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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 8, 20, 2012

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

Nevada	000-52396	20-2889663
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

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

(954) 573-1709
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On March 820, 2012, Green Equity Holdings, Inc., ~~entered~~(the ~~into a~~“Company”) cancelled the Letter of Intent executed on March 8, 2012, with pH Pharmaceutical, Inc., (“pH”) a Wyoming Corporation, wherein Green Equity Holdings, Inc. ~~has~~was ~~agreed~~ to acquire pH Pharmaceuticals, Inc. in a share exchange. ~~wherein~~The Form pH8-K ~~Pharmaceutical~~filed ~~will~~with ~~exchange~~the ~~100%~~Securities ofand ~~its issued~~Exchange ~~and~~Commission ~~outstanding~~on ~~shares~~March 9, on2012 (File aNumber 1000-52396) ~~for~~contains 1the ~~basis~~Letter ~~with~~of ~~Green~~Intent ~~Equity~~and ~~Holdings,~~is incorporated herein ~~Inc~~by reference., ~~Simultaneously~~The ~~with~~Company is cancelling the ~~exchange~~Letter of ~~shares~~Intent ~~contemplated~~based ~~herein,~~on ~~additional~~further ~~shares~~review of ~~common~~the ~~stock~~business of ~~GEH~~pH ~~shall~~and bebelieves ~~reserved~~the ~~for~~Company ~~issuance~~would inbe ~~connection~~better ~~with~~served pursuing another type of business. The termination of the ~~conversion~~Letter of ~~debt~~Intent releases toboth ~~equity~~parties of ~~GEH,~~all ~~said~~obligations ~~conversion~~under ~~taking~~the ~~place~~Letter ~~before closing~~of Intent.

pH Pharmaceutical, Inc., was formed in 2008 to develop and commercialize the licensed patented safe acid technology, low pH compositions, known as pHL 100® and pHL 104® (US patent # 5,512,200). The Safe Acid™, pHL 100® and pHL 104® are licensed from Phtope, LLC. pH Pharmaceutical has contracts for the exclusive, perpetual patented rights to the cosmetic applications of the pHL 100® technology throughout the world. pH’s initial products are focused on the skin care market specifically in the treatment of skin problems and plans to expand into hair care. pH has received FDA over the counter approval for a number of formulated products used in the treatment of acne, skin care, hair care and anti-fungal products.SIGNATURES

~~(c)~~Pursuant ~~Exhibits~~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 hereunto duly authorized.

Exhibit No.	Description
	GREEN EQUITY HOLDINGS, INC.
10.1	Letter of Intent entered into by and between Green Equity Holdings, Inc. And pH Pharmaceutical, Inc. dated March 8, 2012.
Dated: March 21, 2012	By:	/s/Raimundo Dias
		Raimundo Dias
		Title: President

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 hereunto duly authorized.

GREEN EQUITY HOLDINGS, INC.

Dated: March 9, 2012	By: /s/Raimundo Dias
	Raimundo Dias
	Title: President

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