Sep-10	2,500,000		$	0.04	100,000	2,500		97,500
OTC	1737	2	14-Sep-10	1,500,000		$	0.04	60,000	1,500		58,500
OTC	1745	3	11-Oct-10	2,000,000		$	0.02	36,200	2,000		34,200
OTC Bull	1744	4	05-Oct-10	2,500,000		$	0.04	100,000	2,500		97,500
OTC Goldsher	1751	5	19-Oct-10	100,000		$	0.03	3,000	1,000		2,000
OTC Van Proyen	1752	6	19-Oct-10	500,000		$	0.03	15,000	500		14,500
OTC Eagel	1758	7	19-Jan-11	400,000		$	0.02	8,000	400		7,600
OTC Asefi	1759	8	19-Jan-11	500,000		$	0.02	10,000	500		9,500
OTC Rota	1757	9	19-Jan-11	950,000		$	0.02	19,000	950		18,050
OTC Akat	1761	10	27-Jan-11	2,700,000		$	0.02	54,000	2,700		51,300
Falcon	1760	11	19-Jan-11	2,800,000		$	0.02	56,000	2,800		53,200
OTC	1765	12	16-Feb-11	3,300,000	a	$	0.01	33,000	3,300	b	29,700	c
OTC	1772	13	17-Mar-11	3,300,000		$	0.01	26,400	3,300		23,100
OTC	1774	14	24-Mar-11	2,500,000		$	0.01	15,000	2,500		12,500

				25,550,000	a	$	0.02	535,600	26,450	b	509,150	c
Total Net of Trans/Retirement				22,250,000				502,600	23,150		479,450

a.	includes 3.3 million shares transferred by OTC to Asher Enterprises; these shares were subsequently returned by Asher and Retired
b.	includes $3300 relative to shares noted in footnote "a" negated by retirement of the Asher shares and replaced by re-issue re-issue to OTC of Cert 1772
c.	includes $29700 relative to shares noted in footnote "a" & "b"

NOTE 14 - PRIOR PERIOD ADJUSTMENTS

The company recorded and adjustment to retained earnings in the amount of $161,490 for the reversal of expense related to the retirement of Common Stock, the write off of accrued payroll and conversion expense.

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.

Date: February 10, 2012	/s/ Raimundo Dias
	Raimundo Dias, CEO

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

$39,800.00

September 1, 2010

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay to the order of OTC CAPITAL PARTNERS, LLC or its successors or assigns (the "Holder"), the principal sum of in immediately available funds, the total principal sum of THIRTY NINE THOUSAND EIGHT HURNDERD DOLLARS ($39,800.00), in accordance with the terms of this Demand Convertible Promissory Note (this “Note”).

1. DEMAND LOAN. At such times as the Company and Holder shall agree, and in amounts as the Company and Holder shall agree, Holder will loan the Company $39,800.00 for its operational needs. Each such loan by the Holder to the Company shall be referred to as a “Loan Advance.” The date and amount of each Loan Advance, and the total of all Loan Advances, will be recorded and updated on Exhibit A, which is attached hereto and incorporated herein with the first advance (s), in an initial amount to be determined, scheduled to be made on or before December 31^st, 2010.

2. PAYMENT OF PRINCIPAL: The outstanding principal balance of this Note shall be due upon demand. All payments hereunder shall be made at the principal residence of the Holder, or such other place as the Holder may from time to time designate in writing.

3. CONVERSION: Beginning ninety (90) days after the date set forth above and continuing until the Convertible Promissory Note (“the Note”) has been paid in full, Holder has the right to convert all amounts then due under the Note at a conversion rate to be determined by the Company and the Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following described events shall have occurred and be continuing, then this Note shall be in default (each, a "Default"):

3.1. Failure to Pay The Maker shall fail to pay the Principal balance of this Note or of Interest on this Note on or within five (5) days after the date upon which such payment becomes due; or

3.2. Bankruptcy The Maker shall be adjudicated as bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Maker shall apply for or consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Maker and such appointment shall continue un-discharged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain un-dismissed for a period of sixty (60) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Maker and such judgment, writ, or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy.

5. DEFAULT REMEDIES: Upon the occurrence of a Default, the entire unpaid Principal, together with accrued and unpaid Interest, shall be forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand, presentment, protest, dishonor and notice of maturity, non-payment or protest and all other requirements to hold the Maker liable.

8. BUSINESS DAYS: If a payment of Principal or Interest on this Note becomes due on a Saturday, Sunday or other legal holiday on which state or federal banks in the State of Florida are closed, then the due date shall be extended to the next succeeding business day.

9. AMENDMENT; WAIVER: This Note may not be amended, extended, renewed or modified nor shall any waiver of any provision hereof be effective, except by an instrument in writing executed by the Holder or his authorized representative.

10. GOVERNING LAW: This Note shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principles thereof governing conflicts of law), with exclusive jurisdiction and venue in the federal and state courts of Palm Beach County, Florida.

HOLDER:		THE MAKER:

OTC Capital Partners, LLC		Green Equity Holdings, Inc.

By:		By:
Name:	Adi Elfenbein	Name:	Raimundo Dias
Title:	Managing Member	Title:	President

10.5	Intentionally Omitted.
10.6	Consulting Agreement, dated January 25, 2008, by and between CX2 Technologies, Inc. and GEO Command, Inc., incorporated by reference, filed with the Company’s Form 8-K on March 19, 2008.
10.7	Release Agreement, dated March 20, 2008, by and between CX2 Technologies, Inc. and ESP Wireless Technology Group, Inc., incorporated by reference, filed with the Company’s Form 8-K on June 11, 2008.
10.8	Settlement Agreement, dated as of June 2, 2008 and effective as of March 31, 2008, by and among CX2 Technologies, Inc., GEO Command, Inc., Michael Rand, Albert Koenigsberg, Halody Consulting, LLC and Peter Kirschner, incorporated by reference, filed with the Company’s Form 8-K on June 11, 2008.
10.9	Redemption, Settlement and Release Agreement, dated June 6, 2008, by and among CX2 Technologies, Inc., Adam and Julie Reiser, Michael Rand, Albert Koenigsberg and Digital Dial, LLC, incorporated by reference, filed with the Company’s Form 8-K on June 11, 2008.
10.10	Promissory Note dated May 23, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $40,500, filed herewith.
10.11	Promissory Note dated June 5, 2008 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $14,113, filed herewith.
10.12	Promissory Note dated June 27, 2008 issued by CX2 Technologies, Inc. in favor of Les Hahn in the principal amount of $5,000, filed herewith.
10.13	Promissory Note dated July 17, 2008 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $23,050, filed herewith.
10.14	Financial Communications Consulting Agreement dated September 10, 2008 by and between Wall Street Resources, Inc. and CX2 Technologies, Inc., filed herewith.
10.15	Promissory Note dated February 27, 2009 issued by CX2 Technologies, Inc. in favor of Michael Rand in the principal amount of $18,450, filed herewith.
10.16	Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc. in favor of Albert Koenigsberg in the principal amount of $5,000, filed herewith.
10.17	Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc. in favor of GEO Command, Inc. in the principal amount of $18,961, filed herewith.
16.1	Letter from Webb & Company PA dated August 6, 2008, incorporated by reference, filed with the Company’s Form 8-K on August 7, 2008.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive and Financial Officer, filed herewith.
32.1	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

~~Reports~~CONVERTIBLE onPROMISSORY ~~Form 8-K~~NOTE

~~On June 11~~$20, ~~2008, the Company filed a Form 8-K in which it announced its entry into settlement agreements with ESP Wireless Technology Group, Inc~~000.,00 ~~Peter~~October ~~Kirschner~~7, ~~Halody Consulting, LLC, Adam and Julie Reiser and Digital Dial, LLC.~~2010

On FOR ~~August~~VALUE 7RECEIVED, ~~2008~~the sufficiency of which is hereby acknowledged, the ~~Company~~undersigned, ~~filed~~GREEN EQUITY HOLDINGS, INC., a ~~Form~~Nevada ~~8-K~~corporation in(the ~~which~~"Maker"), itpromises ~~announced~~to pay to the ~~dismissal~~order of ~~Webb~~EMPIRE &LIMITED ~~Company,~~PARTNERSHIP ~~P.A.,~~or as its ~~registered~~successors ~~independent~~or ~~accounting~~assigns (the ~~firm~~"Holder"), ~~and~~ the ~~engagement~~principal sum of ~~Jewett,~~in ~~Schwartz~~immediately available funds, ~~Wolfe~~the total &principal ~~Associates~~sum asof TWENTY THOUSAND DOLLARS ($20,000.00), in accordance with the ~~successor~~terms ~~registered~~of ~~independent~~this ~~accounting~~Demand ~~firm~~Convertible Promissory Note (this “Note”).

1. DEMAND LOAN. At such times as the Company and Holder shall agree, and in amounts as the Company and Holder shall agree, Holder will loan the Company $20,000.00 for its operational needs. Each such loan by the Holder to the Company shall be referred to as a “Loan Advance.” The date and amount of each Loan Advance, and the total of all Loan Advances, will be recorded and updated on Exhibit A, which is attached hereto and incorporated herein with the first advance (s), in an initial amount to be determined, scheduled to be made on or before December 31^st, 2010.

4. EVENTS OF DEFAULT: If one or more of the following described events shall have occurred and be continuing, then this Note shall be in default (each, a "Default"):

~~SIGNATURES~~ 3.1. Failure to Pay The Maker shall fail to pay the Principal balance of this Note or of Interest on this Note on or within five (5) days after the date upon which such payment becomes due; or

~~Pursuant~~ 3.2. Bankruptcy The Maker shall be adjudicated as bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the ~~requirements~~benefit of creditors; ~~Section~~or 13the Maker shall apply for or 15consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Maker and such appointment shall continue un-discharged for a period of sixty (d60) ofdays; or the ~~Securities~~Maker ~~Exchange~~shall institute ~~Act~~(by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of ~~1934~~debt, dissolution, liquidation or similar proceeding relating to it under the ~~registrant~~laws ~~has~~of any ~~duly~~jurisdiction; ~~caused~~or ~~this~~any ~~report~~such toproceeding shall be ~~signed~~instituted on(by ~~its~~petition, application ~~behalf~~or byotherwise) against the ~~undersigned~~Maker and shall remain un-dismissed for a period of sixty (60) days; or any judgment, ~~thereunto~~writ, ~~duly~~warrant ~~authorized.~~of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Maker and such judgment, writ, or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy.

		CX2 Technologies. Inc.
Date: September 13, 2010		By: /s/ Michael Rand
		Michael Rand, Chief Executive Officer, Principal Executive and Financial Officer

5. DEFAULT REMEDIES: Upon the occurrence of a Default, the entire unpaid Principal, together with accrued and unpaid Interest, shall be forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand, presentment, protest, dishonor and notice of maturity, non-payment or protest and all other requirements to hold the Maker liable.

~~REPORT~~HOLDER: OFTHE ~~INDEPENDENT~~MAKER: ~~REGISTERED~~Empire ~~PUBLIC~~Limited ~~ACCOUNTING~~Partnership ~~FIRM~~Green Equity Holdings, Inc. By: By: Name: Dennis Mancino Name: Raimundo Dias Title: General Partner Title: President

ToNEITHER ~~the~~THIS ~~Board~~CONVERTIBLE ofPROMISSORY ~~Directors~~NOTE ~~and~~NOR ~~Stockholders~~THE ofVOTING COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

~~CX2~~CONVERTIBLE ~~TECHNOLOGIES,~~PROMISSORY ~~INC.~~NOTE

~~We have audited the accompanying balance sheets of CX2 Technologies~~$32, ~~Inc~~797.60 asDecember ~~of March 31~~01, 2010 and 2009 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We FOR ~~conducted~~VALUE ~~our~~RECEIVED, ~~audits in accordance with~~ the sufficiency ~~standards~~ of ~~the~~which ~~Public~~is ~~Company~~hereby ~~Accounting~~acknowledged, ~~Oversight~~the ~~Board~~undersigned, ~~(United~~GREEN ~~States)~~EQUITY HOLDINGS, INC., ~~Those~~a ~~standards~~Nevada ~~require~~corporation ~~that~~(the we"Maker"), ~~plan~~promises ~~and~~to ~~perform the audit~~ pay to ~~obtain reasonable assurance about whether~~ the ~~financial~~order ~~statements are free~~ of ~~material~~FUSION ~~misstatement.~~CAPITAL AnINVESTMENTS, ~~audit~~CORP ~~includes~~or ~~examining,~~its onsuccessors aor assigns ~~test~~(the ~~basis~~"Holder"), ~~evidence supporting~~ the ~~amounts~~principal ~~and~~sum ~~disclosures~~of in ~~the~~immediately ~~financial~~available funds, ~~statements.~~the Antotal ~~audit~~principal ~~also~~sum ~~includes~~of ~~assessing~~THIRTY ~~the~~TWO ~~accounting~~THOUSAND ~~principles~~SEVEN ~~used~~HURNDERD ~~and~~NINETY SEVEN ~~significant~~DOLLARS ~~estimates~~AND ~~made~~SIXTY byCENTS ~~management~~($32,797.60), asin ~~well~~accordance aswith ~~evaluating~~ the ~~overall~~terms ~~financial~~of this ~~statement~~Demand ~~presentation.~~Convertible WePromissory ~~believe~~Note ~~that~~(this ~~our audits provide a reasonable basis for our opinion~~“Note”).

In1. ~~our~~DEMAND ~~opinion,~~LOAN. ~~the~~At ~~financial~~such ~~statements~~times ~~referred~~as tothe ~~above~~Company ~~present~~and ~~fairly~~Holder shall agree, and in ~~all~~amounts ~~material~~as ~~respects~~the Company and Holder shall agree, Holder will loan the ~~financial~~Company ~~position~~$32,797.60 offor ~~CX2~~its ~~Technologies,~~operational ~~Inc~~needs., Each such loan by the Holder to the Company shall be referred to as ofa ~~March~~“Loan ~~31,~~Advance.” ~~2010~~The date and amount ~~2009~~of each Loan Advance, and the ~~results~~total of ~~its~~all ~~operations~~Loan Advances, will be recorded and ~~its~~updated ~~cash~~on ~~flows~~Exhibit ~~for~~A, ~~the~~which ~~years~~is ~~then~~attached ~~ended~~hereto inand incorporated ~~conformity~~herein with ~~accounting~~the ~~principles~~first ~~generally~~advance ~~accepted~~(s), in ~~the~~an ~~United~~initial ~~States~~amounts ofto ~~America~~be determined, scheduled to be made on or before December 31st , 2010.

These financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has an accumulated deficit of approximating $9,550,000 and working capital deficiencies of approximately $1,280,000 as of March 31, 2010. Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 32

~~/s/~~2. ~~Jewett,~~PAYMENT ~~Schwartz,~~OF ~~Wolfe~~PRINCIPAL: &The ~~Associates~~outstanding ~~Jewett,~~principal balance ~~Schwartz~~of this Note shall be due upon demand. All payments hereunder shall be made at the principal residence of the Holder, ~~Wolfe~~or &such ~~Associates~~other place as the Holder may from time to time designate in writing.

~~Hollywood~~3. CONVERSION: Beginning ninety (90) days after the date set forth above and continuing until the Convertible Promissory Note (“the Note”) has been paid in full, ~~Florida~~Holder has the right to convert all amounts then due under the Note at a conversion rate to be determined by the Company and the Holder based upon market conditions at the time of the conversion.

~~August~~4. 25EVENTS OF DEFAULT: If one or more of the following described events shall have occurred and be continuing, ~~2010~~then this Note shall be in default (each, a "Default"):

~~200~~ 3.1. ~~South~~Failure ~~Park~~to ~~Road,~~Pay ~~SUITE~~The Maker ~~150~~shall ●fail ~~HOLLYWOOD,~~to ~~FLORIDA~~pay ~~33021~~the ●Principal ~~TELEPHONE~~balance ~~(954)~~of ~~922-5885~~this ●Note ~~FAX~~or of Interest on this Note on or within five (~~954~~5) ~~922-5957~~days after the date upon which such payment becomes due; or

~~MEMBER~~ 3.2. –Bankruptcy ~~AMERICAN~~The ~~INSTITUTE~~Maker shall OFbe ~~CERTIFIED~~adjudicated ~~PUBLIC~~as ~~ACCOUNTANTS~~bankrupt ●or ~~FLORIDA~~insolvent, ~~INSTITUTE~~or OFadmit ~~CERTIFIED~~in ~~PUBLIC~~writing ~~ACCOUNTANTS~~its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Maker shall apply for or consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Maker and such appointment shall continue un-discharged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain un-dismissed for a period of sixty (60) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Maker and such judgment, writ, or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy.

~~PRIVATE~~5. ~~COMPANIES~~DEFAULT ~~PRACTICE~~REMEDIES: ~~SECTION~~Upon OFthe ~~THE~~occurrence ~~AICPA~~of ~~●REGISTERED~~a ~~WITH~~Default, the ~~THE~~entire ~~PUBLIC~~unpaid ~~COMPANY~~Principal, ~~ACCOUNTING~~together ~~OVERSIGHT~~with ~~BOARD~~accrued OFand ~~THE~~unpaid ~~SEC~~Interest, shall be forthwith due and payable without notice or demand.

~~F-1~~6. PREPAYMENT: This Note may be prepaid in whole or in part without penalty.

CX2 TECHNOLOGIES, INC.	For The Year Ended	For The Year Ended
BALANCE SHEETS	March 31,	March 31,
	2010	2009
Current Assets
Cash and cash equivalents	$ -	$ 192
Notes receivable - related party	1,245	1,245
Other current assets	5,000	2,500
Total Current Assets	6,245	3,937
Property and Equipment, net	90,860	141,249
Total Assets	$ 97,105	$ 145,186
Liabilities and Stockholders Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$ 683,696	$ 646,297
Notes payable – related parties	391,106	391,106
Notes payable - Other	210,941	135,073
Total Liabilities	1,285,743	1,172,476
Commitments and contingencies
Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding	-	-
Common stock, $0.001 par value; 100,000,000 shares authorized, 27,483,960 and 22,957,210 issued and outstanding at March 31, 2010 and March 31, 2009, respectively	27,483	22,557
Additional paid-in-Capital	8,334,664	8,290,332
Accumulated Deficit	(9,550,785)	(9,340,179)
Total Stockholders’ Equity (Deficit)	(1,188,638)	(1,027,290)
Total Liabilities and Stockholder’s Equity (Deficit)	$ 97,105	$ 145,186

7. WAIVER OF NOTICE, ETC: The Maker waives demand, presentment, protest, dishonor and notice of maturity, non-payment or protest and all other requirements to hold the Maker liable.

~~See~~8. ~~accompanying~~BUSINESS ~~notes~~DAYS: If a payment of Principal or Interest on this Note becomes due on a Saturday, Sunday or other legal holiday on which state or federal banks in the State of Florida are closed, then the due date shall be extended to ~~financial~~the ~~statement~~next succeeding business day.

~~F-2~~33

CX2 TECHNOLOGIES, INC.	For the Year Ended	For the Year Ended
STATEMENTS OF OPERATIONS	March 31, 2010	March 31, 2009
Revenue	$ 3,711	$ 100,202
Cost of sales	-	-
Gross Profit	3,711	100,202
Operating Expenses
Selling, general and administrative	144,371	598,533
Depreciation and amortization	50,389	52,291
Total Operating Expenses	194,760	650,824
Loss from Operations	(191,049)	(550,622)
Other Expense
Interest expense	19,556	(14,379)
Loss on conversion	-	-
Total Other Expense	19,556	(14,379)
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(210,605)	(565,001)
Provision for income taxes	-	-
Net Income	$ (210,605)	$ (565,001)
Weighted Average Number of Shares Outstanding During the Period	23,208,475	23,553,100
Basic and Diluted
Net Loss Per Share - Basic and Diluted	$ (0.01)	$ ( 0.02)

~~See~~10. ~~accompanying~~GOVERNING ~~notes~~LAW: toThis ~~financial~~Note ~~statement~~shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principles thereof governing conflicts of law), with exclusive jurisdiction and venue in the federal and state courts of Palm Beach County, Florida.

~~F-3~~HOLDER: THE MAKER: Fusion Capital Investments, Corp Green Equity Holdings, Inc. By: By: Name: Raimundo Dias Name: Raimundo Dias Title: Managing Member Title: President

CX2 TECHNOLOGIES, INC. STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)	Preferred Stock		Common Stock				Total
For the years ended March					Additional		Stockholder's
31, 2010 and March 31,					Paid-in	Accumulated	Equity
2009	Shares	Amount	Shares	Amount	Capital	Deficit	(Deficit)
Balance, March 31, 2008		$ -	23,057,210	$ 23,057	$ 9,282,122	$ (10,275,178)	$ (969,999)
			-	-	-	-	-
Common stock issued
in exchange for
services ($0.001 per share)	-	-	1,000,000	1,000	39,000	-	40,000
Forgiveness of loan 6/2/2008					467,710		467,710
Common stock
reversed in			(1,500,000)	(1,500)	(1,498,500)	1,500,000
connection with the
technology license
dated February 26,
2007 ($1.00 per share)
	-	-					-
Conversion of notes
payable – related 3/31/2009			-	-	-
parties to equity	-	-	-	-	-		-
Net loss for the
year ending March 31, 2009						(565,001)	(565,001)
Balance, March 31, 2009	-	$ -	22,557,210	$ 22,557	$ 8,290,332	$(9,340,179)	$(1,027,290)
Net loss for the year March 31, 2010						(210,606)	( 210,606)
Common stock issued in exchange for services ($0.01 per share)			4,926,000	4,926	44,332		49,258
Balance, March 31, 2010	-	$ -	27,483,210	$ 27,483	$ 8,334,664	$ (9,550,785)	$ (1,188,638)

~~See~~CONVERTIBLE ~~accompanying~~PROMISSORY ~~notes to financial statement~~NOTE

~~F-4~~$10,900.00 March 2, 2011

CX2 TECHNOLOGIES, INC.	For the Year Ended	For the Year Ended
STATEMENTS OF CASH FLOWS	March 31, 2010	March 31, 2009
Cash Flows From Operating Activities:
Net Income (Loss)	$ (210,605)	$ (565,001)
Adjustments to reconcile net loss to net cash used in:
Operations
Depreciation	50,389	52,291
Common stock issued in exchange for services	49,259	40,000
Loss on conversion		-
Provision for obsolete inventory		-
Changes in operating assets and liabilities:
Notes receivable	(2,500)	(1,245)
Prepaid expenses		(2,500)
Deposits		5,448
Accounts payable and accrued expenses	37,398	341,913
Deferred revenue	-	-
Net Cash Used in Operating Activities	(76,060)	(129,094)
Cash Flows From Financing Activities:
Proceeds from note payable - related party	-	156,869
Proceeds from notes payable	-	14,000
Repayment of note payable - related party	-	(40,500)
Repayment of notes payable	75,868	(4,000)
Net Cash Provided by Financing Activities	75,868	126,369
Net Decrease in Cash	(192)	(2,725)
Cash at Beginning of Period	192	2,917
Cash at End of Period	$ 0	$ 192
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	$ -	$ 13
Taxes	$ -	$ -
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Conversion of account payable to common stock	$ 49,259	$ -
Conversion of notes payable - related parties to
Equity	$ -	$ 467,710
Stock issued under terms of Airtime agreement	$ -	$ 40,000

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay to the order of OTC CAPITAL PARTNERS, LLC or its successors or assigns (the "Holder"), the principal sum of in immediately available funds, the total principal sum of TEN THOUSAND NINE HUNDRED DOLLARS AND ZERO CENTS ($10,900.00), in accordance with the terms of this Demand Convertible Promissory Note (this “Note”).

~~See accompanying notes to financial statement~~34

~~F-5~~1. DEMAND LOAN. At such times as the Company and Holder shall agree, and in amounts as the Company and Holder shall agree, Holder will loan the Company $32,797.60 for its operational needs. Each such loan by the Holder to the Company shall be referred to as a “Loan Advance.” The date and amount of each Loan Advance, and the total of all Loan Advances, will be recorded and updated on Exhibit A, which is attached hereto and incorporated herein with the first advance (s), in an initial amounts to be determined, scheduled to be made on or before December 31st , 2010.

~~CX2~~2. ~~TECHNOLOGIES,~~PAYMENT ~~INC~~OF PRINCIPAL: The outstanding principal balance of this Note shall be due upon demand. ~~NOTES~~All TOpayments ~~FINANCIAL~~hereunder ~~STATEMENTS~~shall Asbe made at the principal residence of ~~March~~the ~~31.~~Holder, ~~2010~~or ~~and~~such ~~2009~~other place as the Holder may from time to time designate in writing.

~~NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS CX2 Technologies, Inc~~3. ~~(hereinafter~~CONVERSION: ~~the~~Beginning ~~“Company”~~ninety ~~or “CX2”~~(90) ~~was~~days ~~incorporated~~after ~~on May 21, 2002 as Brook-view Institute, Inc., under~~ the ~~laws~~date set offorth ~~the~~above State of Nevada. On November 16, 2005 the Company changed its name to CX2 Technology, 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 operations to the State of Florida.The Company was engaged in the development, operation and ~~management~~continuing ofuntil ~~220 MHz digital wireless data communications services. In September 2006,~~ the ~~Company~~Convertible ~~entered~~Promissory ~~into~~Note ~~a ten year Airtime Agreement for the exclusive use of minutes on 220 MHz Federal Communications Commission~~ (“~~FCC~~the Note”) licenses and the related equipment with a third party. This agreement allows the Company to operate throughout the entire United States and initially in the geographical areas of Florida, Illinois, Michigan and Texas. However, in late 2008, the Company learned that this third party no longer owned its FCC licenses and therefore the Company does not believe it continues to have any rights to use minutes under these licenses. The Company is no longer seeking to acquire 220 MHz licenses and related equipment from any other third parties. As of March 31, 2010, the Company has ~~technically~~ been ~~discontinuing~~paid ~~its operations~~ in ~~selling~~full, ~~its~~Holder own branded telemetry modems designed to transmit and mapping data for an emergency incident by partnering its remaining technology and intellectual property with it related affiliate known as GEO Command. The Company by mutual consent of the Board of Directors has ~~been seeking a buyer for~~ the ~~remaining~~right ~~assets and liabilities in the Company. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summarizes significant accounting policies~~ to ~~assist~~convert the reader in understanding and evaluating the 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~~amounts ~~respects.~~then due ~~Basis~~under ~~of Accounting The financial statements are prepared using~~ the ~~accrual~~Note basis of accounting where revenues and expenses are recognized in the period in which they were incurred. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a net loss of $210,606 and a negative cash flow from operations of $76,060 for the year ended March 31, 2010. The Company also had a working capital deficiency of $1,279,497 and a stockholder’s deficiency of $1,188,637 as of March 31, 2010. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company was in the development stage from May 2002 until January 2007, at ~~which time operations began. The Company has incurred~~ a ~~loss~~conversion ~~from~~rate ~~operations, and its present level of revenues is not sufficient~~ to ~~cover~~be ~~all~~determined ~~the~~by ~~Company’s incurred expenses. Management recognizes that~~ the Company ~~must generate additional resources to enable it to pay its obligations as they come due,~~ and ~~that~~ the Holder ~~Company~~based ~~must~~upon ~~ultimately~~market ~~achieve~~conditions profitable operations. Management’s plans in this regard are to divest in its pursuit of its business plan relating to the operation and management of its 220 MHz digital wireless data communications services and to seek an investor interested in acquiring the remaining assets and liabilities of the Company. Property and Equipment Property and equipment, consisting of communications equipment, office and computer equipment, is recorded at ~~acquisition cost and depreciated using~~ the ~~straight-line~~time ~~method over the estimated useful lives~~ of the ~~assets, which is presently five years~~conversion.

~~F-6~~4. EVENTS OF DEFAULT: If one or more of the following described events shall have occurred and be continuing, then this Note shall be in default (each, a "Default"):

Use of Estimates The preparation of financial statements are 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 3. ~~Actual results could differ from those estimates~~1. ~~Fair~~Failure Value of Financial Instruments ASC 820 “Fair Value Measurements and Disclosures define the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company’s financial instruments, which consist of current liabilities, approximate fair values due to ~~the~~Pay ~~short-term maturities of such instruments. Net Loss Per Share~~ The Maker ~~Company~~shall ~~follows~~fail ~~the provisions of ACS 260, “Earnings per Share,” which requires companies with complex capital structures or common stock equivalents~~ to ~~present~~pay ~~both basic and diluted earnings per share (“EPS”) on~~ the ~~face~~Principal ofbalance ~~the income statement. Basic EPS is calculated as income available to common stockholders divided by the weighted average number~~ of ~~common~~this ~~shares~~Note outstanding during the period. Diluted EPS is calculated using the “if converted” method for common stock equivalents. As of March 31, 2009 there were no common stock equivalents outstanding. Reclassifications Certain amounts in the fiscal year 2009 financial statements have been reclassified to conform to the 2010 fiscal year presentation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2010, cash and cash equivalents include cash on hand and cash in the bank. Recent Accounting Pronouncements Recent accounting pronouncements that the Company has adopted or that it will be required to adopt in the future are summarized below. Accounting Standards Codification and the Hierarchy of ~~Generally~~Interest Accepted Accounting Principles In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in on this ~~Update~~Note ~~are effective for interim and annual periods ending~~ on or ~~after~~within ~~December~~five 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on our financial statements; however, it may affect any future stock distributions. In January 2010, the FASB issued Accounting Standards Update No. 2010-06 applicable to FASB ASC 820-10, Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (~~Level 3~~5). ~~Additionally,~~days the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after ~~December 15, 2009 except for~~ the ~~disclosures~~date ~~about~~upon ~~purchases, sales, issuances and settlements in the Level 3 reconciliation,~~ which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard did not impact the Company’s results of operations, cash flows or financial positions. In January 2010, the FASB has published ASU 2010-05 “Compensation – Stock Compensation (Topic 718) - Escrowed Share Arrangements and the Presumption of Compensation. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such ~~distributions~~payment becomes is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on our financial statementsdue; however, it may affect any future stock distributions. Revenue Recognition The Company follows 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 is recognized at the time that the services are provided. Revenue from sales of radios and other related equipment is recognized at the date of delivery to the customer and when collection is reasonably assured. Revenue from consulting services is recognized at the time that the services are provided.or

F 3.2. Bankruptcy The Maker shall be adjudicated as bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Maker shall apply for or consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Maker and such appointment shall continue un-7discharged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain un-dismissed for a period of sixty (60) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Maker and such judgment, writ, or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy.

~~NOTE~~5. 3DEFAULT –REMEDIES: ~~PROPERTY~~Upon ~~AND~~the ~~EQUIPMENT~~occurrence ~~Depreciation~~of ~~expense~~a ~~was $50~~Default,~~389~~ the ~~and~~entire ~~$52~~unpaid Principal,~~291~~ ~~for~~together ~~the~~with ~~years~~accrued ~~ended~~and ~~March~~unpaid 31Interest, ~~2010~~shall be forthwith due and ~~2009~~payable without notice or demand.

	2010		2009
Communications equipment	$	200,000	$	200,000
Office and computer equipment		61,456		61,456
		261,456		261,456
Less accumulated depreciation		170,596		120,207
Property and equipment, net	$	90,860	$	141,249

6. PREPAYMENT: This Note may be prepaid in whole or in part without penalty.

F7. WAIVER OF NOTICE, ETC: The Maker waives demand, presentment, protest, dishonor and notice of maturity, non-8payment or protest and all other requirements to hold the Maker liable.

~~CX2 TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS As of March 31. 2010 and 2009~~35

NOTE 4 – USE OF 220 MHz LICENSES AND EQUIPMENT On March 5, 2006, the Company agreed to purchase certain 220 MHz FCC licenses and related hardware and software for the initial planned operation of such licenses in certain geographical areas of Florida, Illinois, Michigan and Texas from a third party owner of such assets, Biz8.~~com~~ ~~U.S.A.,~~BUSINESS ~~Inc.~~DAYS: ~~(“Biz.com”).~~If ~~As part of this transaction the Company issued 5,000,000 shares of Common Stock with~~ a ~~fair~~payment ~~value~~ of ~~$5,000,000~~Principal ~~(based~~or Interest on athis ~~recent~~Note ~~cash~~becomes ~~offering~~due ~~price) to Biz.com. Due to certain security covenants placed~~ on the sale of these licenses, Biz.com was unable to conclude the sale to the Company, and therefore, the CX2 no longer had the rights to use nor sell the airtime associated from the failure in ascertaining the 220 MHz license from Biz.com. On March 6, 2006, the Company executed a ~~ten year 200-220 MHz Airtime Agreement~~Saturday, ~~which~~Sunday ~~was~~or ~~subsequently~~other ~~amended~~legal ~~effective~~holiday ~~March 19, 2007 (as amended, the “Air Time Agreement”), for the non-exclusive use of five hundred million minutes~~ on ~~all of the Biz.com FCC licenses. The Air Time Agreement required payment by CX2 of a monthly user fee of $4,000,~~ which state ~~was~~or ~~subsequently~~federal ~~eliminated~~banks ~~when the Air Time Agreement was amended~~ in ~~March 2007, and also provided for~~ the ~~retention~~State of ~~the~~Florida 5are ~~million previously issued shares by Biz.com. On February 26~~closed, ~~2007,~~then ~~CX2 and Biz.com entered into a Licensing Agreement & Asset Sale (~~the ~~“Licensing~~due ~~Agreement”),~~date shall ~~pursuant~~be toextended ~~which CX2 acquired from Biz.com a non-exclusive license~~ to ~~its wireless digital data intellectual property for cash payments and 1,500,000 shares of common stock, which were not issued. This license granted~~ the ~~Company~~next ~~the~~succeeding ~~right~~business ~~to use Biz~~day.com proprietary technologies without restriction, including rights to further develop the existing technology or new technology, which new development would be owned by CX2. In addition, CX2 bought from Biz.com all of its digital base station equipment and associated assets both deployed on the Chicago network and in inventory. The inventory included all digital base stations, RRM boards and connective cabling, combiners, racks, antennas, maintenance equipment, lab equipment, and office equipment, at the Company’s Burr Ridge offices in Illinois, together with any such equipment in any Biz.com storage facility in Illinois. NOTE 5 – NOTES PAYABLE-RELATED PARTIES Debt due to related parties as of March 31, 2010 and 2009 consists of the following:

	2010			2009
Unsecured note to a related party, payable in monthly installments of $25,000. Interest at 5% per annum and maturity		391,106			391,106
Unsecured notes payable to GEO Command, Inc. are non- interest bearing, due on demand and do not follow any specific repayment terms.		104,681			33,073
Unsecured notes payable to Officer are non-interest bearing, due on demand and do not follow any specific repayment terms.		96,260			92,000
Unsecured notes payable to third party are non-interest bearing, due on demand and do not follow any repayment terms.			10,000		10,000
		602,047			526,179
Less current portion of long term notes payable		602,047			526,179
Total		$ -			$ -

~~During~~11. ~~the~~GOVERNING ~~year~~LAW: ~~ended~~This ~~March~~Note ~~31,~~shall ~~2010~~be construed, interpreted, ~~related~~enforced ~~parties~~and ~~loaned~~governed by and in accordance with the ~~Company~~laws ~~$84,365~~of ~~for~~the State ~~working~~of ~~capital~~Florida ~~purposes.~~(excluding ~~These~~the ~~loans~~principles ~~are~~thereof ~~unsecured~~governing conflicts of law), with ~~due~~exclusive onjurisdiction ~~demand~~and venue in the federal and ~~bear~~state nocourts ~~interest~~of Palm Beach County, Florida.

~~F-9~~HOLDER: THE MAKER: OTC CAPITAL PARTNERS, LLC Green Equity Holdings, Inc. By: By: Name: Adi Elfenbein Name: Raimundo Dias Title: Managing Member Title: President

~~CX2~~NEITHER ~~TECHNOLOGIES~~THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~INC~~AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY ~~NOTES~~MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO ~~FINANCIAL~~THE ~~STATEMENTS~~SECURITIES AsUNDER ofSUCH ACT ~~March~~AND ~~31.~~APPLICABLE ~~2010~~LAWS ~~and~~OR ~~2009~~SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

~~NOTE~~CONVERTIBLE 6–PROMISSORY STOCKHOLDERS’ EQUITY Common Stock As of March 31, 2010 the Company has 1,000,000,000 shares of common stock authorized; and 27,483,210 issued and outstanding: par value $.001. Each share of common stock contains the right to one vote or a proxy which is the right to assign one’s vote. Therefore, every shareholder of common stock is entitled to one vote or the right to a proxy for each share of common stock held. On February 2, 2010 the Company issued 4,925,750 common to certain consultants for services rendered. The Company recognized an expense of $49,259 in the accompanying statement of operations for the year ending March 31, 2010, valued at $.01 per share totaling 49,259. The $0.01 per share was the closing market price on February 2, 2010. Preferred Stock The Company has 5,000,000 shares of $0.001 par value preferred stock authorized with such preferences as the Board of Directors may designate. Private Placements of Common Stock The Company previously offered, through its private placement memorandum dated March 6, 2006 and as amended on September 27, 2006 (the “PPM”), up to a maximum of 5,000,000 shares of its common stock par value $.001 per share, at a price of $1.00 per share for total gross offering proceeds of up to $5,000,000. The PPM was terminated in June of 2008. NOTE 9 – COMMITMENTS AND CONTINGENCIES Operating Lease Obligations In April 2006, the Company entered into a 60-month operating lease for office space with Wool Bright Professional Office Plaza in Boynton Beach, Florida beginning June 1, 2006 for $4,459 per month, exclusive of recurring utility expenses. The Company vacated this office space in February 2008 and the landlord obtained a $226,562 default judgment and accrued interest which has been included in these financial statements. Collection is pending. Recorded interest and rent expense for the years then ended March 31, 2010 and 2009 was $19,556 and $14,379, respectively. On March 24, 2008, the Company entered into an Agreement with ESP Wireless Technology Group, Inc. whereby CX2 agreed to make a onetime payment of $9,787 in exchange for access to the Sears Tower network site and static IP address used to control the CX2 transmitter located at the Sears Tower. In addition, CX2 will pay ESP a monthly payment of $939 for site rent at Sears Tower and the static IP address. GEO Command and CX2 Technologies were to share revenues from the sales of CX2 data modems. Airtime rent expense for the years then ended March 31, 2010 and 2009 was $0 and $6,016, respectively. Since the write-off of obsolete inventories, the Company forfeited its rights to the EPS contract with Wireless Technology and assigned them over to GEO Command, Inc, and discontinued it operations in selling its modems. NOTE 7 – RELATED PARTY TRANSACTIONS Biz.com USA, Inc. (“Biz.com”) was a major stockholder of the Company. The 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 has another non-exclusive license agreement with Biz.com which provides for rights to use certain wireless digital data intellectual property, including rights to further develop the existing technology or new technology, which new development would be owned by the Company. The Company owes Biz.com approximately $391,106 as of March 31, 2010. In late 2008, the Company learned that Biz.com had lost ownership of its FCC licenses and thus the Company does not believe it continues to have any rights to use minutes or other rights granted to it under its agreements with Biz.com. (See Exhibit I attached hereto.)

~~F-10~~$11,000.00 April 18, 2011

~~CX2 TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS As of March 31. 2010 and 2009~~36

~~NOTE~~ FOR 7VALUE –RECEIVED, ~~RELATED~~the sufficiency ~~PARTY~~of ~~TRANSACTIONS~~which (is ~~Continued)~~hereby ~~On June 2~~acknowledged, ~~2008,~~ the ~~Company~~undersigned, ~~evaluated~~GREEN ~~the~~EQUITY HOLDINGS, ~~conversion~~INC., ofa ~~promissory~~Nevada ~~notes~~corporation ~~and~~(the ~~related~~"Maker"), ~~accrued~~promises ~~interest~~to ~~payable~~ pay to athe ~~related~~order ~~party in accordance with ASC 470-50-40 (Paragraphs 20~~ of ~~APB~~OTC ~~26)~~CAPITAL ~~“Debt-Modifications~~PARTNERS, ~~and~~LLC ~~Extinguishments~~or –its ~~Derecognized”~~successors ~~and~~or ~~recorded~~assigns (the ~~and aggregate $467~~"Holder"),~~710~~ ~~gain representing~~ the ~~value~~principal sum of ~~the~~in ~~extinguished~~immediately ~~debt.~~available ~~Since~~funds, the total ~~gain~~principal ~~from~~sum ~~forgiven~~of ~~debt~~ELEVEN ~~was~~THOUSAND ~~from~~DOLLARS ~~transactions~~AND ~~with~~ZERO ~~related parties, the~~ CENTS ($~~467~~11,~~710~~000.00), ~~was~~in ~~recorded~~accordance towith ~~additional~~the ~~paid-in-capital~~terms asof athis ~~component~~Demand ofConvertible Promissory ~~Stockholders’~~Note ~~Equity~~(this “Note”).

~~NOTE~~1. 8DEMAND –LOAN. ~~INCOME~~At ~~TAXES~~such ~~The~~times ~~Company~~as ~~utilizes~~ the ~~liability~~Company ~~method~~and ofHolder shall ~~accounting~~agree, ~~for~~and ~~income~~in ~~taxes~~amounts as ~~set~~the ~~forth~~Company inand ~~ASC~~Holder ~~740~~shall agree, ~~“Accounting~~Holder ~~for~~will loan ~~Income~~the ~~Taxes~~Company $32,797.”60 ~~Under~~for ~~the~~its ~~liability~~operational ~~method,~~needs. ~~deferred~~Each ~~taxes~~such ~~are~~loan ~~determined~~by ~~based~~the Holder onto the ~~differences~~Company ~~between~~shall ~~the~~be ~~financial~~referred ~~statement~~to ~~and~~as ~~tax~~a ~~basis~~“Loan Advance.” The date and amount of ~~assets~~each Loan Advance, and ~~liabilities~~the ~~using~~total ~~enacted~~of ~~tax~~all ~~rates~~Loan inAdvances, ~~effect~~will inbe recorded ~~the~~and ~~years~~updated inon Exhibit A, which ~~the~~is ~~differences~~attached ~~are~~hereto ~~expected~~and incorporated toherein ~~reverse.~~with ~~Income~~the ~~tax~~first ~~expense~~advance ~~for~~(s), ~~the~~in ~~years~~an ~~ended~~initial ~~March~~amounts 31to be determined, ~~2010~~scheduled ~~and~~to ~~2009~~be ~~are~~made ~~summarized~~on asor ~~follows:~~before December 31st , 2010.

2010	Current		Deferred		Total
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
2009	Current		Deferred		Total
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—

~~Income~~3. ~~tax~~CONVERSION: ~~expense~~Beginning ~~for~~ninety ~~the~~(90) ~~years~~days ~~ended~~after ~~March~~the ~~31,~~date set ~~2010~~forth above and ~~2009~~continuing ~~computed~~until ~~using~~ the ~~enacted~~Convertible ~~U.S.~~Promissory ~~Federal~~Note ~~corporate~~(“the Note”) ~~income~~has ~~tax~~been ~~rate~~paid ofin ~~34%~~full, isHolder ~~equal~~has the right to convert all amounts then due under the ~~AMT~~Note at a conversion rate ~~before~~to ~~any~~be ~~income~~determined ~~tax~~by ~~credits,~~the asCompany aand ~~result~~the Holder based upon market conditions at the time of the ~~following~~conversion.

	2010		2009
Expected income tax expense (benefit) from operations	$	(71,400)	$	(214,418	)
Permanent differences		—		—
Valuation allowance		71,400		214,418
Total	$	—	$	—

4. EVENTS OF DEFAULT: If one or more of the following described events shall have occurred and be continuing, then this Note shall be in default (each, a "Default"):

3.1. Failure to Pay The Maker ~~effects~~shall offail ~~the~~to ~~temporary~~pay ~~differences~~the ~~that~~Principal ~~gave~~balance ~~rise~~of tothis ~~significant~~Note ~~portions~~or of ~~deferred~~Interest ~~tax~~on this ~~assets~~Note ~~and~~on ~~liabilities~~or atwithin ~~March~~five ~~31,~~(5) ~~2010~~days ~~and~~after ~~2009~~the ~~are~~date asupon ~~follows:~~which such payment becomes due; or

	2010		2009
Deferred tax assets:
Net operating loss carry forwards (benefit)	$	(4,291,573)	$	(4,080,967)
Total gross deferred tax assets		4,291,573		4,080,967
Less valuation allowance		4,291,573		4,080,967
Net deferred tax assets	$	—	$	—

~~F-12~~37

~~NOTE~~5. 9DEFAULT –REMEDIES: ~~INCOME~~Upon ~~TAXES~~the ~~(Continued)~~occurrence ~~The Company has net operating loss carry forwards~~ of ~~$9,355,763~~a ~~and $10~~Default,~~275,178~~ the asentire ofunpaid ~~March 31~~Principal, ~~2010~~together ~~and~~with ~~2009,~~accrued ~~respectively.~~and ~~These~~unpaid ~~carry forwards begin to expire in 2025. The valuation allowance at March 31~~Interest, ~~2009~~shall ~~was~~be forthwith ~~$4,291,573.~~due ~~The net change in the valuation allowance for the year ended March 31, 2010~~ and ~~2009~~payable ~~increased~~without bynotice ~~$210,606~~or ~~and $214,418, respectively~~demand.

~~NOTE 10 – SUBSEQUENT EVENTS On April 29, 2010, the company entered into a Stock Purchase Agreement with Fusion Capital Investments Corp~~6., inPREPAYMENT: ~~which~~This ~~the~~Note ~~Company~~may agreed to sell, via a new issuance of stock, an aggregate of the majority of the issued and outstanding shares of the common stock, $0.001 par value per share, of the Company consisting of not less than 51%. The Company will issue a total of 29,000,000 shares for a purchase price of $55,100. On May 4, 2010, the Company received $30,100 cash payment upon the full execution of the stock purchase agreement. The remaining $25,000 will be ~~paid~~prepaid atin ~~the~~whole ~~closing~~or date. On July 1, 2010, pursuant to joint written consent of the Board of Directors and Majority of the Common Stockholders amended the Articles of Incorporation with “the name change” to Green Equity Holdings, Inc. and (1) increased the authorized common stock of the company to 500,000,000; par value .0001 and (2) Authorized the company to issue 50,000,000 shares of preferred stock. The Company is also authorized to designate Series A and B of the preferred stock as outlined in part ~~the~~without ~~amendment~~penalty. ~~The Company had no other material subsequent events to disclose from the balance sheet date to the filing date. The Company evaluated subsequent events through June 1, 2010.~~

F7. WAIVER OF NOTICE, ETC: The Maker waives demand, presentment, protest, dishonor and notice of maturity, non-13payment or protest and all other requirements to hold the Maker liable.

12. GOVERNING LAW: This Note shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principles thereof governing conflicts of law), with exclusive jurisdiction and venue in the federal and state courts of Palm Beach County, Florida.

HOLDER:		THE MAKER:

OTC CAPITAL PARTNERS, LLC		Green Equity Holdings, Inc.

By:		By:
Name:	Adi Elfenbein	Name:	Raimundo Dias
Title:	Managing Member	Title:	President

Filing Compare · GREEN EQUITY HOLDINGS, INC.