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 three month period ended June 30, 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
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
[X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (of for such shorter period that the
registrant was required to submit and post such files).
Yes
[X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
[ ] Accelerated filer
[ ] Non-accelerated filer [ ] Small reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
[ ] No [X]
As of June 30, 2011, there were 79,722,210 shares of the registrant's common stock outstanding.
GREEN EQUITY HOLDINGS, INC.
INDEX
ACCOUNTANT'S REVIEW REPORT
TO THE STOCKHOLDERS
GREEN EQUITY HOLDINGS, INC.
DEERFIELD
BEACH, FLORIDA
We have reviewed the accompanying balance sheets of Green Equity Holdings, Inc. (the "Company") for the quarter ending June 30, 2011, and the related statements of operations and cash flows for the period then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Green Equity Holdings, Inc.
A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.
Labrozzi & Co., PA
Miami, FL
February 27, 2012
F-1
GREEN EQUITY HOLDINGS, INC.
BALANCE SHEETS
| June 30, | March 31, | |||||
| 2011 | 2011 | |||||
| ASSETS | ||||||
| Cash | $ | 1,642 | $ | 533 | ||
| Total Current Assets | 1,642 | 533 | ||||
| Non-current assets | ||||||
| Equipment, net of accumulated depreciation | - | - | ||||
| Intangible assets, net of accumulated amortization | 3,750 | 4,000 | ||||
| Total non-current assets | 3,750 | 4,000 | ||||
| TOTAL ASSETS | $ | 5,392 | $ | 4,533 | ||
| LIABILITIES AND DEFICIENCY IN ASSETS | ||||||
| Accounts payable and accrued expenses | $ | 6,000 | $ | 6,000 | ||
| Derivative liability | 15,000 | |||||
| Convertible note payable - related party | 32,948 | 32,948 | ||||
| Convertible notes payable | 663,256 | 641,257 | ||||
| Total liabilities | 702,204 | 695,205 | ||||
| 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: 79,722,210 and 75,222,210 shares issued and outstanding as of June 30, 2011 and March 31, 2011, respectively |
7,972 | 7,522 | ||||
| Additional Paid-In Capital | 8,903,717 | 8,859,167 | ||||
| Accumulated Deficit | (9,608,501 | ) | (9,557,361 | ) | ||
| Total deficiency in assets | (696,812 | ) | (690,672 | ) | ||
| TOTAL LIABILITIES AND DEFICIENCY IN ASSETS | $ | 5,392 | $ | 4,533 |
F-2
See accompanying notes to the condensed unaudited financial statements
GREEN EQUITY HOLDINGS, INC.
STATEMENTS OF
OPERATIONS
| For the Three Months Ended | For the Three Months Ended | |||||
| June 30, | June 30, | |||||
| Expenses | ||||||
| General and Administrative | $ | 23,890 | $ | 35,430 | ||
| Depreciation and amortization | 250 | 15,226 | ||||
| Total Expenses | 24,140 | 50,656 | ||||
| Net loss before other income (expenses): | (24,140 | ) | (50,656 | ) | ||
| Other income (expenses): | ||||||
| Other income | 469 | |||||
| Loss on conversion of notes payable | (27,000 | ) | - | |||
| Interest expense | (60,284 | ) | ||||
| Total other income (expenses) | (27,000 | ) | (59,815 | ) | ||
| Net loss before provision for income taxes | (51,140 | ) | (110,471 | ) | ||
| Provision for income taxes | - | - | ||||
| Net loss | $ | (51,140 | ) | $ | (110,471 | ) |
| Basic and Diluted Profit per Share | $ | (0.00 | ) | $ | (0.00 | ) |
| Basic and Diluted Weighted Average Number of Shares Outstanding | 78,722,210 | 37,139,627 |
F-3
See accompanying notes to the condensed unaudited financial statements.
GREEN EQUITY HOLDINGS, INC.
STATEMENTS OF CASH
FLOWS
| June 30 | June 30 | |||||
| 2011 | 2010 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net Loss | $ | (51,140 | ) | $ | (110,471 | ) |
| Depreciation expense | 15,226 | |||||
| Amortization expense | 250 | - | ||||
| Adjustments
to reconcile net income to net cash used
in operating activities: |
||||||
| Changes in operating assets and operating liabilities: | ||||||
| Accounts Receivable | (481 | ) | ||||
| Derivative liability | (15,000 | ) | 60,284 | |||
| Accounts payable and accrued expenses | - | (4,484 | ) | |||
| Net cash used in operating activities | (65,890 | ) | (39,926 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Bank overdraft | (19 | ) | ||||
| Proceeds for convertible notes purchased | 25,000 | 1,151 | ||||
| Payments on convertible notes - other | (3,000 | ) | (8,500 | ) | ||
| Sale of common stock | 450 | 29,000 | ||||
| Additional paid in capital | 44,550 | 26,100 | ||||
| Net cash provided by financing activities | 67,000 | 47,732 | ||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,110 | 7,806 | ||||
| CASH BEGINNING OF PERIOD | 533 | - | ||||
| CASH END OF PERIOD | $ | 1,642 | $ | 7,806 |
F-4
See accompanying notes to the condensed unaudited financial statements.
| GREEN EQUITY HOLDINGS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| For the Three Months Ended June 30, 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 previously 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 operation.
For the first quarter ended, the Company has completed winding-up its discontinued operations known as the CX2 Technologies, Inc.
Effective March 30, 2011, the Company has entered into a formal letter of intent with Remington Energy of Houston, Texas for the purchase of two oil and gas properties valued in excess of $2,000,000 located in Nueces County, Texas. The terms of the agreement provide for the purchase of two oil and gas leases:
(1) Oil, Gas and Mineral Lease consisting of 250 acres known as the Wilson Lease since January of 1934 proclaimed to S.F. Hurlbut as recorded in Volume 15, Page 608 of the Oil and Gas Lease Records of Nueces County, Texas; and
(2) Oil, Gas and Mineral Lease consisting of 5 acres along the Nueces River that is part of a Gas Pooling Unit since September 1966. The tract is part of 80 acres dated December 1950 conveyed from the State of Texas to F. William Carr as recorded in Volume 116, Page 100 of the Oil and Gas Lease Records of Nueces 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 April 30, 2011 with the failure of Remington Energy of Houston, Texas to provide suitable due diligence regarding the acquisition of the above leases, the transaction was terminated by the Company.
NOTE 2 – QUARTERLY FINANCIAL STATEMENTS
The accompanying quarterly financial statements of Green Equity Holdings, Inc. (the "Company") have been prepared and reviewed pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Such rules require that these quarterly financial statements are prepared in accordance with Generally Accepted Accounting Principles (US GAAP); and review report is in accordance with 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 quarterly reviewed financial statements be read in conjunction with its quarterly review report also included in its filing on Form 10-Q for the quarter then ended June30, 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 quarter then ended as of June 30, 2011.
Method of Accounting
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
F-5
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 net losses of $51,140 and negative cash flows from operations in the amount of $65,890 during three-month quarter ended June 30, 2011, along with a working capital deficiency of $700,562 and a stockholder's deficiency of $696,812. This insolvent condition raises 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.
F-6
NOTE 4 – RE-ORGANIZATION COSTS
During the previous year, 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 three months ended June 30, 2011 was $250.
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.
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 quarter then ended June 30, 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 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.
Loss Per 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.
F-7
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.
NOTE 7 – NOTES PAYABLE
Debt due as of June 30, 2011 consists of the following:
| Unsecured notes payable to Biz.com, USA are non-interest bearing and due on demand | 389,861 | ||
| Unsecured notes payable to Empire, LP are non-interest bearing and due on demand. | 126,185 | ||
| Unsecured notes payable to OTC Capital are non-interest bearing and due on demand. | 143,210 | ||
| Unsecured notes payable to FCI Corp. are non-interest bearing and due on demand. | 32,948 | ||
| Unsecured note payable to Martin Weinstein is interest bearing at 8%. | 4,000 | ||
| Sub-total of long term notes payable | 696,204 | ||
| Less: Current portion of long term notes payable | 696,204 | ||
| Total | 0 |
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 June 30, 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 78,722,210 on June 30, 2011.
As of June 30, 2011 there were no common stock equivalents outstanding, however there were approximately 3,000,000 shares of restricted stock issued and outstanding.
NOTE 9 – STOCKHOLDERS' EQUITY
Common Stock
On July 1, 2010, the Company increased its authorization to issue common stock in the amount of 500,000,000 shares; having a par value of $.0001 per share; and effective March 31, 2011, the Company has increased its authorization to issue common shares in the amount of 950,000,000 at par value $.0001. There were 79,722,210 and 75,222,210 shares issued and outstanding as of June 30, 2011, and March 31, 2011, respectively.
During the quarter ended June 30, 2011, there were 3,000,000 tradable shares of common stock issued for the conversion of $3,000 worth of promissory notes. With the market value of the shares at $30,000 at the time of the conversion, this conversion resulted in an additional $27,000 charge to Other Expense.
F-8
Preferred Stock
On July 1, 2010, the Company increased its authorization to issue preferred shares Series A and B in the amount 50,000,000 shares; having a par value $0.0001. On March 31, 2011, the Company authorized an additional 50,000,000 shares Series C having a par value of $0.0001. None are issued and outstanding.
Private Placement of Common Stock
As of June 30, 2011, there were no private placements for common stocks being offered through private placement memorandums.
NOTE 10 – SUBSEQUENT EVENTS
Subsequent events can be viewed in the Q2 Form 10Q which has been filed concurrent with this Q1 Form 10Q.
NOTE 11 – 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 $27,000 on the conversion of debt valued at $3,000. 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 quarter ended June 30, 2011
| Conversion | Shares | Mkt | Mkt | Debt | Other | |||
| Cert # | No. | Date | Issued | Prices | Value | Converted | (Inc) / Exp | |
| OTC Capital | 1781 | 1 | 4/25/11 | 3,000,000 | $ 0.01 | 30,000 | 3,000 | 27,000 |
F-9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following is a general discussion and analysis of our financial condition and results of operations for the three months ended June 30, 2011 that could have a significant effect on reporting financial statements in the future.
Cautionary Note 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, 2011 that may cause actual results to differ materially.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
Results of Operations:
Three Months ended June 30, 2011 compared to three months ended June 30, 2010.
Revenues: Revenues from operations for the three months ended June 30, 2011 and the three months ended June 30, 2010 were none.
Operating Expenses: Operating and Other expenses for the three months ended were $51,140 compared to $110,470 for the three months ended June 30, 2010, due to reduced costs of financial related services, corporate legal work and depreciation.
Net Loss: With no revenues during the period, the Company's net loss from operations was $51,140 for the quarter ended June 30, 2010.
Liquidity and Capital Resources
Our financial statements and condensed financial statements information appearing elsewhere in this report have been prepared with the assumption the Company will to continue to operate on a going concern basis. However, 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 intended business will be materially affected and we may be forced to curtail our operations.
3
The Company is in a working capital shortage at the quarter ending June 30, 2011; cash flow from operations is insufficient to sustain operations as of the date of this filing. As of the date of this filing, the Company still requires additional financing to sustain operations until new sources of financing are invested and revenues are earned. No assurances are given that we will be successful in obtaining the additional capital needed. The inability to secure such additional financing will materially and adversely affect the Company and its operations. We believe our current cash position after funding and anticipated receipt of revenues will enable us to sustain current operations for up to approximately another three-month quarter.
At June 30, 2011, we had stockholders' deficit of $9,608,501; total assets of $5,392 and total current liabilities of $702,204. For the three months ended June 30, 2011, we have recognized a net loss from operations in the amount of $51,140. There is no income or loss to report at this time from discontinued operations until we further recognize the issuance of the additional shares in order to complete the settlement agreements with Still Water Asset Funding and Biz.com USA.
Critical Accounting Policies and Estimates
Note 6 of the Notes to the Condensed financial statements, includes a summary of the significant accounting policies and methods used in the preparation of our Condensed financial statements. We considered the following accounting policies and methods most relevant to our financial position and results of operations either because of the significance of the financial statement item or because they require the exercise of significant judgment or the use of estimates. In addition, Financial Reporting Release No. 61 requires all companies to include a discussion to address, among other things, liquidity, off-balance sheet arrangements, contractual obligations and commercial commitments.
ITEM 3 CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The management maintains disclosure of controls and procedures to our investors that are required to be in accordance with the disclosure rules promulgated by the Securities and Exchange Act of 1934. Such rules that govern the process of recording and reporting any such information considered news about our company controls and procedures having an impact to our investors have been made in the past and intend to be disclosed by management in a timely manner so our investors can make informed decisions regarding their investment in our company.
As of June 30, 2011, there have been no changes in our controls and procedures; internal efficiencies; supervision including our chief executive and principal financial officer requiring disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal controls and policies regarding the financial statement reporting process since the Company's last quarterly report to this quarterly report that would inhibit a reasonable person’s ability to make an informed decision about investing into the shares of the Company.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated can only provide reasonable assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving these objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable level of assurance.
4
PART II
OTHER INFORMATION
ITEM 1 - Risk Factors.
For the Quarter ended June 30, 2011, there have been no material changes to the risk factors discussed in Item 1A of the Form 10K filed for the period ending March 31, 2011.
ITEM 2 - Other Information.
There have been no material changes to the risk factors discussed in Item 2 of the March 31, 2011 Form 10K for the quarter ended June 30, 2011.
ITEM 3 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 | Section 1350 Certification |
Reports on Form 8K:
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).
Mr. Dias does not have any employment agreement or other compensatory agreement in place with the Company, and is not presently being compensated for his service as an officer and director of the Company.
5.07 On August 14, 2010, holder of the majority of the voting power of the outstanding stock of CX2 Technologies, Inc. (the “ Company ”) voted in favor of changing the Company ’ s name to “ Green Equity Holdings, Inc. ” (The “ Name Change ” ). The name change has been made affective on or about August 16, 2010.
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.
1.01 On April 5, 2011the Company, announced it has signed letter of intent with a Houston-based private company to acquire 250 acre oil and gas property.
5.02 Departure of Directors or certain election of directors; appointment of certain officers; compensatory arrangements of certain officers.
PRE 14C Dated April 4, 2011 the Company file with the SEC pursuant to Form 14C Information Report, Notice of action taken without stockholder's meeting for the sale of and assignment of assets and liabilities to CX2 Technologies, Inc. for 1,500,000 shares.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ Raimundo Dias
Raimundo Dias, President &
CEO
Date: March 6, 2012
6
CERTIFICATION
I, Raimundo Dias , certify that:
1. I have reviewed this quarterly report on Form 10-Q of Green Equity Holdings, 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 financial 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 those 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 reasonably 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: March 6, 2012
| /s/ Raimundo Dias | |
| Raimundo Dias | |
| Chief Executive and Chief Financial Officer |
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 Green Equity Holdings, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Raimundo Dias , 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: March 6, 2012
| /s/ Raimundo Dias | |
| Raimundo Dias, Chief Executive Officer, President, | |
| Principal | |
| Executive, Financial and Accounting Officer |