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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______ to _______ Commission File Number 0-52396 CX2 Technologies, 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 (F
ormer name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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 during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o Small reporting company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of June 30, 2010 there were 56,483,210 shares of the registrant's common stock outstanding.
CX2 TECHNOLOGIES, INC.
INDEX
2
&nb sp; |
CONDENSED BALANCE SHEETS
|   ; | June 30, |
|
| March 31, | ||||
|
| 2010 |
|
| 2010 | ||||
|
| (Unaudited) |
|
|
| ||||
ASSETS | |||||||||
|
|
|
|
|
| ||||
CURRENT ASSETS |
|
|
|
|
| ||||
Cash and Cash Equivalents |
| $ | 7,806 |
|
| $ |
| ||
Accounts receivable |
|
| 481 |
|
|
|
| ||
Notes receivable-related party |
|
| 1,245 |
|
|
| &n bsp; 1,245 | ||
Prepaid expenses |
|
| 5,000 |
|
|
| 5,000 | ||
|
|
|
|
|
| &n bsp; |
| ||
TOTAL CURRENT ASSETS |
|
| 14,532 |
|
|
| 6,245 | ||
|
|
|
|
|
|
|
| ||
Property & Equipment, net |
|
| 75,884 |
|
|
| 90,860 | ||
|
|
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ | 90,416 |
|
| $ | 97,105 | ||
|
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||
|
|
|
|
|
|
|
| ||
CURRENT LIABILITIES |
|
|
|
|
|
|
| ||
Accounts payable and accrued expenses |
|
| &nbs p;679,190 |
|
|
| 683,696 | ||
Notes payable - related party |
|
| 391,106 |
|
|
| 391,106 | ||
Notes Payable - Other |
|
| 202,445 |
|
|
| 210,941 | ||
|
|
|
|
|
|
|
| ||
TOTAL LIABILITIES |
|
| 1,272,741 |
|
|
| 1,285,743 | ||
|
|
|
|
|
|
|
| ||
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; 56,483,210 and 27,483,210 shares issued and outstanding at June 30, 2010; and March 31, 2010, respecti vely |
|
| 56,483 |
|
|
| 27,483 | ||
Additional paid-in ca pital |
|
| 8,360,764 |
|
|
| 8,334,664 | ||
Accumulated deficit < /td> |
|
| (9,599,572) | |
|
| (9,550,785) | ||
|
|
|
|
|
|
|
| ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
|
| (1,182,325) | |
|
| (1,188,638) | ||
|
|
|
|
|
|
|
| ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $ | 90,416 |
|
| $ | 97,105 |
See accompanying notes to the condensed financial statements.
F-1
|
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED) For the Three Months Ended June 30, 2010 2009 REVENUES 2,500 Cost of sales -
font> GROSS MARGIN 2,500 OPERATING EXPENSES: Selling, general and administrative 29,120 36,057 Depreciation and amortization 14,976 13,073 TOTAL OPERATING EXPENSES 44,096 49,130 LOSS FROM OPERATIONS (44,096) (46,630) OTHER INCOME (EXPENSE) Interest expense (5160) - Other income 469 - TOTAL OTHER (EXPENSE) (4,691) - NET LOSS (48,787) (46,630) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANIDING-BASIC AND DILUTED 47,460,988 23,553,100 LOSS PER COMMON SHARES-BASIC AND DILUTED (0.001) (0.002)
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See accompanying notes to the condensed financial statements.
F-2
|
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| For the Three Months Ended | |||||
|
| June 30, | |||||
|
| 2010 |
|
| 2009 | ||
CASH FLOW FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net loss |
| (48,787) |
|
| $ | (46,630) | |
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 14,976 |
|
|
| 13,073 |
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
| (481) |
|
|
| (2,500) |
Accounts payable and accrued expenses |
|
| (4,502) |
|
|
| 30,031 |
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities |
|
| (38,794) |
|
|
| (6,026) |
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Bank overdraft |
|
| &nbs p; - |
|
|
| 13,788 |
Proceeds from sale of common stock |
|
| 55,100 |
|
|
| - |
&nbs p; Proceeds from notes payable related parties |
|
| - |
|
|
| - |
Proceeds from notes payable |
|
| - |
|
|
| - |
Repayment of notes payable - other |
|
| (8,500) |
|
|
| - |
Repayment of notes payable |
|
| - |
|
|
| - |
Net cash provided by financing activities |
|
| 46,600 |
|
|
| 13,788 |
|
|
|
|
|
|
|
|
Net increase in cash |
|
| 7,806 |
|
|
| 7,762 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
| - |
|
|
|   ; 192 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
| $ | 7,806 |
|
| $ | 7,954 |
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
Interest |
| $ | - |
|
| $ | - |
Taxes |
| $ | &nb sp; - |
|
| $ | - |
|
| <
td style=MARGIN-TOP:0px align=right valign=bottom>
|
|
|
|
| |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
Stock issued under terms of Consulting Agreements |
| $ | - |
|
| $ | 1,000 |
Conversion of note payable - related party to equity |
| $ | - |
|
| $ | 1,500 |
See accompanying notes to the condensed financial statements.
F-3
|
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended June 30, 2010
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
CX2 Technologies, Inc. (the Company" or "CX2") was incorporated on May 21, 2002 as Brook-view Institute, Inc., under the laws of the State of Nevada. On November 16, 2005, the Company changed its name to CX 2 Technologies, Inc. On December 6, 2005, the Company filed articles of correction to change the name to CX2 Technologies, Inc. On May 10, 2006, the Company commenced its business operations in the State of Florida.
The Company is engaged in the development, operation and management of 220 MHz digital wireless data communications services. As disclosed in the Company's Form 10-K for the fiscal year ended March 31, 2010, "the Company utilized intellectual property licensed from Biz-com pursuant to an agreement with Biz-com. Biz-com subsequently forfeited their IP to Stillwater Asset Backed Funds. Thus, CX2 no longer believes it has any right to use this IP, and management was 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. CX2 management and consultants attempted to, but were not successful in reconciling with the representatives of Stillwater Asset Backed Funds for the rights to use this intellectual property underlying the technology which was ultimately forfeited by Biz-com
The Company is not currently seeking to acquire 220 MHz licenses and related equipment from other third parties..
NOTE 2 INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements of CX2 Technologies, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Certain information and footnote disclosures, no rmally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 2010 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements and the results of its operations for the interim period ended June 30, 2010, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.
NOTE 3 GOING CONCERN
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a net loss of $48,787 and a negative cash flow from operations of $38,794 during the three months ended June 30, 2010, along with a working capital deficiency of $1,258,209 and a stockholder's deficiency of $1,182,325. These conditions raised substantial doubt about the Company's ability to continue as a going concern. The Company had recurring losses from its operations that began in 2002 and the annual revenues were not sufficient enough to cover the Company's incurred expenses and its obligations as they became due. Before filing for protection from creditors under U.S. Bankruptcy Code Chapter 11; Management has to revise its fu ture business plans and strategies in order to survive the Companys operational existence from bankruptcy either by restructuring it financially through arrangements of additional equity and debt financing or entering into merger and acquisition to expand its venture operations.
F-4
|
CX2 TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended June 30, 2010
NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summarizes significant accounting policies to assist the reader in understanding and evaluating the condensed financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America and have been applied consistently in all material respects.
Basis of Accounting
The condensed financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred.
Revenue Recognition
The Company 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 i s 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 services are provided.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
ASC topic 825, Disclosures about Fair Value of Financial Instruments, requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.The carrying values of the Company's financial instruments, which consist of current liabilities approximate fair values due to the short-term maturities of such instruments.
Net Loss Per Share
The Company computed basic and diluted loss per share amounts for June 30, 2010 pursuant to the ASC topic 260, Earnings per Share. Basic EPS is calculated as net income or loss attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the "if converted" method for common stock equivalents. As of June 30, 2010 there were no common stock equivalents outstanding.
Recent Accounting Pronouncements
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.
F-5
|
CX2 TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended Jun e 30, 2010
In January 2010, the FASB has published ASU 2010-01 "Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Casha 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 this Update are effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. Early adoption is permitted. The adoption o f this standard is not expected to have an impact on the Company's financial position and results of operations.
In January 2010, the FASB has published ASU 2010-06 "Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements". ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. 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 retroactive basis. The adoption of this standard is not expected to have a material impact on the Company's financial position and results of operations.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements." ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirements that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance and has been adopted by the Company.
In April 2010, the FASB issued Accounting Standard Update No. 2010-13 Stock Compensation (Topic 718). ASU No.2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustme nt should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The Company currently has no such awards and does not anticipate any material impact on its results of operations as a result of adoption.
Other ASUs not effective until after June 30, 2010 are not expected to have a significant effect on the Company's financial position or results of operations.
F-6
|
CX2 TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended June 30, 2010
NOTE 5 NOTES PAYABLE
Debt due as of June 30, 2010 consists of the following:
|
|
|
|
| ||
Unsecured note payable to Biz.com. This note is interest bearing and has no payment terms. |
| $ | 391,106 | |||
Unsecured note payable to GEO Command, Inc. This note is non-interest bearing and due on demand. | 104,685 | |||||
Notes payable officer is unsecured, non-interest bearing and due on demand. | 96,261 | |||||
Notes payable other is unsecured, non-interest bearing and due on demand. | 1,500 | |||||
Total |
| 202,446 593,452 | ||||
Less current portion of long term notes payable |
|
| (593,452) | |||
Total |
| $ | - | |||
|
|
|
|
NOTE 6 STOCKHOLDERS' EQUITY
Common Stock
The Company has 100,000,000 shares authorized; par value $.001 per share; and 56,483,210 shares issued and outstanding. On April 29, 2010 the Company sold 29,000,000 shares to an accredited investment group known as Fusion Capital investments, Corporation for $55,100.
Preferred Stock
The Company has 5,000,000 shares authorized; par value $0.001. None are issued and outstanding.
Private Placement of Common Stock
The Company has previously offered, through its private placement memorandum dated March 6, 2006, and as amended on September
27, 2006 (the PPM) was to sell the maximum up to 5,000,000 shares of its common stock for a $1.00 per share totaling $5,000,000.
The PPM was terminated in June of 2008. As of June 30, 2010, there were no additional common stock offered through private placem ent memorandums offering stock.
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 resignation as a member of the Board service. There was no disagreement, as defined in 17 CFR 240.3b-7, between the Registrant and Mr. Hahns resignation from the Board of Directors.
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 bee n elected at the next annual meeting of the Registrant's shareholders or until his earlier resignation, removal, or death.
F-7
|
CX2 TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended June 30, 2010
NOTE 7 COMMITMENTS AND CONTINGENCIES
Operating Lease Obligations
In April, 2006, the Company entered into a 60-month operating lease for office space 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 which has been accrued in these financial statements.
NOTE 8 RELATED PARTY TRANSACTIONS
Biz-com USA, Inc. ("Biz-com") is 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 had another non-exclusive license agreement with Biz-com which provided for rights to use certain wireless digital data intellectual property, including rights to further develop the existing technology or new technology, which new development would be owned by the Company. The Company owes Biz-com approximately $391,106 as of June 30, 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.
NOTE 9 CONCENTRATION OF CREDIT RISKS
Customers
For the three months ended June 30, 2010, one customer accounted for all of the Company's sales. The Company purchases its radios primarily from one vendor, which accounted for all of the Company's product purchases during that period. As such, the Company believes that it has a concentration of credit risk with respect to its receivables because of the limited customer base.
NOTE 10 SUBSEQUENT EVENT i>
On July 1, 2010, pursuant to joint written consent of the Board of Directors and Majority of the Common Stockholders, the Company amended its Articles of Incorporation to change its name to Green Equity Holdings, Inc. and (1) increase the authorized common stock of the company to 500,000,000; par value $0.0001 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 the amendment.
F-8
  ; |
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following is a discussion and analysis of our financial condition and results of operations for the three and six month ended June 30, 2010 and significant factors that could affect our prospective financial condition and results of operations. You should read this discussion in conjunction with our financial statements and notes contained in our Form 10-K for the fiscal year ended March 31, 2010. Historical results may not be indicative of future performance.
Caution Regarding Forward-Looking Information
All statements contained in this Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under "Risk Factors" in Item 1A of Part II below and in the "Risk Factors" section of our Form 10-K for the fiscal year ended March 31, 2010 that may cause actual results to differ materially.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking st atements 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
Until December 31, 2008, CX2 Technologies, Inc. was engaged in the development and sale of its 220 MHz digital wireless data communications technologies and related services.
The Company previously marketed CX2 branded data technology and services for use by various commercial/industrial applications and the Homeland Security/Public Safety sector. Due to advances in 220 MHz technology and equipment and the lower costs generally associated with lower frequency band usage in comparison to cellular telephone and other wireless comm unications services, management believed a broad spectrum of potential commercial and public safety/emergency disaster relief end-users may find the Company's services advantageous and desirable, which could result in fee-based subscribership and/or high margin technology sales.
As the intellectual property underlying the CX2 branded technology was licensed from a major share holder and this intellectual property was forfeited by this licensor shareholder to one of its creditors, the Company lost its ability to continue developing and marketing its products and services. As a result, the Company now has no operations and is seeking to acquire or merge with a revenue producing company as a possible way to preserve some shareholder value. However, there can be no assurance that this will occur.
We have a working capital shortage and must continue to seek and secure s ignificant 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.
3
  ; |
We have no financing sources in place and no assurances can be given as to the availability of any financing, or if available, the terms thereof. We will require additional capital within the next month to continue our operations, the failure of which to obtain could materially adversely affect the Company and its business.
The Company has limited assets and capital. For our fiscal years ended March 31, 2009, we had a net loss of $565,001, and for the twelve months ended March 31, 2010, we had a net loss of $210,606.
Results of Operations
Three months ended June 30, 2010 compared to the three months ended June 30 , 2009
Revenues: Revenues from operations for the three months ended June 30, 2010 of $0 reflected a decrease of $2,500 from the three months ended June 30, 2009 revenues of $2,500, as the Company discontinued selling equipment and providing consulting services primarily for base stations. We had minimal revenues in both quarters as we had largely ceased marketing our products and services.
Operating Expenses: Operating expenses reflected a decrease of $5,034 when comparing $44,096 for the three months ended June 30, 2010, with $49,130 for the three months ended June 30, 2009, as a result of a decrease in marketing and investor relations costs.
Net Loss: The Company's net loss was approxi mately$49,000for the three months ended June 30, 2010, as compared to a net loss of approximately $47,000 for the three months ended June 30, 2009.
Liquidity and Capital Resources
Our condensed financial statements appearing elsewhere in this report have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Management realizes that we must generate capital and revenue resources to enable us to achieve profitable operations. To the extent that we are unable to obtain additional working capital from operations and/ or other sources as required or otherwise desired, our condensed financial statements will be materially affected and we may be forced to curtail our operations.
We were in a working capital shortage at the fiscal year end of March 31, 2010 and at June 30, 2010, and cash flow from operations is insufficient to sustain our operations as of the date of this filing. As of the date of this filing, the Company still requires additional financing to sustain operations until a new source of potential revenue can be located. No assurances are given that we will be successful in obtaining additional needed capital. Our inability to secure such additional capital will materially 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 month.
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At June 30, 2010, we had stockholders' deficit of $1,182,325 total assets of $90,416 and total current liabilities of $1,272,741. For the three months ended June 30, 2010, we have recognized income of $469 and for the three months ended June 30, 2010 we used cash in operations of $38,794. 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 working capital and general corporate purposes and acquisition and licensing costs in furtherance of our business plan. 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 shareholders.
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 any 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 4 of the Notes to the Condensed financial statements, includes a summary of the significant accounting policies and methods used in the preparation of our Condensed financial statements. We consider the following accounting policies and methods to be the most important 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.
Revenue Recognition
Revenue from users of network services is recognized at the time services are provided. Revenue from sales of radios and other related equipment is recognized at the date of delivery to the customer and collection is reasonably assured. Revenue from consulting services is recognized at the time that the services are provided.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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As a smaller reporting company, the Company is not required to provide Part I, Item 3 disclosure in this Quarterly Report.
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ITEM 4T CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.
As of June 30, 2010, an evaluation was performed under the supervision and with the participation of our management, including our chief executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our chief executive and principal financial officer concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, except that the Company increased its internal controls around the issuance and recording of common stock sales.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.
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OTHER INFORMATION
There have been no material changes to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
During the quarter ended December 31, 2009, the Company entered into two promissory notes in favor of GEO Command, Inc., a consultant to the Company both are dated December 31, 2009 (1) in the principal amount of $5,543 and (2) in the principal amount of $2,811. The proceeds of the notes were used by the Company for working capital. The notes are due on demand and do not bear interest.
In addition, the Company entered into an amended promissory note in favor of GEO Command, Inc. dated March 31, 2009 in the principal amount of $33,073.88. This note is due on demand and does not bear interest.
ITEM 6 Exhibits and Reports on Form 8-K.
(a) | Exhibits: |
31 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Principal Financial Officer |
32 | |
(b) | Reports on Form 8-K: |
5.02 | On June 30, 2010, Lester Hahn, sole director, President and CEO of CX2 Technologies, Inc. (the Company), resigned from all positions held with the Company, including resigning from Board service. There were no disagreements as defined 17 CFR 240.3b-7, between the Registrant and Mr. Hahns 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 serv e as a director until his successor has been elected at the next annual meeting of the Registrants shareholders or until his earlier resignation, removal, or death, and Mr. Dias has not been appointed to any committees of the Board as the Board does not presently have any committees. Raimundo Dias, age 39, has over 16 years of experience in the financial markets. He is also the President of Fusion Capital Investments Corporation, a private company specializing in business development and in 1993 an Associates Degree in Business Management from a prestigious Catholic University where he has also elected to the board; Organization of Latin American Studies (OLAS). Mr. Dias does not have any employment agreement or oth er 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 Companys name to Green Equity Holdings, Inc. (The Name Change). The name change has been made affective on or about August 16, 2010. |
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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: September 24, 2010 & nbsp; | CX2 Technologies, Inc. |
| (Registrant) |
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| By: /s/ Raimundo Dias |
| Raimundo Dias, Chief Executive Officer, Principal Executive, |
| Financial and Accounting Officer |
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PROMISSORY NOTE
$33,073.58 | March 31, 2009 |
FOR VALUE RECEIVED , the sufficiency of which is hereby acknowledged, the undersigned, CX2 Technologies, Inc. , a Nevada corporation (the " Maker "), promises to pay to the order of GEO Command, Inc. (the " H older "), the principal sum of THIRTY-THREE THOUSAND AND SEVENTY-THREE and FIFTY-EIGHT/100 DOLLARS ($33,073.88) (the " Principal "), without interest except as hereinafter set forth.
1. 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.
2. 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"):
2.1. & nbsp; 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
2.2. 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, arra ngement, 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.
3. 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.
4. PREPAYMENT: This Note may be prepaid in whole or in part without penalty.
5. 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.
6. 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.
7. AMENDMENT; WAIVER: This Note may not be ame nded, 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.
8. 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.
| THE MAKER: | |
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| CX2 Technologies, Inc. | |
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| By: | /s/ Michael Rand |
| Name: Michael Rand | |
| Title: President |
&nbs p;
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PROMISSORY NOTE
$1,784.80 | November 25, 2009 |
FOR VALUE RECEIVED , the sufficiency of which is hereby acknowledged, the undersigned, CX2 Technologies, Inc. , a Nevada corporation (the " Maker "), promises to pay to the order of GEO Command, Inc. (the " Holder "), the principal sum of ONE THOUSAND SEVEN HUNDRED EIGHTY-FOUR and EIGHTY/100 DOLLARS ( $1,784.80 ) (the " Principal "), without interest at the rate of 8% per annum hereinafter set forth.
1. 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.
2. 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"):
2.1. 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
2.2. 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, insolve ncy, 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.
3. 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.
4.   ; PREPAYMENT: This Note may be prepaid in whole or in part without penalty.
5. 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.
6. 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.
7. 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.
8. 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.
&nb sp; | THE MAKER: | |
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| CX2 Technologies, Inc. | |
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| By: | /s/ Michael Rand |
| Name: Michael Rand | |
| Title: President |
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PROMISSORY NOTE
$ 6,569.06 | November 30, 2009 |
FOR VALUE RECEIVED , the sufficiency of which is hereby acknowledged, the undersigned, CX2 Technologies, Inc. , a Nevada corporation (the " Maker "), promises to pay to the order of GEO Command, Inc. ( the " Holder "), the principal sum of SIX THOUSAND FIVE-HUNDRED AND SIXTY-NINE and SIX/100 DOLLARS ($6,569.06) (the " Principal "), without interest except as hereinafter set forth.
1. 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.
2. 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"):
2.1. 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
2.2. 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, arrangem ent, 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.
3. 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.
4. &nbs p; PREPAYMENT: This Note may be prepaid in whole or in part without penalty.
5. 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.
6. 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.
7. 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.
8. 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.
| THE MAKER: | |
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| CX2 Technologies, Inc. | |
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| By: | /s/ Michael Rand |
| Name: Michael Rand | |
| Title: President |
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CERTIFICATION
I, Lester Hahn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CX2 Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the condensed financial statements, and other fina ncial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within th ose entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are re asonably likely to adversely affect the registrant 's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 24, 2010
| /s/ Raimundo Dias |
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| Raimundo Dias | |
| Chief Executive and Chief Financial Officer |
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&nb sp; |
CERTIFICATION PURSUANT TO 18 U.S.C. §1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CX2 Technologies., Inc. (the "Company") on Form 10-Q for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lester Hahn, Chief Executive Officer, President, and Principal Executive, Financial and Accounting Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of and for the period covered by the Report.
Date: September 24, 2010
| < p style="MARGIN:0px; PADDING-RIGHT:1px" align=left>/s/ Raimundo Dias | |
| Raimundo Dias, Chief Executive Officer, President, Principal Executive, Financial and Accounting Officer |
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