10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended December 31, 2009

¨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.)

3700 Airport Road, Suite 410B, Boca Raton, FL  33431

(Address of principal executive offices)

(561) 347-9235

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 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 ¨

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 ¨ Smaller 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 15, 2010 there were 27,472,960 shares of the registrant's common stock outstanding.

CX2 TECHNOLOGIES, INC.

INDEX

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets at December 31, 2009 (unaudited) and March 31, 2009	3
Condensed Statements of Operations for the three and nine months ended December 31, 2009 and 2008 (unaudited)	4
Condensed Statements of Changes in Cash Flows for the nine months ended December 31, 2009 and 2008 (unaudited)	5
Notes to Condensed Financial Statements (unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T. Controls and Procedures	15
PART II OTHER INFORMATION
Item 1A. Risk Factors	16
Item 5. Other Information	16
Item 6. Exhibits	16

2

CX2 TECHNOLOGIES, INC.

CONDENSED BALANCE SHEETS

As of December 31, 2009 and March 31, 2009

	December 31,			March 31,
	2009			2009
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	-		$	192
Notes receivable-related party		1,245			1,245
Other current asset		5,000			2,500
TOTAL CURRENT ASSETS		6,245			3,937
Property & Equipment, net		102,030			141,249
TOTAL ASSETS	$	108,275		$	145,186
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	36		$	-
Accounts payable and accrued expenses		664,121			646,297
Notes payable - related parties		391,106			391,106
Note payable - others		209,589			135,073
TOTAL LIABILITIES		1,264,852			1,172,476
Commitments and Contingencies
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized; 23,057,210 and  shares issued and outstanding at December 31, 2009; and March 31, 2009, respectively		22,557			22,557
Additional paid in capital		8,290,332			8,290,332
Accumulated deficit		(9,469,466	)		(9,340,179	)
TOTAL STOCKHOLDERS' DEFICIT		(1,156,577	)		(1,027,290	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	108,275		$	145,186

See accompanying notes to the condensed financial statements.

3

CX2 TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Three and Nine Months Ended December 31, 2009 and 2008

	For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
REVENUES	$	1,211		$	63,801		$	3,711		$	100,202
Cost of sales		-			-			-			-
GROSS MARGIN		1,211			63,801			3,711			100,202
OPERATING EXPENSES:
Selling, general and administrative		21,101			274,625			93,779			527,352
Depreciation and amortization		13,073			13,073			39,219			39,218
TOTAL OPERATING EXPENSES		34,174			287,698			132,998			566,570
NET LOSS FROM OPERATIONS		(32,963	)		(223,897	)		(129,287	)		(466,368	)
OTHER EXPENSE
Interest expense		-			(4,789	)		-			(9,525	)
TOTAL OTHER EXPENSES		-			(4,789	)		-			(9,525	)
NET INCOME	$	(32,963	)	$	(228,686	)	$	(129,287	)	$	(475,893	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANIDING-BASIC AND DILUTED		23,553,100			24,057,210			23,057,210			23,557,210
LOSS PER COMMON SHARES-BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

See accompanying notes to the condensed financial statements.

4

CX2 TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended December 31, 2009 and 2008

	For the Nine Months Ended
	December 31,
	2009			2008
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(129,287	)	$	(475,893	)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		39,219			39,218
Common stock issued for services		-			40,000
Changes in assets and liabilities:
Notes receivable-related party		-			(1,245	)
Other current assets		(2,500	)		-
Deposits		-			5,448
Accounts payable and accrued liabilities		17,924			279,873
Net Cash Used in Operating Activities		(74,644	)		(112,599	)
CASH FLOW FROM FINANCING ACTIVITIES:
Bank overdraft		36			-
Proceeds from notes payable - related parties		-			141,869
Proceeds from notes payable		74,416			14,000
Repayment of notes payable - related parties		-			(40,500	)
Repayment of notes payable		-			(4,000	)
Net cash provided by financing activities		74,452			111,369
Net decrease in cash		(192	)		(1,230	)
Cash and cash equivalents at beginning of period		192			2,917
Cash and cash equivalents at end of period	$	-		$	1,687
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Stock issued under terms of Airtime Agreement	$	-		$	40,000
Conversion of note payable - related party to equity	$	-		$	467,710

See accompanying notes to the condensed financial statements.

5

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

CX2 Technologies, Inc. (hereinafter the "Company" or "CX2") was incorporated on May 21, 2002 as Brookview Institute, Inc., under the laws of the State of Nevada.  On November 16, 2005, the Company changed its name to CX2 Technology, Inc.  On December 6, 2005, the Company filed articles of correction to change the name to CX2 Technologies, Inc.  On May 10, 2006, the Company domesticated to the State of Florida.  Its fiscal year end is March 31.

The Company had 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, 2009, "The Company utilized intellectual property licensed from Bizcom pursuant to an agreement with Bizcom, which subsequently forfeited their IP to Stillwater Asset Backed Funds. Thus, CX2 no longer believes it has any right to use this IP, and management is seeking to negotiate a license with Stillwater Asset Backed Funds to enable the Company to continue to have access to this IP. There can be no assurance that the Company will be successful in obtaining such a license."  CX2 management and consultants attempted and were not successful in negotiating with representatives of Stillwater Asset Backed Funds for the right to use the intellectual property underlying the technology which was forfeited by Bizcom.

NOTE 2 – INTERIM FINANCIAL STATEMENTS

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company had a net loss of $129,287 and a negative cash flow from operations of $74,644 during the nine months ended December 31, 2009, along with a working capital deficiency of $1,258,607 and a stockholder's deficiency of $1,156,577.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  The Company was in the development stage from May 2002 until January 2007, at which time operations began.  The Company has incurred a loss from operations, and its present level of revenues is not sufficient to cover all the Company's incurred expenses.  Management recognizes that the Company must generate additional resources to enable it to pay its obligations as they come due, and that the Company must ultimately achieve profitable operations.  Management's plan in this regard is to find an existing revenue producing company, or a company with assets to take over or use to expand operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

6

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred.  The basis of accounting conforms to accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenue from users for network services is recognized at the time that the services are provided.  Revenue from sales of radios and other related equipment is recognized at date of delivery to the customer and when collection is reasonably assured.  Revenue from consulting services is recognized at the time that the 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

Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures About Fair Value of Financial Instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying values of the Company's financial instruments, which consist of current liabilities, approximate fair values due to the short-term maturities of such instruments.

Net Loss Per Share

The Company follows the provisions of SFAS No. 128, "Earnings per Share," which requires companies with complex capital structures or common stock equivalents to present both basic and diluted earnings per share ("EPS") on the face of the income statement.  Basic EPS is calculated as income available to common stockholders divided by the weighted average number of common shares outstanding during the period.  Diluted EPS is calculated using the "if converted" method for common stock equivalents.  As of December 31, 2009 there were no common stock equivalents outstanding.

7

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

Recent Accounting Pronouncements

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

In October 2009, the FASB has published ASU 2009-13, "Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements", which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, "Revenue Recognition-Multiple-Element Arrangements", for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company's financial position and results of operations.

In October 2009, the FASB has published ASU 2009-14, "Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements" and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product's essential functionality are excluded from the software revenue guidance in Subtopic 985-605, "Software-Revenue Recognition". In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance.  The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.  The adoption of this standard is not expected to have any impact on the Company's financial position and results of operations.

In December 2009, the FASB has published ASU 2009-16 "Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets." ASU No. 2009-16 is a revision to ASC 860, "Transfers and Servicing," and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. ASU No. 2009-16 also expands the disclosure requirements for such transactions. This ASU will become effective for us on April 1, 2010.  The adoption of this standard is not expected to have any impact on the Company's financial position and results of operations.

In December 2009, the FASB has published ASU 2009-17 "Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities." ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. The adoption of this standard is not expected to have any impact on the Company's financial position and results of operations.

8

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

In January 2010, the FASB has published ASU 2010-01 "Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force," as codified in ASC 505. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in 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 of 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 2010-02 "Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification," as codified in ASC 810, "Consolidation." ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  The adoption of this standard is not expected to have any 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 retrospective basis.  The adoption of this standard is not expected to have a material impact on the Company's financial position and results of operations.

Other ASUs not effective until after December 31, 2009 are not expected to have a significant effect on the Company's financial position or results of operations.

9

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

NOTE 5 – NOTES PAYABLE

Debt due as of December 31, 2009 consists of the following:

	2009
Promissory note to a related party, payable in monthly installments of $25,000.  Interest calculated at 5% per annum.  Includes accrued interest of $13,031	$	391,106
Unsecured note payable to GEOCommand, Inc. This note is payable on demand with no interest.		104,681
Note payable - officer		94,908
Note payable - other		10,000
		600,695
Less current portion of long term notes payable		600,695
Total	$	-

During the three months ended December 31, 2009, GEOCommand, Inc. and officers loaned the Company an additional $11,164 for working capital purposes.  These loans are unsecured, due on demand and bear no interest.

During the nine months ended December 31, 2009, GEOCommand, Inc. and officers have loaned the Company an additional $74,416 for working capital purposes.  These loans, which total $199,589, are unsecured, due on demand and bear no interest.

The Company also owes GEOCommand, Inc., in connection with a management consulting contract, a total of $200,000 as of December 31, 2009.  This total is included in accounts payable and accrued expenses in the accompanying financial statements.

NOTE 6 – STOCKHOLDERS' EQUITY

Common Stock

All shares of common stock are identical with each other in every respect, and the holders thereof are entitled to one vote for each share of common stock upon all matters upon which the shareholders have the right to vote.

Preferred Stock

The Company has 5,000,000 shares of $0.001 par value preferred stock authorized with such preferences as the Board of Directors may designate.

Private Placements of Common Stock

The Company previously offered, through its private placement memorandum dated March 6, 2006 and as amended on September 27, 2006 (the "PPM"), up to a maximum of 5,000,000 shares of its common stock par value $.001 per share, at a price of $1.00 per share for total gross offering proceeds of up to $5,000,000.  The PPM was terminated in June of 2008.

10

CX2 TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of December 31, 2009

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

Bizcom USA, Inc. ("Bizcom") is a major shareholder 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 Bizcom which was entered into in March 2006.  In addition, the Company had another non-exclusive license agreement with Bizcom 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 Bizcom approximately $391,106 as of December 31, 2009.  In late 2008 the Company learned that Bizcom 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 Bizcom.

NOTE 9 – CONCENTRATION OF CREDIT RISKS

Customers

For the nine months ended December 31, 2009, 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 within its receivables because of the limited customer base.

NOTE 10 – SUBSEQUENT EVENT

On April 29, 2010, the Company entered into a Stock Purchase Agreement with Fusion Capital Investments Corp., in which the Company agreed to sell, via a new issuance of stock, an aggregate of the majority of the issued and outstanding shares of the common stock, $0.001 par value per share, of the Company consisting of not less than 51%.  The Company will issue a total of 29,000,000 shares for a purchase price of $55,100.

On May 4, 2010, the Company received $30,100 cash payment upon the full execution of the stock purchase agreement. The remaining $25,000 will be paid at closing date.

The Company had no other material subsequent events to disclose from the balance sheet date to the filing date. The Company evaluated subsequent events through June 1, 2010.

11

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 nine months ended December 31, 2009 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, 2009. 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, 2009 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

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

12

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 year ended March 31, 2009, we had a net loss of $565,001, and for the nine months ended December 31, 2009, we had a net loss of $129,287.

Results of Operations

Three months ended December 31, 2009 compared to the three months ended December 31, 2008

Revenues.  Revenues from operations for the three months ended December 31, 2009 of $1,211 reflected a decrease of $62,590 from the three months ended December 31, 2008 revenues of $63,801, due to a decrease in sales of equipment, primarily base stations.  We had minimal revenues in both quarters as we had largely ceased marketing our products and services.

Cost of Sales.  There were no costs of sales for the three months ended December 31, 2009 and the three months ended December 31, 2008 due to having no sales in the three months ended December 31, 2009, and, for the three months ended December 31, 2009, due to the Company's decision to adjust its radio inventory that was considered obsolete at March 31, 2008.

Operating Expenses.  Operating expenses decreased by $253,524 to $34,174 for the three months ended December 31, 2009, as compared to $287,698 for the three months ended December 31, 2008, as a result of a decrease in marketing and investor relations costs.

Net Loss.  The Company's net loss was $32,963 for the three months ended December 31, 2009, as compared to a net loss of $228,686 for the three months ended December 31, 2008.

Nine months ended December 31, 2009 compared to the nine months ended December 31, 2008

Revenues.  Revenues from operations for the nine months ended December 31, 2009 reflected a decrease of $96,491 from the nine months ended December 31, 2008, due to a decrease in sales of equipment, primarily base stations.  Revenues in both periods were minimal as the Company had not yet fully commenced its operations and no longer plans to do so unless and until a new source of operations is acquired by the Company.

Cost of Sales.  There were no costs of sales for the nine months ended December 31, 2009 and the nine months ended December 31, 2008, due to the Company's decision to adjust its radio inventory that was considered obsolete at March 31, 2008.

Operating Expenses.  Operating expenses decreased by $433,572 to $132,998 for the nine months ended December 31, 2009, as compared to $566,570 for the nine months ended December 31, 2008, as a result of a decrease in marketing and investor relations costs.

Net Loss.  The Company's net loss was $129,287 for the nine months ended December 31, 2009, as compared to a net loss of $475,893 for the nine months ended December 31, 2008.

Liquidity and Capital Resources

Our 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 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, 2009 and at December 31, 2009, 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.

13

At December 31, 2009, we had stockholders' deficiency of $1,156,577 total assets of $108,275 and total current liabilities of $1,264,852. For the nine months ended December 31, 2009, we have incurred losses of $129,287 and for the nine months ended December 31, 2009, we used cash in operations of $74,644. 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 Financial Statements, includes a summary of the significant accounting policies and methods used in the preparation of our 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 for network services is recognized at the time that the services are provided.  Revenue from sales of radios and other related equipment is recognized at date of delivery to the customer and collection is reasonably assured.  Revenue from consulting services is recognized at the time that the services are provided.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide Part I, Item 3 disclosure in this Quarterly Report.

14

ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2009.  Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  However, management believes that our system of disclosure controls and procedures is designed to provide a reasonable level of assurance that the objectives of the system will be met.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II

OTHER INFORMATION

ITEM 1A. Risk Factors.

There have been no material changes to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

ITEM 5. Other Information.

During the quarter ended December 31, 2009, the Company entered into two promissory notes in favor of GEOCommand, Inc., a consultant to the Company – one dated November 25, 2009 in the principal amount of $1,784.80 and one dated November 30, 2009 in the principal amount of $6,569.06.  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 GEOCommand, 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:

10.24 Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc. in favor of GEOCommand, Inc. in the principal amount of $33,073.88

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

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

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

32 Section 1350 Certification

(b) Reports on Form 8-K:

None.

16

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: June 25, 2010	CX2 Technologies, Inc.
	(Registrant)
	By:  /s/ Lester Hahn
	Lester Hahn, Chief Executive Officer, Principal Executive,
	Financial and Accounting Officer

17

EX-10.24

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 GEOCommand, Inc. (the "Holder"), 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.    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 undischarged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain undismissed 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.

THE MAKER:
CX2 Technologies, Inc.
By:	/s/ Michael Rand
Name:  Michael Rand
Title:  President

-2-

EX-10.25

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 GEOCommand, 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 undischarged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain undismissed 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.

THE MAKER:
CX2 Technologies, Inc.
By:	/s/ Michael Rand
Name:  Michael Rand
Title:  President

-2-

EX-10.26

PROMISSORY NOTE

$6569.06 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 GEOCommand, Inc. (the "Holder"), the principal sum of SIX THOUSAND FIVE-HUNDRED AND SIXTY-NINE and SIX/100 DOLLARS ($6569.06) (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 undischarged for a period of sixty (60) days; or the Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Maker and shall remain undismissed 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.

THE MAKER:
CX2 Technologies, Inc.
By:	/s/ Michael Rand
Name:  Michael Rand
Title:  President

-2-

 

EX-31

Exhibit 31

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 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 areresponsible 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:  June 25, 2010

/s/ Lester Hahn

Lester Hahn

Chief Executive and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 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:  June 25, 2010

/s/ Lester Hahn

Lester Hahn  Chief Executive Officer, President, Principal

Executive, Financial and Accounting Officer