UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

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

For the quarterly period ended March 31, 2009



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------------

For the transition period from  to

Commission File No. 333-108715





G2 VENTURES, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Texas                                                          |  | 98-0221494                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1810 Three Galleria Tower, 13155 Noel Road Dallas, Texas 75240 |  | (972) 726-9203                      
|(Address of Principal Executive Offices)                       |  | (Issuer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   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|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  x    No   ̈

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈

The number of shares outstanding of the Issuers Common Stock as of April 22, 2009 was 4,784,574.









---

EXPLANATORY NOTE

G2 Ventures, Inc. is filing this Form 10-Q/A (Amendment No. 1) (the Amended Report) to amend its Form 10-Q that was filed with the Securities and Exchange Commission on April 22, 2009.

The Amended Report amends the cover sheet of the Form 10-Q for the period ended March 31, 2009 (Form 10-Q) for the sole
purpose of identifying itself as a shell company. All other information, including financial statements, contained in the Form 10-Q has not been amended by the Amended Report and is incorporated herein by reference. Furthermore, the exhibits
list in Item 6 of Part II has not been updated except that currently dated certifications from our Chief Executive Officer and Principal Financial Officer, as required by Rule 12b-5 under the Securities Exchange Act of 1934, as amended, are
filed with this Amended Report as Exhibits 31.1, 31.2, 32.1 and 32.2.

(Remainder of page intentionally left blank.)



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: August 7, 2009



G2 VENTURES, INC.By:

/s/ Gust KeplerGust Kepler, President and Chief Executive OfficerBy:

/s/ Gust KeplerGust Kepler, Principal Financial Officer