---

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|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington,
 D.C. 20549           
|                                  
|FORM 10-K                         

|                                                                                           |                                               
|------------------------------------------------------------------------------------------ | ----------------------------------------------
|(MARK ONE)                                                                                
|xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                                                                          
|                                                                                           | For the fiscal year ended March 31, 2009      
|                                                                                           |                                               
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR
 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                          
|                                                                                           | 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, Florida              |                                      | 33431     
|                                                                |                                      |           
|(Address of
 principal executive offices)                       |                                      | (Zip Code)

Registrants
telephone number, including area code (561)
347-9235

Securities
registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value
per share

Indicate by check mark if the resigrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.o
Yes x No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act. o
Yes x No

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). x Yes o
No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. 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. (Check one):

|                           |                             
|-------------------------- | ----------------------------
|Large
 accelerated filer o | Accelerated
 filer o        
|Non-accelerated
 filer o   | 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 o No x

The issuers
revenues for its most recent fiscal year were $100,202.

The aggregate market value of voting and non-voting stock held by
non-affiliates of the registrant as of September 30, 2008 (based on the closing
price of the registrants common stock on the OTCBB on September 30, 2008) was
approximately $922,288.

At July 31, 2009, there were 22,557,210 outstanding shares of CX2
Technologies, Inc. Common Stock, $0.001 par value.

Documents
Incorporated by Reference: None

Transitional
Small Business Disclosure Format (check one) Yes o No x

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TABLE OF CONTENTS

|                                                                                                                      |  |            
|--------------------------------------------------------------------------------------------------------------------- |  | -----------
|PART I                                                                                                                |  |            
|                                                                                                                      |  |            
|Item 1. Business                                                                                                      |  | 1          
|Item 1A. Risk Factors                                                                                                 |  | 12         
|Item 1B. Unresolved Staff Comments                                                                                    |  | 19         
|Item 2. Properties                                                                                                    |  | 19         
|Item 3. Legal Proceedings                                                                                             |  | 19         
|Item 4. Submission of Matters to a Vote of Security Holders                                                           |  | 19         
|                                                                                                                      |  |            
|PART II                                                                                                               |  |            
|                                                                                                                      |  |            
|Item 5. Market for Registrants Common Equity, Related Stockholder
 Matters and Issuer Purchases of Equity Securities |  | 19         
|Item 6. Selected Financial Data                                                                                       |  | 20         
|Item 7. Managements Discussion and Analysis of Financial Condition
 and Results of Operations                        |  | 20         
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 22         
|Item 8. Financial Statements and Supplementary Data                                                                   |  | 22         
|Item 9. Changes in and Disagreements with Accountants on Accounting
 and Financial Disclosure                         |  | 22         
|Item 9A. Controls and Procedures                                                                                      |  | 22         
|Item 9B. Other Information                                                                                            |  | 23         
|                                                                                                                      |  |            
|PART III                                                                                                              |  |            
|                                                                                                                      |  |            
|Item 10. Directors, Executive Officers and Corporate Governance                                                       |  | 23         
|Item 11. Executive Compensation                                                                                       |  | 24         
|Item 12. Security Ownership of Certain Beneficial Owners and Management
 and Related Stockholder Matters              |  | 25         
|Item 13. Certain Relationships and Related Transactions and Director
 Independence                                    |  | 25         
|Item 14. Principal Accountant Fees and Services                                                                       |  | 26         
|                                                                                                                      |  |            
|PART IV                                                                                                               |  |            
|                                                                                                                      |  |            
|Item 15. Exhibits and Financial Statement Schedules                                                                   |  | 27         
|Signatures                                                                                                            |  | 28         
|Financial
 Statements                                                                                                 |  | F-1
  F-14

---



PART I

ITEM 1. BUSINESS

Historical Overview

CX2 Technologies, Inc. (the Company or CX2) (formerly Brookview
Institute, Inc.) was incorporated on May 21, 2002 in
Nevada. It wasformed to develop and engage in
operations and management of digital wireless data communications services of
220 MHz digital wireless data communications.

On November 16, 2005, the Company changed its name to CX2 Technology,
Inc. (later modified to CX2 Technologies, Inc.) and increased the Companys
authorized capital to 200,000,000 common shares (par value $.001) and 5,000,000
preferred shares (par value $.001).

On March 6, 2006 (and subsequently revised on September 27, 2006), the
Company circulated a private placement memorandum (PPM) to sell 5,000,000
shares of common stock at an offer price of $1.00 per share for total maximum
gross offering proceeds of $5,000,000 (the Maximum Proceeds). Approximately $1.2 million was
ultimately raised under the terms of the PPM before it was terminated in June
2008.

On March 5, 2006 the Company entered into an agreement with BizCom
U.S.A., Inc. (Bizcom), for the purchase of certain of its 220 MHz Phase 2
Federal Communications Commission (FCC) licenses and related equipment. The
initial planned operation of such licenses was expected at that time to be in
certain geographical areas of Florida, Illinois, Michigan and Texas. As part of
this transaction the Company issued 5,000,000 shares of Common Stock with a
fair value of $5,000,000 (based on a recent cash offering price) to Bizcom. Due
to certain security covenants placed on the sale of these licenses, Bizcom was
unable to conclude the sale to the Company.

On March 6, 2006, the Company executed a ten year 200-220 MHz Airtime
Agreement, which was subsequently amended effective March 19, 2007 (as amended,
the Air Time Agreement), for the non-exclusive use of five hundred million
minutes on all of the Bizcom FCC licenses. The Air Time Agreement required
payment by CX2 of a monthly user fee of $4,000, which was subsequently
eliminated when the Air Time Agreement was amended in March 2007, and also
provided for the retention of the 5 million previously issued shares by Bizcom.

On February 26, 2007, CX2 and Bizcom entered into a Licensing Agreement
& Asset Sale (the Licensing Agreement), pursuant to which CX2 acquired
from Bizcom a non-exclusive license to its wireless digital data intellectual
property for cash payments and 1,500,000 shares of common stock, which were not
issued. This license granted the Company the right to use Bizcom proprietary
technologies without restriction, including rights to further develop the
existing technology or new technology, which new development would be owned by
CX2. In addition, CX2 bought from Bizcom all of its digital base station
equipment and associated assets both deployed on the Chicago network and in
inventory. The inventory included all digital base stations, RRM boards and
connective cabling, combiners, racks, antennas, maintenance equipment, lab
equipment, and office equipment, at the Companys former Burr Ridge offices in
Illinois, together with any such equipment in any Bizcom storage facility in
Illinois. In late 2008, the Company learned that Bizcom no longer owned its FCC
licenses and therefore the Company does not believe it continues to have any
rights to use minutes under these licenses. The Company is seeking to negotiate
a license for the Bizcom minutes and intellectual property from the third party
that now owns them, but there can be no assurance that the Company will be
successful in obtaining a license on acceptable terms, or at all. The Company
is conducting business as of the date of this report by selling the inventory
it previously purchased from Bizcom as described above, and management believes
that the Companys existing inventory will be sufficient to meet customer
demand at current levels for approximately one year, at which time the Company
will need to seek an alternate source for many of the products it sells.

On January 28, 2008, the Company entered into a Consulting Agreement
with GEOCommand, Inc., a developer of Homeland Security software for emergency
responders. Under the agreement, CX2 and GEOCommand have agreed to mutually
design and develop software that uses the CX2 wireless, IP-based narrowband
network and CX2 data modems to integrate weather, radiation, chemical, and
biological sensor data with the GEOCommand Dynamic Server  technology.
GEOCommand will also provide other services, including assistance with
regulatory filings, marketing and sales services, as part of the Agreement, and
will be compensated $10,000 per month in the first three months (to be paid in
months 13-15), $15,000 per month in months 4through 6, and $25,000 per month for months 7through
12 of
the Agreements term, in addition to performance based equity compensation to
be negotiated between the parties. The Agreements term began on January 25,
2008 and will continue until terminated by either party upon 15 days prior
written notice.

1

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On February 29, 2008, Adam Reiser, sole director, President and CEO of CX2
Technologies, Inc. resigned from all positions held with the Company, including
resigning from Board service. The Company
entered into a settlement agreement with Mr. Reiser and related parties in
exchange for the cancellation of 10 million shares, among other matters.There
was no disagreement, as defined in 17 CFR 240.3b-7, between the Registrant and
Mr. Reiser at the time of Mr. Reisers resignation from the Board of Directors.
On February 29, 2008, the Company appointed Michael Rand as President, CEO and
the sole director to replace Mr. Reiser.

On March 18, 2008, the Company along with GEOCommand and other members
of the Coalition for Integrated Data Emergency Response Solutions (CIDERS)
co-sponsored a conference on the Public Safety Interoperable Communication
(PSIC) Grant program for Public Safety organizations in the State of
Massachusetts. Several dozen fire chiefs from the State of Massachusetts
attended along with Congressman Jim McGovern (Worcester) and Julliette Kayyam,
Massachusettss First Undersecretary for Homeland Security. The members of
CIDERS are companies who are pooling their expertise to design and develop
interoperable data communication systems.

On March 24, 2008, the Company entered into an Agreement with ESP
Wireless Technology Group, Inc. whereby CX2 agreed to make a one time payment
of $9,787 in exchange for access to the Sears Tower network site and static IP
address used to control the CX2 transmitter located at the
Sears Tower.In addition, CX2 will pay ESP a
monthly payment of $939 for site rent at Sears Towerand
the static IP address. Both companies will split recurring
revenuesfrom the sales of CX2 data modems.

On June 2, 2008, the Company entered into a
settlement agreement with Halody Consulting and its President Peter Kirschner,
whereby Halody resigned from its position as a consultant with the Company.
Among other terms, Halody agreed to forgive $440,568 due under debentures
previously issued by the Company and the $27,142 in accrued interest due
thereunder.

On August 1, 2008, the Board of Directors of the
Company dismissed Webb & Company, P.A as its registered independent
accounting firm and approved the engagement of Jewett, Schwartz, Wolfe &
Associates to serve as its registered independent accounting firm for the year
ended March 31, 2009.

Business of the Issuer

The Company is engaged in the operation and sale of 220 MHz digital
wireless data communications technologies in both the commercial and public
safety/emergency disaster relief sectors.

The Company is marketing CX2 branded data technology and services for
use by various commercial/industrial applications and the Homeland
Security/Public Safety sector. Management believes that due to advances in
220 MHz technology and equipment along with the integration with the GEOCommand
 software products and the lower costs generally associated with lower
frequency band usage in comparison to cellular telephone and other wireless
communications services, a broad spectrum of potential commercial and public
safety/ emergency disaster relief end-users may find the Companys technology
desirable but there can be no assurance that this will occur.

Further,
the Company believes it may be able to acquire additional select assets,
including 220 MHz FCC licenses and related equipment for purposes of expanding
its service capabilities.

Development of the 220 MHz Radio Market

In 1988, due in part by a request from United Parcel Service, the FCC
reallocated the 220 MHz-222 MHz part of the radio spectrum band for commercial
use. Since this was a small frequency band and the FCC was promoting bandwidth
efficiency, this band was regulated into very narrow channels spaced only 5 kHz
apart. In other commercial bands, the narrowest bandwidths used are 12.5 kHz up
to 30 kHz. As a result, new radio designs were necessary which needed digital
signal processors (DSPs) to help achieve the efficiency needed to work at
this smaller bandwidth. DSPs also made it easier to adapt the radios for
sending and receiving data signals.

Due to the need for new radio designs and various regulatory delays,
220 MHz industry developments progressed slowly. Digital technology increased
the efficiency of existing 800 and 900 MHz networks and decreased the interest
in developing products to utilize the 220 MHz spectrum. Today, 220 MHz channels
are largely unused over much of the United States. However, the 220 MHz
spectrum is potentially attractive for data transmission because the spectrum
has little interference as a result of underutilization. The significantly larger
coverage footprint in the 220 MHz band as compared to cellular technologies and
resultant lower cost of infrastructure brings additional benefit and
sustainable competitive advantage.

2

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220 MHz networks use a collection of base stations deployed over a
geographic region. A base station is typically deployed on top of tall
buildings or on communication transmission towers and can extend the range of
the terminal units as much as 30 or 40 miles from their base site depending on
the location. This large coverage area or range means that a single base
station can cover a large geographic area at very low infrastructure cost. Many
telemetry applications require a low operating cost structure. By combining 220
MHz propagation characteristics, range and low infrastructure cost, management
believes that use of the 220 MHz Spectrum will prove much more cost effective
than competing services such as cellular.

The Company believes that it will have a competitive advantage over
other network operators offering telemetry, data devices and services because
the data technology CX2 will utilize has a patented, proprietary design.The
third party patented data technology uses a data transmission protocol
specifically designed for the efficient servicing of thousands of endpoint
users. The Company has access to personnel and strategic partners with
experience in interfacing telemetry into our wireless systems.

Developments in Homeland Security/Emergency
Management

In view of the current United States and worldwide security alert
concerns and the need by various local, state, and federal authorities for
reliable, low cost emergency management services, the Company believes the 220
MHz spectrum could offer a timely, reliable low cost solution.

For many years, various governmental agencies have found attaining and
maintaining a state of preparedness in the emergency management area to be
laborious and complex. Many emergency managers have relied on a combination of
limited computer input and manual tracking systems. Attempts at handling
massive numbers of messages and requests for help in emergency operations
centers (EOCs) and compiling information into situation reports have often
failed using manual methods. Locally developed or other installed commercial
software systems have often been too complex or rigid in design to handle
information received by EOCs in various formats.

On January 28, 2008, the Company entered into a Consulting Agreement
with GEOCommand, Inc., a developer of Homeland Security software for emergency
responders. Under the agreement, CX2 and GEOCommand are designing and
developing software that uses the CX2 wireless, IP-based narrowband network and
CX2 data modems to integrate weather, radiation, chemical, and biological
sensor data with the GEOCommand Dynamic Server  technology. CX2 Technologies,
Inc. develops the electrical circuitry and firmware used in frequency-efficient data radios
that operate in the narrowband 220-222 MHz spectrum and GEOCommand, Inc.
develops the emergency response software suite which integrates with the data radios. CX2 wireless narrowband
network and data radios integrate with GEOCommands Dynamic Server technology
to provide GPS-based vehicle location information and relay data from GPS,
weather, radiation and other sensors to emergency
responders in the field. The GEOCommand emergency response information system
gives first responders the critical information they need on site or en route
to an emergency.

GEOCommand integrates an advanced mobile Geographic Information System
(GIS) with GPS, Computer-Aided Dispatch (CAD), cross-referenced emergency
handbooks, and other devices and data. The GEOCommand solution:

| |   |                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------
| |  | Protects and
 assists first responders in their effort to save lives                                                 
| |   |                                                                                                                      
| |  | Supports
 interoperability with existing infrastructure                                                              
| |   |                                                                                                                      
| |  | Contains
 costs by operating with existing data formats (e.g., ESRI datasets and
 existing record management systems)
| |   |                                                                                                                      
| |  | Consumes
 minimal spectrum when combined with CX2 Technologies narrowband radio                                      
| |   |                                                                                                                      
| |  | Facilitates
 information sharing between jurisdictions.                                                              

The GEOCommand suite of applications includes GEOCommand Mobile, an
in-vehicle unit; an Administration Module, generally deployed at the command
center; and an optional Dynamic Server Module that relays real-time information
from sensors and GPS-equipped radios to the command center and responders in
the field.

The CX2 DATALynx digital
radios use alicensed
third party patented over-the-air protocol (OTAP) to tap the largely unused
potential of this narrowband spectrum. The Companys spectrum-efficient use of
5 kHz narrowband channels represents a quickly deployable, relatively
inexpensive method to gain critical wireless data capabilities for public
safety and emergency response organizations in the short term. In addition, the
CX2 system will integrate to future wireless systems, supplying redundancy and
relieving broadband network congestion.

3

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CX2 uses a data-only protocol that augments but does not replace the
two-way voice, paging, and cellular networks used by law enforcement,
fire-rescue, EMS, and other emergency responders.

| |   |                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------
| |  | CX2s licensed
 third-party patented over-the-air protocol makes optimal use of the 220-222
 MHz spectrum.    
| |   |                                                                                                               
| |  | Coverage
 from a single radio tower can reliably extend over 1,200 square miles, even
 over difficult terrain.
| |   |                                                                                                               
| |  | Unlike
 overused high-frequency bandwidths, 220-222 MHz channels experience little or
 no interference.       

Moving Toward a Nationwide Public Safety
Broadband Network

The stated long-term goal of the Federal Government is to create a
nationwide, interoperable 700 MHz broadband wireless network for public safety.
This network will have wide coverage, use common protocols, and allow cost
reductions through economies of scale in acquiring mobile equipment. The networks
structure will provide horizontal intercommunication (e.g., between
municipalities) and vertical intercommunication (e.g., among municipalities,
states, and federal entities). In addition, the network will allow emergency
responders to cross jurisdictional boundaries without losing voice and data
capabilities.

With very few exceptions, every community has existing plans for
dealing with emergencies. These plans may reside in special purpose record
management systems, in other computer file structures, or on paper. Across and
within jurisdictions, the plans may differ significantly both in their level of
detail and in the form in which they are stored.

In a mutual aid environment, these plans can be of very limited
utility. The value of maps, pictures and floor plans is obvious, but sharing
these large data sets requires considerable bandwidth. Until a Public Service
Broadcasting Network is built, the wireless connectivity required to share
these data sets will be available in very few areas. As a result, emergency
plan information must reside on each field terminal, in the same format and
version.

CX2 Technologies, in partnership
with GEOCommand,
offers technology that supports a multi-phase, integrated approach, incremental
implementation costs and demonstrable gains at each stage. We believe that
public safety entities can make quick, cost-effective strides toward
interoperability by combining data sharing with an inexpensive wireless
network.

The GEOCommand emergency information system consists of (1) an
Administration Module, which is used to author and update the database; (2)
Mobile Modules, which are used in the field; and, where applicable, (3) the
GEOCommand Dynamic Server, which brokers real-time information from, for
example, weather stations and fixed or mobile sensors. The Administration and
Mobile Modules, together with a Geographic Information System (GIS) engine and
the emergency response preplan database, provide responders with the best
possible situational awareness en route or at the site of an emergency.

GEOCommand provides easy-to-use tools for standardizing plan formats.
The softwares intuitive interface makes the transition to more accessible and
better organized emergency response plans straightforward. The ease of entering
information also encourages archiving the knowledge of key personnel, ensuring
that this knowledge is available to others on demand.

GEOCommand uses existing GIS data sets that are freely available across
the nation and makes it available in a convenient one-stop format. Common map
data maintained by local governments includes building footprints, aerial
photography, and utility network data. This currently available map data
instantly provides responders with a detailed graphic representation of an
incident site. The responder can select an individual map feature for more
information. For example, the software permits the user to click on a virtual
hydrant to display the hydrants status and flow rate, critical information at
the scene of a fire.

In addition to existing GIS data sets, GEOCommand users can enter site
contact information, hazards, building construction details, and digital
photos, and can scan existing paper documents into the system. GEOCommand is
also able to automatically import electronic record management data from legacy
systems. Imported emergency data can be referenced by address or name (e.g.,
Walker Elementary School) or accessed by clicking on a map location. The
softwares flexible structure can accommodate data from other departments and
organizations, and the configurable preplans organize and display any amount of
critical data.

GEOCommands scalable software offers value in any implementation,
whether the organization chooses to install the software on a single desktop or
on hundreds of mobile computers. The database resides on one computer, the
Administration Module, generally located at the command center. Mobile Modules
(in-vehicle computers) manually or automatically update map and preplan
information, ensuring that the data on all Modules remains synchronized.

4

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Each GEOCommand Module makes map and preplan data available in the
field regardless of connectivity.
Some emergency response software packages use a Web-based scheme that does not
work when connectivity is compromised, a common occurrence in major incidents.
With these systems, data is often inaccessible precisely when it is needed
most. Because GEOCommands Mobile Modules can operate independently of the
Administration Module, data availability remains uncompromised.

Wireless connectivity, although not necessary, is an enhancement to
GEOCommands capabilities. It allows current data to be moved not just to the
command center, but to the field. The GEOCommand Dynamic Server brokers data
from a variety of sources and forwards it as directed. The Dynamic Server is
designed to interface with a wide variety of data networks, both wired and
wireless. It is designed to be flexible and to scale to network expansions without
requiring reinstallation or upgrades.

Management believes that CX2 is the only company in the world to have
developed a narrowband wireless data solution at 220 MHz. This solutions
advantages include spectrum efficiency, extraordinary coverage footprint,
readily available dedicated public safety spectrum, and generally
interference-free operation. The limitation is that its 5 kHz bandwidth is not
suited to transferring large data packets. Nevertheless, the bandwidth serves
extremely well for dispatch, vehicle location, remote sensor monitoring, and
other short message applications.

A wide area network reserved for these vital functions would have an
important impact on interoperable public safety communications.Assuming a
PSBN or other broadband network is built out, if ever,
the CX2 network could be used to relay sensor data only. Management believes
that the CX2 network would ensure that sensor data kept flowing during times of
heavy broadband loading, allowing continued vigilance even under the intense
conditions of a large-scale terrorist attack or catastrophic natural disaster.

The coverage footprint at VHF (1,200 square miles is common) makes
large area build-outs practical. The existing system is extremely reliable, and
redundancy options are available at several levels. The system is also secure
over the air, with built-in encoding and a patented proprietary protocol. The
interface from the base station up is IP-based, and data can travel over
secured private networks. Data routing is user configurable.

CX2 base stations are FCC type accepted. They are designed to operate
autonomously in conjunction with CX2s Local Site Server (LSS) software. One
LSS can control 35 base stations. Transmitters can be de-keyed and keyed
remotely. Loss of contact with control software results in automatic rerouting
of connected modems, which can be configured for de-key or broadcast warning.
Interval call sign broadcast is automatic.

CX2s DATALynx radio
modems operate on 12-18 VDC and are built for difficult environments. These
modems have operated in diverse locations, ranging from natural gas fields in
southern Texas to bulldozer cabins in northern Illinois. They require no user
input, connect to the network automatically, and switch base stations as
needed. The modems are equipped with an integral GPS receiver and an onboard
computer chip running embedded Automatic Vehicle Location code.

CX2 offers network planning, installation, integration, and testing as
a normal part of its service. Interface to GEOCommand is preconfigured and
automatic. The system is designed to be turnkey and maintenance free.

Emergency responders use the integrated CX2 and GEOCommand solution to
plan and strategize prior to an emergency; retrieve critical information en
route or at an incident site; exchange real-time data critical to emergency
response and management; and post a review of incident response.

GEOCommand ties critical emergency data to a location, such as a landmark,
address, event location, or GPS coordinates. The intuitive software interface
allows the user to visualize, explore, and analyze emergency and
incident-related information, and to make an informed decision.

Advocating for Public Safety

In the past decade, both CX2 and GEOCommand have strongly advocated for
a fully interoperable nationwide public safety network. The companies provided
testimony in Washington, D.C. before the Katrina Panel and, more recently,
participated in several proceedings at the FCC examining the need for public
safety spectrum and the best use for such spectrum. In April of 2005, for
example, CX2 commented on the FCCs Report on the Spectrum Needs of Emergency
Responders. More recently, GEOCommand analyzed competing proposals for a
combined commercial/public safety broadband nationwide network put forth by
Cyren Call, Frontline Wireless and the FCC in proceedings leading up to the 700
MHz auction. Although the

5

---



recently-held 700 MHz auction failed to attract a qualified bid for the
D Block public safety spectrum, the FCC has indicated its intent to continue
its efforts to license a nationwide network for public safety. CX2 and
GEOCommand intend to be actively involved in the FCCs revised proposal for
such a network if one is ultimately
constructed and believe that this partnership will
progress towards both vertical and horizontal interoperability.

Compliance with Federal Legislation

The CX2 and GEOCommand collaboration creates an interoperable data
communications platform that meets the goals set by the Assure Emergency and Interoperable Communications for
First Responders Act of 2005. This bill was introduced in response
to communication breakdowns during recent crises and natural disasters.

From the start, CX2 and GEOCommand developed their technologies and
solutions with a clear vision of the future of public safety communications  a
future also clearly envisioned by the First
Responders Act of 2005.

The CX2 and GEOCommand integrated solution adheres to all current
applicable guidelines as well as those set forth in this forward-thinking
legislation.

Because CX2 and GEOCommand products are in full compliance with this
legislation, public safety entities working to improve their equipment and
networks with CX2 and GEOCommand ensure that they will receive government
support for their projects. In addition, agencies can be confident that they
are implementing a solution that is and will remain an integral and
interoperable part of a state-of-the-art, national public safety system.

FCC Licenses

The Federal Communications Commission (FCC) issues 220 MHz licenses for
specific local and regional areas as well as on a nationwide basis. Two of the
nationwide 220 MHz licenses are reserved for public safety and the federal
government. Qualified organizations can obtain access to 220 MHz spectrum in
their area for little or no cost. Because CX2s narrowband 5 kHz wireless data
technology makes optimal use of these narrowband channels, the operating costs
of a CX2 network are a fraction of the costs required to operate competitors
two-way communication offerings.

Business Strategy

The Company intends to derive revenues from sales and leasing of
communication equipment and to a lesser extent, construction, engineering and
other miscellaneous services. The Companys current strategy is to focus on the
sale of data radios with Automatic Vehicle Location (AVL) applications to
220-222 MHZ FCC licenses and to aid them with managing their service
organizations and provide access to the Companys network operation center
(NOC) at a monthly cost per radio. Also, the Company believes many of these
users will need wireless point of sale (POS) credit card processing
applications, which will increase the average revenue per user (ARPU) of users
on the network if the Company offers POS products in the future.

To a lesser extent, the Company intends to take advantage of
opportunities to expand by purchasing select assets, including 220 MHz licenses
and related equipment and to sell their technology and such assets to already
existing FCC 220-222 MHz license holders. Any such asset acquisitions are
anticipated to be made, if at all, with Company securities and to a
substantially lesser extent, cash, if available.

Products and Services

The Company offers flexible data service packages and configurations
customized to fit subscribers needs and location within our geographic
footprint as it may develop. The Company will target customers who will
benefit from wireless data delivery suitable to the capabilities of 220 MHz
network communication. The Companys data radios work equally well for mobile,
remote and fixed site applications. Examples of viable applications include,
but are not limited to, telemetry for oil or gas well automation (fixed application)
and automatic vehicle location for fleet management customers (mobile
application) and field deployable sensors (remote application).

The target customers are those with access to the 220 MHz spectrum
seeking to purchase enabling technology for this particular frequency band.
Examples include utility companies and municipalities.

The Company offers the following data applications and communications
products:

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Telemetry and Data Applications

Automatic Vehicle Location (AVL):
AVL involves installing a locating device, typically a GPS transceiver, on a
vehicle and linking such device with a wireless data radio. The vehicles
location is transmitted over a radio network back to a central control point
such as an emergency operation center or dispatchers office. Users of AVL
systems include fire, police, ambulances, heavy equipment operators, and other
fleet operators. The radio product the Company offers has an AVL feature, and
the Company offers this feature to prospective customers. The Company is
currently marketing to FCC licensees and public safety organizations as a niche
market in which the Company believes it will have a significant competitive
advantage because of the Companys ability to offer a low cost solution.

Transmit wireless data for new customers
presently using 800 or 900 MHz band: On August 8,
2002, the FCC set a five-year sunset period for elimination of CDPD (Cellular
Digital Packet Data) services in the United States. CDPD was designed in the
early days of cellular and fits data around voice traffic and only works in
analog cellular systems, which have been converting to digital. Digital
cellular services have the ability to carry data, but not at the lower costs of
an analog network. Therefore, users of CDPD equipment will be forced to either
switch to more expensive digital cellular service or find an alternative. The
Company offers 220 MHz wireless digital data services as a low cost alternative
to digital cellular. Its range, capacity, low-interference and low-cost characteristics
make the Companys digital data services an attractive alternative to digital
cellular service. Current users of CDPD include the public safety, utilities,
and various industry and transportation sectors. The Companys digital
solutions can also be marketed to such customers because of their lower
recurring costs and higher reliability than competing cellular solutions.

Transmit sensor data to incident management
software: The Company believes an opportunity exists
to play a role in an eventual Department of Homeland Security National Incident
Response Plan. Our capabilities relative to transmitting low speed data
efficiently and in a cost-effective manner present an opportunity to possibly
fill a niche in such an eventual solution.

Pricing of 220 MHz Products and Services

The Company offers wireless data products and services. The Company also intends to sell
its data radios to end users for an average price of approximately $500. The Companys
profit margins on radios will vary depending upon the specific type of radio
and the designated subsidy structure, if any, for that radio in a particular
market, and the Companys cost for such products.

The Company offers base stations for sale and other infrastructure to
end-users or dealer customers who have their own 220 MHz spectrum. Proprietary,
digital database stations currently sell for $20,000 to $40,000
for a single channel system. In the future, the Company may offer project
management, training, and installation services at prices per diem to be
determined.

Prices for equipment for the Companys public safety and critical
infrastructure customers will be based upon the specific configuration and
their needs. Certain state and local agencies including public safety agencies
own their own 220 MHz spectrum. In those circumstances, the Company plans to
sell such customers its radio products and the sensor integration products and
services to use on their own systems. The Federal Communications Commission
(FCC) issues 220 MHz licenses for specific local and regional areas as well as
on a nationwide basis. Two of the nationwide 220 MHz licenses are reserved for
public safety and the federal government. Qualified organizations can obtain access
to 220 MHz spectrum in their area for little or no cost. Because CX2s
narrowband 5 kHz wireless data technology makes optimal use of these narrowband
channels, the operating costs of a CX2 network are a fraction of the costs
required to operate competitors two-way communication offerings.

Sales and Marketing

Subject to raising sufficient
capital,in the future the Company intends to
employ its own direct sales, marketing and service staff, utilize independent
contractors and establish dealer networks. While local dealers are capable of
establishing and servicing wireless customers, they often have their own local
spectrum and therefore have incentive to load their systems first. The Company
does not employ any sales staff as of the date of this filing but is a part of
an advertising campaign through its consulting agreement with GEOCommand.

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Competition in the 220 MHz Radio Service

Management believes that the Company faces no other competition from
companies that design or manufacture data modems for mobile, fixed or remote
sensor integration with GPS/AVL in the 220 MHz frequency band. The wireless
communications industry is highly competitive and is characterized by constant
technological innovation. The Companys competitors include manufacturers in
several markets - mobile wireless communications, PCS and cellular, narrowband
PCS and emerging technology platforms, many of which have substantially greater
financial and other resources than the Company. Four companies currently
dominate the mobile wireless communications market: Motorola, Samsung, Nokia
and Apple. Although we do not anticipate competing in the mobile wireless voice
communications market, these companies also serve the data communications
markets the Company plans to serve.

The Company intends to devote most of its resources to marketing and
selling of telemetry and data services. These services include SCADA for
utilities and other critical infrastructure, AVL, as well as providing digital
data services to customers currently serviced in the 800 MHz band. While there
are other companies that provide SCADA and AVL products and services, the
Company believes that it offers a low cost, reliable competitive product from a
hardware cost and monthly service fee standpoint.

The ownership of the 220 MHz spectrum is highly fragmented, except for
several owners of 220 MHz nationwide licenses, and does not currently have the
critical mass to attract large numbers of users. Therefore, very few
competitors exist in this market.

New Technologies

The Company may also face competition from other technologies and
services, which are currently being introduced and may be introduced in the
future. The continued acceptance of the services the Company offers and
anticipates offering may be adversely affected by the developments and
availability of new technology.

However, the Company believes its integrated solution with the
GEOCommand suite of software products offer a unique public safety
communications solution.

Regulation

The licensing, operation, and acquisition of specialized mobile radio
systems in the United States, which includes 220-222 MHz systems, is regulated
by the FCC under the Communications Act of 1934, as amended (the Act) and
pursuant to the FCCs rules and related regulations.

Radio service utilizing the 800 MHz and 900MHz band was first licensed
in 1974. The FCC authorized the current 220 MHz service in 1991, seeking to
introduce a spectrum efficient narrowband service on one-fifth of the
frequency of conventional radio services, for example 5 kHz per channel, for
such services as dispatch and fleet communications. The FCC conducted this
Phase I licensing of frequencies by lotteries and by 1993, approximately
3,800 5-channel local and nationwide site specific FCC licenses had been awarded
through random selection. A Phase I licensees service area is defined by the
predicted service contour of its authorized base station or fixed station,
transmitting on frequencies in the 220-222 MHz band.

In 1997, the FCC restructured the licensing framework governing the 220
MHz Service by replacing the original Phase I lottery-licensing system with a
Phase II auction licensing process. Unlike the site specific Phase I licenses,
the service area for Phase II licenses to be awarded by auction were comprised
of defined geographic areas, which were based on Economic Areas (EAs)
developed by the Bureau of Economic Analysis of the U.S. Department of
Commerce. In addition to the EAs, the Phase II auctions would include licenses
for larger, regional areas called Economic Area Groupings (EAGs), which were
comprised of groupings of EAs and encompassed the sum total of all EAs.
Nationwide Phase II licenses also were awarded. In addition, the Phase II
licenses included more frequencies than the Phase I licenses, with EA licenses
receiving 10 channels each, EAG licenses receiving 15 channels, and nationwide
licenses comprised of 10 channels each. In all, the Phase II auction offered 3
nationwide licenses, 30 regional licenses (EAGs) and 875 EA licenses. These
licenses would overlay the existing Phase I licenses and would be subject to
certain interference protection criteria with the Phase I licenses.

In 1998, the FCC commenced the auction for Phase II 220 MHz licenses.
The Phase II auction was conducted in two tiers: the first auction, completed
in October 1998, resulted in the award of 908 220 MHz licenses; the second
auction, completed in June 1999, resulted in the award of 225 220 MHz licenses.

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Legislative Trends in the 220 MHz Radio
Service

In 1993, Congress passed the Omnibus Budget Reconciliation Act (Budget
Act) that amended the Act to categorize all mobile radio services as either
commercial mobile radio service (CMRS) or private mobile radio service
(PMRS). The FCC was then instructed to adopt consistent regulations for all
CMRS licensees and PMRS licenses, respectively. Previously, mobile wireless
services were regulated based on the title of the service, such as cellular or
SMR, and the associated frequencies utilized, and whether the service was being
offered by a common carrier. By categorizing mobile radio services more
precisely, Congress believed that similar services would be regulated in a
similar manner, thereby promoting competition in the marketplace.

The regulations relating to classification as a PMRS or a CMRS are
complex, and it is not certain at this time how the Companys future operations
will be classified. However, management does not believe that the CMRS and PMRS
regulations will have a material impact on our operations regardless of how we
are classified.

Regulatory Trends in the 220 MHz Radio
Service

In the late 1990s, the FCC initiated several rulemakings designed to
increase the use of 220 MHz spectrum and to expand the flexibility of licensees
in the 220 MHz service. In 1997, for example, the FCC revised its rules to
permit Phase II licensees to enter agreements for partitioning a licensees
geographical service area and/or disaggregating a licensees spectrum.
Partitioning contemplates dividing the service area between two geographic
areas, for example county lines, whereas disaggregation contemplates assigning
a portion of the licensed spectrum in the same geographic area to a
third-party. The partitioning and disaggregation rules were intended to
encourage use of the frequencies. The FCC believed these revisions would
encourage new competitors to enter the market, which in turn would spur a more
efficient use of the spectrum, and increase service to the public. The FCC
launched several rulemaking proceedings through the year 2000 to clarify the
rules and steps for partitioning and disaggregation.

In 1998, the FCC relaxed certain technical restrictions in the 220 MHz
band, to permit increased types of wireless services and business options in
the band. Thus, for example: the FCC provided that all 220 MHz nationwide and
non-nationwide Phase I and Phase II, government and non-governmental licensees,
including non-CMRS providers, would be permitted to operate fixed stations and
provide fixed communications and one-way and two-way paging services on a
co-primary basis, that is, not ancillary to primary land mobile operations. By
permitting fixed as well as mobile operations in the 220 MHz service, the FCC
sought to encourage 220 MHz licensees to compete more effectively in the
wireless communications marketplace and to broaden the array of services
available to consumers, while still providing for additional applications of
narrowband technology. Also as part of this effort to increase use of the 220
MHz band and improve competition in the marketplace, the FCC expanded the
eligibility rules for licensees in the 220 MHz band to include wire line
providers.

In keeping with this trend, in 1999, the FCC relaxed the filing
requirements for Phase I nationwide licensees, removing the requirement that
such licensees file applications or obtain separate licenses for individual
base stations within their nationwide systems, provided they maintain site
information in their station records and make such information available to other
licensees or the FCC on request.

Another regulatory trend has been reallocating and refarming of
spectrum to resolve interference issues. Refarming is an effort by the FCC to
achieve spectrum efficiency by reducing the allowable channel size used by radios.
The current radio bands are set up so frequencies used by different services
are interleaved within the band, which historically had resulted in
interference between the various services authorized by the band. In 2001, the
FCC launched an effort to refarm spectrum in the 800 MHz band, to reduce
interference between public safety and commercial systems in that band.

Business Trends in the 220 MHz Radio Service

The radio industry has undergone a tremendous level of consolidation in
the past decade, with Nextel Communications acquiring significant amounts of
800 MHz radio and 900 MHz radio spectrum. With respect to the newer 220-222 MHz
service, many licensees have focused on identifying customers and loading them
onto the 220 MHz systems to support system build-outs in accordance with FCC
service requirements. Certain 220 MHz service providers have focused on
acquiring licenses to complement their current authorized service area, either
through partitioning and disaggregation, or through the outright purchase of
FCC 220 MHz radio licenses.

Current Regulations in the 220 MHz Radio
Service

Phase I and Phase II licensees have different requirements with respect
to system construction and commencement of service operations. Phase I
nationwide licensees are required to construct their base stations and place
those base stations into operation in all geographic areas specified with the
application (including base stations in at least 28 urban areas specified by

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the FCC) within 10 years of the initial license grant. All Phase I
non-nationwide licensees were required to construct their systems and place
them in operation no later than August 16, 1996 (if systems modifications were
requested) or 12 months from their initial grant date. Any non-nationwide Phase
I Licenses that were not timely constructed are subject to forfeiture and their
associated frequencies are incorporated into the applicable overlaid Phase II
EA or EAG license. Phase I and Phase II licensees may be renewed on the
expiration of their respective license term upon showing that, during their
license term, they provided substantial service and they substantially
complied with applicable FCC rules and regulations.

With
respect to Phase II licenses, the FCC requires licensees to meet certain
benchmarks of service tied to issuing the license. Specifically, within five
years of the grant of a Phase II EA or EAG license, the licensee is required to
provide service to one-third of the population. Within the initial license
term, for example 10 years, the licensee must provide service to two -thirds of
the population within its geographic area. With respect to Phase II nationwide
licenses, within five years of license issuance, the licensee must provide coverage
to a composite area of at least 750,000 square kilometers or serve at least
37.5% of the United States population. Within 10 years, the Phase II nationwide
licensee must provide coverage to a composite area of at least 1,500,000 square
kilometers or serve at least 75% of the United States population. In the event
the Phase II nationwide licensee does not construct its system to meet these
respective thresholds, the FCC will automatically cancel the entire license,
and will not credit the licensee for any of the sites that it may have already
constructed. All 220 MHz licensees are also required to comply with the
technical requirements specified in the FCCs rules to ensure that their
systems do not cause unauthorized levels of interference to other licensees.
These Phase II licenses are issued for a period of ten years and are subject to
construction and operational requirements within five years and ten years from
the date of issuance.

Modem Regulation

For
operation in the United States, the Companys modems and base stations require
FCC acceptance prior to their sale. The FCC type acceptance is granted for
devices that demonstrate operation within mandated and tested performance
criteria. All of the Companys products requiring FCC type acceptance have been
granted such acceptance, other than the Companys 20 watt base stations.
Certain of our radio modems that operate in the FCC licensed frequency band
require licensing under Part 90 of the FCC Rules and Regulations, which must be
applied for by the end user of the Companys products. The Company cannot
assure customers will receive FCC licenses in the frequency spectrum for any
particular application, although all of the Companys current modems and base
stations have received all required licenses under Part 90.

700 MHz Spectrum

In
August 1998, the FCC adopted rules for licensing the largest block of spectrum
ever allocated at one time for public safety. The FCC established rules for
licensing 24 megahertz in the 700 MHz band and established a band plan for use
of this spectrum. In accordance with this rule, in January 1999, the FCC
established a Public Safety National Coordination Committee, or the NCC, to
advise it on issues relating to the use of the 700 MHz public safety spectrum.
The NCC was responsible for formulating a national interoperability plan,
recommending technical standards to achieve interoperability, and providing
policy recommendations on an advisory basis to the regional planning committees
in order to facilitate the development of coordinated plans.

The
NCC recommended that Project 25 be established as the interim interoperability
mode for digital voice communications in this new band. During January of 2001,
the FCC released its Fourth Report and Order in which Project 25 was chosen as
the interoperability standard. Subsequent FCC rulings established a timetable
for mandating the use of narrower channels in order to promote better spectrum
utilization. Specifically, the date of January 1, 2007 was established as the
date after which all radios that are FCC type certified, and all radios that
are sold for use in the 700 MHz band must include a mode that has an equivalent
6.25 kHz channel efficiency. This date was also established as the date after
which no 12.5 kHz licenses could be applied for. In 2005, the FCC delayed that
date until January 1, 2015. Legislation known as the Digital Television
Transition Act of 2005, as part of the Deficit Reduction Act of 2005, was
expected to set the date of February 17, 2009 as the date by which all
incumbent television broadcast stations must evacuate the 700 MHz spectrum,
thus freeing the spectrum for the exclusive use of public safety users. This
date once set (as February 17, 2009 was not ultimately used) will ensure the
opening of that spectrum for use in public safety systems. Management belives
the delay may improve opportunities for CX2 and others by providing an
immediate solution for a public safety network and when and if a broadband
public safety network is implemented it could improve the networks efficency
by offloading small data packets to allow more efficient use of the network.

Following
the FCCs adoption of rules for the establishment of a mandatory public/private
partnership between the D Block Licensee and the Public Safety Broadband
Licensee (the 700 MHz Public/Private Partnership), Auction 73 failed to
elicit a bid equal to or in excess of the reserve price. The FCC is revisiting
the rules governing the D Block spectrum in the 700 MHz band. GEOCommand
believes that incorporation of, and reliance upon, other frequency networks can
increase the

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spectrum
and cost efficiency of the contemplated 700 MHz broadband public safety
network, improve the business model for the 700 MHz Public/Private Partnership,
and enhance the quality, delivery and speed of public safety services.

The
technology exists now for public safety services to be provided initially over
other frequency networks and then linked to the 700 MHz broadband public safety
network as needed, when and if that network is up and operating. The key is for
the other networks either to operate with a common IP base (characteristic of
most modern networks), or to incorporate products (such as the GEOCommand
Dynamic Server) which are capable of translating data from a legacy network to
the 700 MHz broadband network.

Management
believe it also may be more cost effective to utilize other networks for
certain public safety services. The more narrowband frequency bands -- such as
220 MHz -- have superior propagation and coverage, in managements opinion. As
a result, the antenna and base stations for a narrowband network are more
widely spaced (and less expensive) than in a 700 MHz network.

Moreover,
it may be more spectrum efficient to deploy certain public safety services in more
suitable narrowband frequency networks. Short message applications, such as AVL
and sensor data, for example, can be deployed over a narrowband network and
must be always on to be effective. If these services are provided over the
broadband 700 MHz network, the licensee has less flexibility to manage the
network and must divert other uses of the network to permit the always on
services to proceed with continuous monitoring. This result is not as spectrum
efficient, particularly when commercial access to the 700 MHz network is
contemplated in the absence of emergencies.

In
order to derive the benefits from utilizing other networks, the performance and
coverage factors associated with such networks should count toward the
performance and coverage requirements imposed on the 700 MHz D Block licensee.
While precautions may be necessary to ensure that these benefits are not
abused, if threshold requirements are adopted and eligibility criteria defined,
the D Block licensee would have the proper incentives to make use of these
other networks without undermining the ultimate success of the nationwide 700
MHz broadband public safety network. On June 18, 2008, GEOCommand filed
comments with the FCC in WT Docket No. 06-150 and PS Docket No. 06-229 stating
how it believes CX2s technology would enhance the PSBN, and GEOCommands
comments have since been cited by the FCC in a public notice.

Summary

The
majority of the systems operated by our private customers will need to comply
with the rules and regulations governing what have traditionally been
characterized as private radio or private carrier communications systems.
Licenses are issued to use frequencies on either a shared or exclusive basis,
depending upon the frequency band in which the system operates. Some of the
channels designated for exclusive use are employed on a for-profit basis, and
other channels are used to satisfy internal communications requirements.

The
regulatory environment is inherently uncertain and changes in the regulatory
structure and laws and regulations can adversely affect us and our customers.
Such changes could make existing or planned products obsolete or unusable in
one or more markets, which could have a material adverse effect on us. The FCC,
through the Public Safety Wireless Advisory Committee, has considered
regulatory measures to facilitate a transition by public safety agencies to a
more competitive, innovative environment so that the agencies may gain access
to higher-quality transmission, emerging technologies, and broader services,
including interoperability. Depending on which of these proposed measures are
ultimately adopted, our operations may be favorably or adversely impacted.

Costs of Compliance with Environmental Laws

We
are not presently affected by and do not have any costs associated with
compliance with environmental laws.

Customers and Suppliers

For
the year ended March 31, 2009, three customers accounted for all of the
Companys sales(Kennedy Wireless Partners, L.L.P., Miami-Metro Wireless
Partners, L.L.P., and GEOCommand, Inc.). The Company purchases its modem boards
from Connor Winfield and boards for the base station from Diversified Systems.
Assembly is done internally by the Company. As such, the Company believes that
it has a concentration of credit risk within its receivables because of the
limited customer base.

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Intellectual Property and Research and Development

The
Company has no registered patents, trademarks or copyrights and no applications
for patents, trademarks or copyrights are pending. The Company utilizes
intellectual property licensed from GEOCommand pursuant to its agreement with
GEOCommand described above.

The
Company had research and development expenses of approximately $21,000 in
fiscal year 2009 for development of sensor integration with CX2 data modems and
integration with the GEOCommand Dynamic Server.

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.

Number of Employees

As
of March 31, 2009, we employed one person on a full-time basis, our Chief
Executive Officer/President. Successful implementation of our business plan
will result in the need to hire additional employees. We currently believe that
we will need to hire two sales employees and one engineering employee during
fiscal year 2010. Our personnel are not subject to any collective bargaining
agreements and management believes that its relationship with the Companys
personnel is good.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not
required to provide the disclosure required by this item, but has elected to
present the following risk factors in this filing.

Cautionary Note Regarding Forward-looking
Statements and Risk Factors

The Companys Form 10-K, any Form 10-Q or any Form 8-K of
the Company or any other written or oral statements made by or on behalf of the
Company may contain forward-looking statements which reflect the Companys current
views with respect to future events and financial performance. The words
believe, expect, anticipate, intends, estimate, forecast,
project, and similar expressions identify forward-looking statements. 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 products, services, developments or industry rankings;
any statements regarding future economic conditions or performance; any
statements of belief; and any statements of assumptions underlying any of the
foregoing. Such forward-looking statements are subject to risks and uncertainties
set forth from time to time in the Companys SEC reports and include, among
others, the Risk Factors below.

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.

Risk Factors

You should consider the following discussion
of risks as well as other information regarding our common stock. The risks and
uncertainties described below are not the only ones. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
also may impair our business operations. If any of the following risks actually
occur, our business could be harmed.

The Company Has Historically Lost Money And Expects Its
Losses Will Continue In The Future

Since
inception, CX2 has incurred operating losses. For the fiscal year ended March
31, 2009, the Companys net loss was $565,001. The Company expects that it will
incur operating losses for the anticipated future. No assurances can be given
that the Company will be successful in reaching or maintaining profitable
operations. Accordingly, the Company may experience liquidity and cash flow
problems. If the Companys losses continue, its ability to operate may be
severely impacted. The ongoing recession has affected the Company adversely by
increasing the difficulty of selling product and services to potential
customers who have decreased their overall capital expenses.

The Companys Auditors Have Expressed Doubt About The
Companys Ability To Continue As A Going Concern

The
Companys ability to continue as a going concern is an issue raised as a result
of the Companys $565,001 net loss in the fiscal year ended March 31, 2009,
marginal working capital and accumulated deficit. The Company continues to
experience

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net
operating losses. The Companys ability to continue in existence is dependent
on its ability to generate a profit and obtain necessary funding from outside
sources, including obtaining additional funding from the sale of its
securities, increasing sales or obtaining loans where possible. The going
concern increases the difficulty in meeting such goals and there can be no
assurances that such methods will prove successful.

The Company Does Not Have Sufficient Capital For Operations,
And A Failure To Obtain Additional Financing Will Preclude Its Ability To Stay
In Business And Become Profitable

The
Company will require additional capital. The Company currently does not have
customers to generate the cash flow needed to pay its general and
administrative expenses of approximately $50,000 a month, and will need to
obtain a significant number of customers before it will achieve a breakeven
level of operations. The Company currently does not have sufficient capital to
continue its operations. The Company cannot guarantee that additional financing
will be available on favorable terms, or at all. Any additional financings may
dilute the value and voting power of the common stock. The Company currently
has no bank borrowings or credit facilities, and it cannot guarantee that it
will be able to arrange any such debt financing or that such financing, if
available, will be on acceptable terms. If the Company cannot obtain adequate
funds, it cannot fund its expansion, take advantage of unanticipated
opportunities, develop or enhance services or products or otherwise respond to
market demands or to competitive pressures or market changes. More importantly,
the Company may never realize revenues sufficient to sustain its operations
and, the Company may fail in its business and cease operations.

We Are Dependent On OurRelationships With
GEOCommand And Bizcom For A
Substantial Portion Of Our Currently
Proposed Products And Licensed Intellectual
Property

We
have and continue to rely substantially on GEOCommand and Bizcom to provide us
with licensed intellectual property used in our proposed products, and also to
provide us with certain components of our proposed products. Our agreements
with GEOCommand and Bizcom provide limited terms for our licenses and our
ability to obtain components for our products, leading to increased risk for
us. If our relationships with GEOCommand or Bizcom were terminated, it may be
difficult for us to continue operations without locating replacements, which
may be costly, time consuming, or impossible to do. As described above, we no
longer believe that Bizcom has the right to license its intellectual property
to us. As a result, management plans to seek to obtain a new license for this
intellectual property from the third party that now owns it, although there can
be no assurance that we will be able to obtain such a license.

Uncertain Demand For The Companys Products May Cause
Revenues To Fall Short Of Expectations And Expenses To Be Higher Than Forecast
If The Company Needs To Incur More Marketing Costs

The Company is unable to forecast revenues with certainty because of
the unknown demand from consumers for its products. If demand for the Companys
products does not prove to be as great as anticipated, revenues may be lower
than expected and/or marketing expenses higher than anticipated, either of
which will increase the time and capital the Company needs to achieve a
profitable level of operations.

The Company May Acquire Other Companies, Which Will Reduce
Its Income In The Event The Company Is Not Able to Integrate Them Into Its
Existing Operations

As
part of the Companys business strategy, it may make acquisitions of, or
significant investments in, complementary companies, products or technologies.
Any such future acquisitions would be accompanied by the risks commonly
encountered in acquisitions of companies. The Company cannot guarantee that it
would be successful in overcoming these risks or any other problems encountered
with such acquisitions, and the Companys inability to overcome such risks
could have a material adverse effect on its business, financial condition and
results of operations.

New And Existing Competition May Gain Market Share And Limit
The Companys Potential Growth

The Company has great concern about competing firms entering its target
markets. The Company recognizes value in being the first-to-market in many
different geographical areas and market verticals especially since most of its
future location contracts are expected to be long-term in nature. There is no
assurance that new or existing competitors will not adversely affect the
Companys business.

The Companys Ability To Achieve Profitable Operations Is
Directly Tied To The Companys Ability To Attract And Retain Customers

13

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The
Company has no way of predicting whether its marketing efforts will be
successful in attracting customers, and acquiring substantial market share. If
the Companys marketing efforts fail, it may fail to attract customers, which
would adversely affect our business and financial results.

Limited Number of Successful Operators Within The 220 MHz
Wireless Industry

Although
the Companys initial management team, consultants and dealer partners have,
collectively, substantial 220 MHz wireless operational experience, the Company
has limited operating experience within the 220 MHz wireless industry.

Many
participants within the 220 MHz wireless industry concentrated their efforts
and capital expenditures initially on construction of 220 MHz operating systems
in advance of FCC construction deadlines and the later acquisition of
additional 220 MHz spectrum in subsequent FCC auctions. As such, they have had
only limited success to date in their marketing efforts to obtain subscribers
to their systems due to their lack of needed additional working capital for
marketing purposes and their inability to secure desired radio equipment
inventory from a former manufacturer of such equipment due to its own working
capital constraints. As a result, while there are a limited number of
successful 220 MHz wireless operators within select regional areas, many 220
MHz wireless industry participants have generated only minimal revenues, if
any, and have incurred and continue to incur losses.

We Cannot Assure Our Success In Our Planned Business
Operations

If
we are unable to raise additional capital, the Company will only be able to
continue its current operations for approximately one (1) to six (6) months
from the date of this filing. We have no current financing sources in place and
no assurances are given as to the availability of any financing, or if
available, the terms thereof.

We
anticipate that even in the event we are able to raise sufficient capital to
continue operations, such proceeds will not necessarily assure our success or
profitability in view of, among other factors, our limited operating history in
this business, the uncertainties associated with marketing emerging
technologies, and the capital intensive nature of the wireless data and voice
industry. We anticipate that profits, if any, will be derived through the sale
of digital base stations, modems and engineering services and support. We are
subject to all the substantial risks inherent in the development of a business
enterprise within a sector of the wireless data and voice industry that has
itself generated only limited revenues to date. Accordingly, no assurances can be
given that our business will ever be successful or that we will ever be or
remain profitable.

The Company Could Fail To Attract Or Retain Key Personnel,
Which Could Hamper Its Ability To Generate Income

The
Company has a single key employee who manages the Companys operations and, if
the Company were to lose this individuals services, it would negatively impact
the Companys operations. In addition, the Company needs to attract additional
high quality sales, technical and consulting personnel. To the extent the
Company is smaller than its competitors and has fewer resources, the Company
may not be able to attract the sufficient number and quality of staff.

The Company may enter into option agreements to acquire
select assets of other 220 MHz system owners/operators, which may include 220
MHz licenses

The
Company may enter into option agreements on terms to be negotiated to acquire
select assets of other 220 MHz system owners/operators, which may include 220
MHz licenses. The FCC requires the licensee of a 220 MHz license must maintain
substantial control over the use of such license. In the event the Company
may desire to acquire a 220 MHz license from a holder thereof and initially
obtain an option to acquire such license rather than purchase such license
outright. The license holder thereof may, in its sole discretion, fail to
cooperate with the Company concerning its intended usage thereof, such as to
expand the Companys networking or roaming capabilities. The Companys ability
to expand its operations and provide for further geographical coverage to its
networks users could be adversely effected in instances where licenses may be
acquired in this manner.We may assist interested parties in acquiring
licenses from license holders interested in selling their licenses.

Development Risks Generally

We
intend to grow primarily by (a) marketing to and obtaining customers in the
commercial and public safety/emergency disaster relief sectors to utilize the data communication
products offered and intended to be offered by us, thereby realizing revenues;
and (ii) purchasing select assets from 220 MHz network owners and product
providers. Development involves substantial risks, further enumerated herein,
including the risk: (a) that we will not acquire what we believe to be the
minimum critical mass of assets so as to develop any meaningful operations;
(b) that development costs will exceed budgeted or contracted amounts; (c) that
our marketing efforts to obtain customers will not proceed as rapidly as anticipated

14

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or
otherwise be successful; (d) that our products will not achieve desired revenue
or profitability levels; (e) that substantial additional financing, which will
be necessary, might not be available or if available, might not be on favorable
terms; (f) of changes in applicable laws, rules, regulations and
interpretations which may adversely effect our business and operations; (g)
that we may not be able to purchase desired select assets to expand our
operations due to competition, financial or other considerations or otherwise
successfully manage or integrate such asset purchases with our then operations;
(h) of competition from other 220 MHz network operators and product providers
as well as other providers of wireless communication services, many of the
latter of whom have substantially greater financial and other resources than
the Company; (i) the Company may not for whatever reason(s) be successful in
its marketing efforts to the Homeland Security/Public Safety sector; and (j) of
technology changes within the wireless communication industry and our potential
inability to adopt such changes to our product and service offerings if so
desired by prospective or then current customers either due to technology
constraints which may be inherent to 220 MHz band services, financial
constraints, or otherwise. There can be no assurances that we will be
successful in executing upon our business plan.

Industry Operating History; Uncertainty of Broad Based Market
Acceptance

Although
numerous 220 MHz networks are operational in the United States, including many
mom and pop network operators which produce minimal revenues, and fleet
operators, many other networks are operational in the sense that they were
constructed in advance of FCC construction deadlines, are available for
subscriber use, but are otherwise producing minimal or no subscriber revenues.
The 220 MHz wireless industry should therefore be viewed as having a less than
successful operating history subject to uncertainty concerning the operational viability
of available technology and its perceived suitability for targeted markets. The
success of our business may be affected by matters beyond our control,
including but not limited to changes in technology and equipment, equipment
costs, competition, future demand for our services and changes in economic
conditions, all of which can impact upon market acceptance. While management of
the Company believes, based upon its knowledge of the industry generally, that
there is a perceived need for the Companys services, and based upon informal
discussions had with certain public safety/emergency disaster relief industry
personnel, including within the emergency management services sector, no
assurance can be given that such perceived need for the Companys services is
correct.

Competition

The
wireless communications industry has been and continues to be highly
competitive, influenced by the introduction of new services by, and the
marketing and pricing activities of, industry participants. We will compete with
numerous other businesses engaged in the telecommunications industry which
market the same or similar services and products as those marketed and intended
to be marketed by the Company, many of which businesses have or may have
substantially greater capital and other resources than the Company.

The
greater financial resources of many cellular telephone, as well as 800 MHz,
service providers currently permit such entities to offer creative pricing and
incentive packages which we cannot presently offer and may not be able to offer
in the future. Improvements in technology may adversely impact the demand for
our services, which could adversely affect our operations. Other modes of
wireless communications such as cellular, specialized mobile radio (800 and 900
MHz), personal communications systems (PCS) and one-way paging are examples
of current competing technology. While we believe, due to the costs for such
services compared to the relatively low cost of 220 MHz service, that 220 MHz
service may be ideal for radio dispatch subscribers as well as other potential
end-users, no assurances can be given that we are correct in our belief, or
that the Company will be able to successfully compete.

We Depend On Third Party Manufacturers And Suppliers For
Components Of All Of The Products We Sell

We
have a relationship with GEOCommand for the supply of a significant portion of
the software components of our products, and two manufacturers
produce the hardware components of our products. While we also include an
internally-developed firmware component in our products, we would be unable to
sell certain of our products without the hardware and software provided by the
third party manufacturer and GEOCommand. Risks associated with our dependence
upon a third party manufacturing relationship include: (i) reduced control over
delivery schedules; (ii) lack of control over quality assurance; (iii) poor
manufacturing yields and high costs; (iv) potential lack of adequate capacity
during periods of excess demand; and (v) potential misappropriation of our
intellectual property.

We
do not know if we will be able to maintain our manufacturing and supply
relationships on favorable terms, if at all, or that our third party
manufacturers and suppliers will meet our requirements for quality, quantity or
timeliness. Our success depends in part on whether our third party
manufacturers and suppliers are able to fill the orders we place with them and
in a

15

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timely
manner. If our third party manufacturers and suppliers fail to satisfactorily
perform their contractual obligations or fill purchase orders we place with
them, we may be required to pursue replacement manufacturer relationships. If
we are unable to find replacements on a timely basis, or at all, we may be forced
to either temporarily or permanently discontinue the sale of some or all of our
products, which could expose us to legal liability, loss of reputation and risk
of loss or reduced profit. Finding new manufacturers that offer a similar type
of product would be a complicated and time consuming process and we cannot
assure you that if we ever need to find a new manufacturer for our products we
would be able to do so at all.

We
could also be adversely affected by an increase in our third party
manufacturers and suppliers prices for our product components or a significant
decline in our third party manufacturers and suppliers financial condition. If
the relationships with our third party manufacturers and suppliers are
terminated and we are not successful in establishing relationships with one or
more alternative manufacturers who offer similar services at similar prices,
our costs could increase or we could be forced to cease operations altogether.

We Depend On Our Internally Developed And Licensed Intellectual
Property

Our
success and ability to compete depends in part on the intellectual property
underlying our products, which includes some intellectual property developed by
our sole technical employee (who has not assigned his rights in any inventions
to the Company and is no longer employed by the Company), and intellectual
property licensed from GEOCommand under the Consulting Agreement, which does
not provide clear terms for this license, and from Bizcom under our agreements
with it. As described elsewhere, we no longer believe we have any rights to
intellectual property licensed from Bizcom, and are seeking to obtain an
alternate license for this intellectual property.

If
any of our competitors copy or otherwise gain access to the proprietary
technology underlying our products, or develop similar technologies
independently, we may not be able to compete as effectively. The measures we,
Bizcom and GEOCommand take to protect our technologies, and other intellectual
property rights, may not be adequate to prevent their unauthorized use.

If
we, Bizcom and GEOCommand are unable to protect our intellectual property, our
competitors could use our intellectual property to market products, services
and technologies similar to ours, which could reduce demand for our products,
services and technologies. We may be unable to prevent unauthorized parties
from attempting to copy or otherwise obtain and use our products or technology.
Policing unauthorized use of our technology is difficult, and we may not be
able to prevent misappropriation of our technology, particularly in foreign
countries where the laws may not protect our intellectual property as fully as
those in the United States. Others may circumvent the trade secrets, trademarks
and copyrights that we, Bizcom or GEOCommand currently or in the future own.
GEOCommand has patent protection with respect to certain of its technologies,
but there can be no assurance that any patents will adequately protect
GEOCommands intellectual property.

We Could Incur Substantial Costs Defending Our Intellectual
Property From Infringement By Others

Unauthorized
parties may attempt to copy aspects of our, Bizcoms and GEOCommands
proprietary products or to obtain and use our other proprietary information.
Litigation may be necessary to enforce our, Bizcoms or GEOCommands
intellectual property rights, to protect our trade secrets and to determine the
validity and scope of the proprietary rights of others. We may not have the
financial resources to prosecute any infringement claims that we may have. Any
litigation could result in substantial costs and diversion of resources with no
assurance of success.

We Could Incur Substantial Costs Defending Against Claims
That Our Products Infringe On The Proprietary Rights Of Others

The
scope of any intellectual property rights that we, Bizcom or GEOCommand have is
uncertain and may not be sufficient to prevent infringement claims against us
or claims that we have violated the intellectual property rights of third
parties. While we know of no basis for any claims of this type, the existence
of and ownership of intellectual property can be difficult to verify and we
have not made an exhaustive search of all patent filings. Competitors may have
filed applications for or may have been issued patents and may obtain
additional patents and proprietary rights relating to products or processes
that compete with or are related to our products and services. The scope and
viability of these patents, the extent to which we may be required to obtain
licenses under these patents or under other proprietary rights and the cost and
availability of licenses are unknown, but these factors may limit our ability
to market our products and services.

Third
parties could claim infringement by us with respect to any patents or other
proprietary rights that they hold, and we cannot assure you that we would
prevail in any such proceeding as the intellectual property status of our
current and future competitors products and services is uncertain. Any
infringement claim against us, whether meritorious or not, could be

16

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time-consuming,
result in costly litigation or arbitration and diversion of technical and
management personnel, or require us to develop non-infringing technology or to
enter into royalty or licensing agreements.

We
might not be successful in developing or otherwise acquiring rights to
non-infringing technologies. Royalty or licensing agreements, if required, may
not be available on terms acceptable to us, or at all, and could significantly
harm our business and operating results. A successful claim of infringement
against us or our failure or inability to license the infringed or similar
technology could require us to pay substantial damages and could harm our
business because we would not be able to continue selling our products without
incurring significant additional expense. In addition, to the extent we agree
to indemnify customers or other third parties against infringement of the
intellectual property rights of others, a claim of infringement could require
us to incur substantial time, effort and expense to indemnify these customers
and third parties and could disrupt or terminate their ability to use, market
or sell our products. Furthermore, GEOCommand, Bizcom and any other future
suppliers may not provide us with indemnification in the event that their
products are found to infringe upon the intellectual property rights of any
third parties, and if they do not, we would be forced to bear any resulting
expense.

Our Sales May Be Concentrated In Public Sector Markets That
Inherently Possess Additional Risks That Could Harm Our Business.

A
significant portion of our future revenue may be derived from sales to federal,
state, and local governments,. Sales to these government entities present risks
in addition to those involved in sales to commercial customers, including
potential disruptions due to appropriation and spending patterns, changes in
government personnel, political factors and the governments reservation of the
right to cancel contracts for its convenience. The bidding cycle for a request
for proposal and contract award stage can take six months to two years before a
contract is awarded and the government funding process for these systems can
delay the bidding cycle as well. We expect that sales to government entities
will increasingly be subject to competitive bidding requirements. This
intensified competition can be expected to result in lower prices, longer sales
cycles and lower margins. Further, our future sales to these domestic public
safety and public service entities may be substantially tied to Project 25
interoperability mandates and homeland security initiatives. Changes in
governmental budget priorities could result in decreased opportunities for us
to sell into this market segment.

We May Depend On Federal Government Contracts For A
Substantial Portion Of Our Future Revenues, And The Loss Of Federal Government
Contracts Or A Decline In Funding Of Existing Or Future Government Contracts
Could Adversely Affect Our Future Revenues.

A
substantial portion of our future revenues may be dependent upon continued
funding of federal government agencies, as well as continued funding of the
programs to be targeted by us. U.S. government contracts are subject to
termination for convenience by the government, as well as termination,
reduction, or modification in the event of budgetary constraints or any change
in the governments requirements. Further, our contract-related costs and fees,
including allocated indirect costs, may be subject to audits by the U.S.
government that may result in recalculation of contract revenues and
non-reimbursement of some contract costs and fees. In addition, if we act as a
subcontractor, the failure or inability of the prime contractor to perform its
prime contract may result in an inability to obtain payment of fees and
contract costs.

In
addition, government contract awards can be contested by other competing
contractors, which may result in delays in the commencement of our performance
and receipt of payments for our work under such contracts.

U.S.
government contracts are dependent upon the continuing availability of
congressional appropriations. Congress usually appropriates funds on a fiscal
year basis even though contract performance may take several years. Consequently,
at the outset of a major program, the contract is usually incrementally funded
and additional funds are normally committed to the contract by the procuring
agency as Congress makes appropriations for future fiscal years. Any failure of
such agencies to continue to fund such contracts could have a material adverse
effect on our operating results. These or other factors could cause federal
government agencies to shift their spending priorities, reduce their purchases
under contracts, to exercise their right to terminate contracts, or exercise
their right not to renew contracts, all of which may limit our ability to
obtain or maintain contract awards. Any of the aforementioned actions above
could adversely affect our future revenues.

Our Failure To Comply With, Or Changes In, Governmental
Regulation Could Adversely Affect Our Business And Operations.

Our
wireless communications and secured communications products, and the spectrum
within which these products are used, are subject to regulation, as will be our
future customers. In particular, our products are regulated by the FCC. The
regulatory environment is uncertain. Changes in the regulatory structure, laws
or regulations, or in the use or allocation of spectrum, could adversely affect
us or our future customers. Such changes could make our existing or planned
products obsolete or not

17

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sellable
in one or more markets, which could have a material adverse effect on us.
Further, our failure to comply in the future with applicable regulations could
result in penalties on us, such as fines or operational restrictions.

We May Be Unable To Meet The Rapid Technology Requirement
Required By Our Market.

Our
future products may be subject to development and other delays, and we cannot
assure you that we will not encounter difficulties, such as the inability to
assign a sufficient number of quality software and hardware engineers to key
projects or other unanticipated causes, that could delay or prevent the
successful and timely development, introduction and marketing of new products
or required product features. In addition, our products may be implemented by
certain third-party hardware and software. We cannot assure you that we will be
able to design, have manufactured, or procure from third parties, the hardware
and software necessary to successfully implement any new products and
applications.

Our Future Operations Will Depend Upon Our Ability And The
Resources Available To Respond To The Rapidly Evolving Technology And Customer
Requirements In The Markets In Which We Will Operate.

The
private wireless communications and secured communications markets in which we
may compete are rapidly evolving as a result of changing technology, industry
standards and customer requirements. Our ability to compete effectively will
depend upon our ability to anticipate and react to these changes in a timely
manner. We may not have adequate capital or human resources to respond to these
changes.

Part
of our success will depend on our ability to commercialize our products to
enable us to sell such solutions to other customers, including government and
commercial users. In addition, the rate of adoption of secure wireless data
communications systems by the U.S. Government is not certain. Delays in this
rate of adoption could adversely affect our future sales.

The Companys Common Stock Is A Penny Stock, Which May Make
It More Difficult For Investors To Sell Their Shares Due To Suitability
Requirements

The
Companys common stock is penny stock as that term is defined in Rule 3a51-1
promulgated under the Securities Exchange Act of 1934. These requirements may
reduce the potential market for the Companys common stock by reducing the
number of potential investors and by making broker-dealers less likely to
effect trades in the common stock. This may make it more difficult for
investors in the Companys common stock to sell shares to third parties or to
otherwise dispose of them. This could cause the Companys stock price to
decline. Penny stocks are stock:

|  |                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | With a price of less than
 $5.00 a share;                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                           
| | That are not traded on a
 recognized national exchange;                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                           
| | Whose prices are not
 quoted on the NASDAQ automated quotation system (NASDAQ listed stock must
 still have a price of not less than $5.00 a share); or                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                           
| | Issuers with net tangible
 assets less than $2.0 million (if the issuer has been in continuous operation
 for at least three years) or $5.0 million (if in continuous operation for
 less than three years), or with average revenues of less than $6.0 million
 for the last three years.

SEC Rule 15g-9 under the Securities Exchange Act of 1934 imposes
additional sales practice requirements on broker-dealers that recommend the
purchase or sale of penny stocks to persons other than those who qualify as an
established customer or an accredited investor. This includes the
requirement that a broker-dealer must make a determination on the
appropriateness of investments in penny stocks for the customer and must make
special disclosures to the customer concerning the risks of penny stocks.
Application of the penny stock rules to our common stock could affect the
market liquidity of the shares, which in turn may affect the ability of holders
of our common stock to resell the stock.

The Company Does Not Intend To Pay Any Dividends

The
Company has never declared or paid any cash dividends on its common stock. The
Company currently intends to retain any future profits from operations to fund
growth and does not expect to pay any dividends in the foreseeable future.

18

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ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, the Company is not
required to provide the disclosure required by this item.

ITEM 2. PROPERTIES

The
Companys principal executive offices are located at 3700 Airport Road, Suite
410B, Boca Raton, FL 33431, where the Company leases approximately 700 square
feet of office space. The Companys monthly payment is paid as part of the
payments due under the Consulting Agreement with GEOCommand, Inc. who is the
lessee. GEOCommands lease expires in May 2010, and the Company and GEOCommand
are affiliated as described above. Additional office space will be needed as
additional employees are hired and is expected to be available at the Companys
present location.The Companys
management believes that all facilities occupied by the Company are adequate
for present requirements, and that the Companys current equipment is in good
condition and is suitable for the operations involved. The Company vacated its
Burr Ridge, IL facility in February 2009 due to a lack of customers on the
network at that location.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to and none of our property is subject to any
material pending or threatened legal, governmental, administrative or judicial
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

No
matter was submitted to a vote of the Companys security holders during the
fourth quarter of the fiscal year covered by this Annual Report.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The
Companys Articles of Incorporation provide that the Company has the authority
to issue 205,000,000 shares of capital stock, which are currently divided into
two classes as follows: 200,000,000 shares of common stock, par value of $0.001
per share; and 5,000,000 shares of preferred stock, par value of $0.001 per
share. As of July 31, 2009, we had 22,557,210 outstanding shares of Common
Stock and no outstanding shares of Preferred Stock.

On
January 3, 2008, our common stock began being quoted on the OTCBB under the
symbol CXTO.OB. There is limited trading activity in our securities.

The
following table sets forth, for the fiscal quarters indicated, the high and low
sales prices for our common stock as reported on the OTCBB. The OTCBB
quotations are high and low last reported bid prices representing inter-dealer
prices without retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. The quotations may be rounded for
presentation. There is an absence of an established trading market for the
Companys common stock, as the market is limited, sporadic and highly volatile,
which may have affected the prices listed below.

|                           |  |   |      |  |   |      | 
|-------------------------- |  | - | ---- |  | - | ---- | 
|Year
 ended March 31, 2009 |  |   | High |  |   | Low  | 
|First quarter              |  | $ | 0.15 |  | $ | 0.02 | 
|Second quarter             |  | $ | 0.05 |  | $ | 0.01 | 
|Third quarter              |  | $ | 0.04 |  | $ | 0.01 | 
|Fourth quarter             |  | $ | 0.03 |  | $ | 0.01 | 

The
Company has never paid any cash dividends on its stock and does not plan to pay
any cash dividends in the foreseeable future.

As
of July 31, 2009, we had approximately 500 shareholders of record, exclusive of
shares held in street name.

Equity
Compensation Plans

The
Company does not have any equity compensation plans in place as of the date of
this report, and had no options, warrants or other convertible securities
outstanding as of that date.

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Sales
of Unregistered Securities

On
November 11, 2008, the Company issued 1,000,000 shares to Wall Street
Resources, Inc. in exchange for services rendered to the Company pursuant to
Wall Street Resources Consulting Agreement with the Company. These shares were
issued in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, the Company is not
required to provide the disclosure required by this item.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

CX2
Technologies, Inc. is engaged in the development and sale of its 220 MHz
digital wireless data communications technologies and related services.

The
Company currently markets CX2 branded data technology and services for use by
various commercial/industrial applications and the Homeland Security/Public
Safety sector. We believe that 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, 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. The Company cannot assure, however, that it is correct in such
a belief or that it will be successful in any of such efforts.

We
intend to grow primarily by (a) marketing efforts to the Homeland
Security/Public Safety sector; and (b) through the sale of CX2 data modems and
base stations to existing 220 MHz license holders. There can be no assurance
that we will be successful in executing our business plan.

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.

We
have no financing sources in place and no assurances are 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.

We
anticipate that even in the event we are able to raise sufficient capital to
continue our operations, such capital will not necessarily assure our success
or profitability in view of, among other factors, our limited operating history
in this business, the uncertainties associated with marketing emerging
technologies, and the capital intensive nature of the wireless data and voice
industry. We anticipate that revenues, if any, will be derived through the sale
of digital base stations, modems and engineering services and support. We are
subject to all the substantial risks inherent in the development of a business
enterprise within a sector of the wireless data and voice industry that has
itself generated only limited revenues to date. Accordingly, no assurances can
be given that our business will ever be successful or that we will ever be or
remain profitable.

The
Company is in our initial phase of operations with limited assets and capital.
For our fiscal year ended March 31, 2009, we had a net loss of $565,001.

We
believe that we will have to increase the number of our personnel over the next
approximately 6-12 months as our business expands due to the need to increase
our networking and marketing efforts.

Results of Operations

Financial
Presentation

The following sets forth a discussion and analysis of the Companys
financial condition and results of operations for the two years ended March 31,
2009 and 2008. This discussion and analysis should be read in conjunction with
our consolidated

20

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financial
statements appearing elsewhere in this Annual Report on Form 10-K. The
following discussion contains forward-looking statements. Our actual results
may differ significantly from the results discussed in such forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in Item 1A  Risk Factors of this
Annual Report on Form 10-K.

Year ended March 31, 2009 compared to year ended March 31, 2008

Revenues.Revenues
from operations for the year ended March 31, 2009 of $100,202 reflected an
increase of $19,052 over the year ended March 31, 2008, due to increased sales
of equipment, particularly base stations, and engineering/support services in
fiscal year 2009. Revenues in both years were minimal as the Company has not
yet fully commenced its operations and will not do so until additional capital
is raised.

Cost of Sales.There
were no cost of sales during the fiscal year ended March 31, 2009 due to the
Companys decision to adjust inventory that was considered obsolete during the
fiscal year ended March 31, 2008.

Operating Expenses.Operating
expenses decreased by $114,614 to $650,824 for the year ended March 31, 2009,
as compared to $765,438 for the year ended March 31, 2008. This decrease is
primarily due to the termination of an employee in January 2009.

Net Loss.
The Companys net loss was $565,001 in the year ended March 31, 2009, as
compared to a net loss of $2,355,457 in the year ended March 31, 2008. The
decrease in the net loss is primarily due to the fact that a large portion of
the loss during the fiscal year ended March 31, 2008 resulted from the
conversion of a promissory note.

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 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
additional subscribers can be obtained. 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.

At March 31, 2009, we had stockholders deficiency of $1,027,290, total
assets of $145,186 and total current liabilities of $1,172,476. For the year
ended March 31, 2009, we have incurred losses of $565,001 and for the year
ended March 31, 2009, we used cash in operations of $129,094. 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 such 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.

21

---



We have no off balance sheet arrangements.

Critical Accounting Policies and Estimates

Note 2 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.

Inventory

Inventory consists of communication devices which are valued at the
lower of cost or market with cost being determined on a first-in, first-out
basis. The inventory consisted exclusively of finished and unfinished units
purchased from a related party.

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. The Company does not believe that this concentration of
revenues and related licenses under which it will operate have significant risk
inasmuch as the services will be utilized by many unrelated businesses.

ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide
disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

The Companys audited financial statements and the notes thereto appear
in Part IV, Item 15, of this report.

ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On August 1, 2008, the Board of Directors of the Company dismissed Webb
& Company PA (Webb & Company), the registered independent public
accounting firm for the Company, as the Companys independent auditors
effective immediately.

In connection with the audit of the Companys financial statements for
the fiscal year ended March 31, 2008 and 2007, and through August 1, 2008,
there were no disagreements between the Company and Webb & Company on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which if not resolved to Webb & Companys
satisfaction, would have caused Webb & Company to make reference the
subject matter of the disagreement in connection with its audit reports on the
Companys financial statements. None of the reportable events set forth in Item
304(a)(1)(iv) of Regulation S-B occurred during the period in which Webb &
Company served as the Companys independent registered public accounting firm.

On August 1, 2008, the Board of Directors of the Company approved the
engagement of Jewett, Schwartz, Wolfe & Associates to serve as the
Companys independent registered public accounting firm for the Companys
fiscal year ended March 31, 2009. The decision to change the Companys
principal independent accountants was the result of the Board of Directors
determination that it was in the best interests of the Company.

ITEM 9A. CONTROLS AND
PROCEDURES

Under the supervision and with the participation of our management,
including our principal executive and 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 March 31, 2009. Based on that evaluation, our principal executive
and financial officer concluded that the design and operation of our disclosure
controls and procedures were effective in timely alerting him to material
information required

22

---



to be included in the Companys periodic reports filed with the SEC
under the Exchange Act. 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 procedure is
designed to provide a reasonable level of assurance that the objectives of the
system will be met.

Management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under
the Exchange Act. Internal control over financial reporting is a process
designed by, or under the supervision of, the principal executive and financial
officer, and effected by the board of directors and management to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
GAAP, including those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of assets, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with US GAAP and that receipts and
expenditures are being made only in accordance with authorizations of
management and the Board, and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with policies and procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the internal
control over financial reporting based on the framework in Internal Control 
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that
internal control over financial reporting was ineffective as of March 31, 2009,
in properly accounting for all accounts payable and accrued liabilities.

Management is aware that there is a lack of segregation of duties due
to the small number of employees dealing with general administrative and
financial matters. However, management has concluded that considering the
employees involved and the control procedures in place, the risks associated
with such lack of segregation are insignificant and the potential benefits of
adding employees to clearly segregate duties do not justify the expenses
associated with such increases.

This Annual Report does not include an attestation report of the
Companys current independent registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject
to attestation by the Companys current independent registered public
accounting firm pursuant to temporary rules of the SEC that permit the Company
to provide only managements report in this Annual Report.

There have been no changes in our internal control over financial
reporting or in other factors that could significantly affect internal controls
that occurred during the fiscal year ended March 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting. The Company believes that a control system, no matter
how well designed and operated, cannot provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.

ITEM 9B. OTHER INFORMATION

There were no items required to be disclosed in a report on Form 8-K
during the fourth quarter of the fiscal year ended March 31, 2009 that have not
been already disclosed on a Form 8-K filed with the SEC.

PART III

ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth as of the date hereof, except as
otherwise noted, the names, ages and positions held with respect to each
director, executive officer, and significant employee expected to make a
significant contribution to the Company:

|             |  |     |  |                                                 |  |      |  |                        
|------------ |  | --- |  | ----------------------------------------------- |  | ---- |  | -----------------------
|Name         |  | Age |  | Position                                        |  | Term |  | Period                 
|             |  |     |  |                                                 |  |      |  |                        
|Michael Rand |  | 48  |  | President,
 CEO, Secretary, Treasurer, Director |  | 1 yr |  | February
 2008 Present

23

---



All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to electing directors. The Board of Directors appoints
officers annually and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing committees at this
time and due to its small size does not believe that committees are necessary
at this time. As of the date of this filing the Companys sole director
fulfills the duties of an audit committee, and does not qualify as an audit
committee financial expert.

No director, officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state
or federal securities laws. There is no family relationship between any of our
executive officers and directors.

Mr. Rand, who took office with CX2 on February 29, 2008, has more than
12 years of experience in voice and data systems engineering. He has served as
Marketing Director of GEOCommand, Inc. since 2006. GEOCommand is the provider
of GEOCommand software, an off-the-shelf application suite for the homeland
security market. As part of Mr. Rands responsibilities at GEOCommand, he has
worked with CX2 Technologies on a homeland security and public safety project.
From 2004 to 2005, Mr. Rand was a Communications Systems Engineer with Larry
Smith Marine Electronics, where he designed voice and data networks and
satellite communications systems for luxury yachts. From 1999 to 2004, Mr. Rand
was a Senior Systems Engineer with Precision Response Systems, where he
engineered and supported a 485-seat call center. Mr. Rand holds a B.A. in
Theater Technology from Florida State University.

There have been no material changes to the procedures by which our
shareholders may recommend nominees to the Board of Directors during our last
fiscal year.

Code of Ethics

The Company has not yet adopted a Code of Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, comprising
written standards that are reasonably designed to deter wrongdoing and to
promote the behavior described in Item 406 of Regulation S-K promulgated by the
Securities and Exchange Commission. Due to the small size of the Company,
management does not believe such a code is needed at this time.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires the Companys directors,
executive officers and persons who own more than 10% of the Companys stock
(collectively, Reporting Persons) to file with the SEC initial reports of
ownership and changes in ownership of the Companys Common Stock. Reporting
Persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) reports they file. To the Companys knowledge, based solely
on its review of the copies of such reports received or written representations
from certain Reporting Persons that no other reports were required, the Company
believes that during its fiscal year ended March 31, 2009, all Reporting
Persons complied with all applicable filing requirements.

ITEM 11. EXECUTIVE
COMPENSATION.

The following table sets forth, for the fiscal years ended March 31,
2009 and 2008, certain information regarding the compensation earned by the
Companys named executive officers. No other executive officer received an
annual salary and bonus for fiscal year 2009 and 2008 in excess of $100,000
with respect to services rendered by any of such persons to the Company. Where
columns have been omitted from the Summary Compensation Table below, it is
because no such compensation was paid to the named executive officer during the
2008 or 2009 fiscal years.

|                          
|--------------------------
|SUMMARY COMPENSATION TABLE
|                          

|                              |  |              |      |             |   |            |  |                              |   |            |  |   |  |   |        | 
|----------------------------- |  | ------------ | ---- | ----------- | - | ---------- |  | ---------------------------- | - | ---------- |  | - |  | - | ------ | 
|Name and
 Principal
 Position |  | Fiscal
 Year |      | Salary
 ($) |   | Bonus
 ($) |  | All Other
 Compensation
 ($) |   | Total
 ($) | 
|                              |  |              |      |             |   |            |  |                              |   |            | 
|Michael
 Rand,                |  |              | 2009 |             | $ | 24,000     |  |                              |  |            |  |  |  | $ | 24,000 | 
|President                     |  |              | 2008 |             | $ | 2,000      |  |                              |  |            |  |  |  | $ | 2,000  | 
|and CEO                       |  |              |      |             |   |            |  |                              |   |            |  |   |  |   |        | 

24

---



Employment Agreements

None

Director Compensation

Members of the Board of Directors did not receive any cash or non-cash
compensation for their service as Directors during our 2009 and 2008 fiscal
years. The Company has no non-employee directors.

Compensation Committee Interlocks and Insider
Participation

As a smaller reporting company, the Company is not required to provide
the disclosure required by this item.

Compensation Committee Report

As a smaller reporting company, the Company is not required to provide
the disclosure required by this item.

ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth beneficial ownership information as of
July 31, 2009: (i) each of the Companys officers and directors, (ii) each
person who is known by the Company to own beneficially more than 5% of the outstanding
shares of common stock, and (iii) all of the Companys officers and directors
as a group. As of July 31, 2009, the Company had 22,557,210 shares of common
stock outstanding.

(a) Security ownership of certain beneficial owners:

|               |  |                                                               |  |                                         |  |                    
|-------------- |  | ------------------------------------------------------------- |  | --------------------------------------- |  | -------------------
|Title of Class |  | Name and Address                                              |  | Amount & Nature of
Beneficial Ownership |  | Percentage of Class
|               |  |                                                               |  |                                         |  |                    
|Common
 shares |  | BizCom
 U.S.A., Inc. 4550 Hazelton Lane Wellington,
 FL 33449 |  | 6,500,000                               |  | 27%                

(b)
Security Ownership of directors and executive officers:

None.

ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

During the past three (3) fiscal years, we have not entered into a
transaction, nor are any transactions currently proposed, with a value in
excess of $120,000 for our last three fiscal years with an officer, director or
beneficial owner of 5% or more of our common stock, or with any member of the
immediate family of any of the foregoing named persons or entities, except as
follows:

Sam D. Hitner, the former President and CEO, was the Director of
Finance for Bizcom U.S.A., Inc. from November 2004 until March 1, 2006 when he
became President and CEO of CX2 Technologies Inc. During his service to Bizcom
U.S.A., Inc. he was not an officer or Director of Bizcom. Since March 2006, he
conducted certain negotiations and transactions with Bizcom, including the
10-year Airtime Agreement and non-exclusive licensing agreement described
above. Such negotiations and transactions were effected at arms length as a
representative of a separate and discrete company.

During the year ended March 31, 2007, the Company purchased $232,500 of
finished goods inventory from Bizcom.

25

---



During the year ended March 31, 2008, a stockholder, Halody Consulting,
LLC, loaned the Company $546,068 for working capital. The loan bears interest
at 8% per annum and is payable on demand. This loan is convertible into common
stock at a conversion rate of $0.025 per share, and as of March 31, 2008,
$132,000 had been converted. The remaining amounts due under the loan have
since been forgiven.

Mr. Rand has loaned the Company $92,000 during the fiscal years ended
March 31, 2009 and 2008. This loan is interest free and is due in full six
months from the date of issuance.

Using the standards of the NASDAQ Capital Market, which listing
standards are not applicable to the Company, the Companys Board has determined
that its sole director would not qualify under such standards as an independent
director. The Company did not consider any relationship or transaction between
itself and Mr. Rand not already disclosed in this report in making this
determination.

ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Webb & Company, P.A. served as the Companys principal accountant
from September 1, 2006 through August 1, 2008. Their fees billed to the Company
for the past two fiscal years are set forth below:

|                   |  |      |        |      |   |        | 
|------------------ |  | ---- | ------ | ---- | - | ------ | 
|                   |  | 2009 |        | 2008 |  
|                   |  |      |        |      |   |        | 
|Audit Fees         |  | $    | 17,254 |      | $ | 39,353 | 
|                   |  |      |        |      |   |        | 
|Audit Related Fees |  |      |       |      |   |       | 
|                   |  |      |        |      |   |        | 
|Tax Fees           |  |      |       |      |   |       | 
|                   |  |      |        |      |   |        | 
|All Other Fees     |  |      |       |      |   |       | 
|                   |  |      |        |      |   |        | 
|Total Fees         |  | $    | 17,254 |      | $ | 39,353 | 
|                   |  |      |        |      |   |        | 

Jewett, Schwartz, Wolfe & Associates has served as the Companys
principal accountant since August 1, 2008. Their fees billed to the Company for
the past two fiscal years are set forth below:

|                   |  |      |        |      |  |   | 
|------------------ |  | ---- | ------ | ---- |  | - | 
|                   |  | 2009 |        | 2008 | 
|                   |  |      |        |      |  |   | 
|Audit Fees         |  | $    | 29,000 |      |  |  | 
|                   |  |      |        |      |  |   | 
|Audit Related Fees |  |      |       |      |  |  | 
|                   |  |      |        |      |  |   | 
|Tax Fees           |  |      |       |      |  |  | 
|                   |  |      |        |      |  |   | 
|All Other Fees     |  |      |       |      |  |  | 
|                   |  |      |        |      |  |   | 
|Total Fees         |  | $    | 29,000 |      |  |  | 
|                   |  |      |        |      |  |   | 

|  |                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Audit Fees                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                
|  | -Including fees for professional services for the audit of our annual
 financial statements and for the reviews of the financial statements included
 in each of our quarterly reports on Form 10-QSB and 10-Q.
|  |                                                                                                                                                                                                                
| | Audit Related Fees                                                                                                                                                                                             
|  |                                                                                                                                                                                                                
|  | -Consists of assurance related services by the independent auditors
 that are reasonably related to the performance of the                                                                                     

26

---



|  |                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------
|  | audit and
 review of our financial statements and are not included under audit fees.                                            
|  |                                                                                                                                 
| | Tax Fees                                                                                                                        
|  |                                                                                                                                 
|  | - These services included assistance regarding federal, state and
 local tax compliance and return preparation.                 
|  |                                                                                                                                 
| | All Other Fees                                                                                                                  
|  |                                                                                                                                 
|  | -Includes time and procedures related to change in independent
 accountants and research and assistance provided to the Company.

During its fiscal year ended March 31, 2009, the Company did not have
an Audit Committee and the Companys sole director pre-approved all fees of the
principal accountant. The Companys principal accountant did not engage any
other persons or firms other than the principal accountants full-time,
permanent employees.

PART IV

ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES

(a) The
following documents are filed as a part of this Report:

1. FINANCIAL
STATEMENTS - beginning on page F-1 of this Report:

- Independent
Auditors Report - Balance Sheet at March 31, 2009

- Jeweh, Wolfe, Schwartz &
Associates Independent
Auditors Report - Webb and Company, PA

- Statements
of Operations for the Years Ended March 31, 2009 and 2008

- Statements
of Stockholders Deficiency for the Years Ended March 31, 2009 and 2008

- Statements
of Cash Flows for the Year Ended March 31, 2009 and 2008

- Notes to
Financial Statements

2. EXHIBITS 

(except as otherwise indicated, all exhibits
were previously filed)

|          |                                                                                                                                                                                                                       
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # | Description                                                                                                                                                                                                           
|          |                                                                                                                                                                                                                       
|          |                                                                                                                                                                                                                       
|3.1       | Articles of Incorporation, incorporated by reference, filed with the
 Companys Form 10-SB on January 11, 2007.                                                                                                       
|          |                                                                                                                                                                                                                       
|3.2       | Bylaws, incorporated by reference, filed with the Companys Form
 10-SB on January 11, 2007.                                                                                                                          
|          |                                                                                                                                                                                                                       
|3.3       | Amendment to Articles of Incorporation, incorporated by reference,
 filed with the Companys Form 10-SB on January 11, 2007.                                                                                          
|          |                                                                                                                                                                                                                       
|3.4       | Amendment to Articles of Incorporation, incorporated by reference,
 filed with the Companys Form 10-SB on January 11, 2007.                                                                                          
|          |                                                                                                                                                                                                                       
|10        | 220-222 MHz Air Time Agreement, dated March 6, 2006, between Bizcom
 U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference, filed
 with the Companys Form 10-SB on January 11, 2007.                    
|          |                                                                                                                                                                                                                       
|10.1      | Asset Purchase Agreement, dated March 5, 2006, between Bizcom U.S.A.,
 Inc. and CX2 Technologies, Inc., incorporated by reference, filed with the
 Companys Form 10-SB on January 11, 2007.                          
|          |                                                                                                                                                                                                                       
|10.2      | Licensing Agreement and Asset Sale dated February 26, 2007, between
 Bizcom U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference,
 filed with the Companys Form 10-SB on January 11, 2007.             
|          |                                                                                                                                                                                                                       
|10.3      | First Amendment to 220-222 MHz Airtime Agreement dated March 19,
 2007, between Bizcom U.S.A., Inc. and CX2 Technologies, Inc., incorporated by
 reference, filed with the Companys Form 10-KSB on December 14, 2007.
|          |                                                                                                                                                                                                                       
|10.4      | Distributor Agreement with ESP Wireless Agreement dated June 4, 2006,
 incorporated by reference, filed with                                                                                                          

27

---



|      |                                                                                                                                                                                                                                                                                                           
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | the Companys Form 10-KSB on December 14, 2007.                                                                                                                                                                                                                                                           
|10.5  | Intentionally
 Omitted.                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                           
|10.6  | Consulting Agreement, dated January 25, 2008, by and between CX2
 Technologies, Inc. and GEOCommand, Inc., incorporated by reference, filed
 with the Companys Form 8-K on March 19, 2008.                                                                                                               
|      |                                                                                                                                                                                                                                                                                                           
|10.7  | Release Agreement, dated March 20, 2008, by and between CX2
 Technologies, Inc. and ESP Wireless Technology Group, Inc., incorporated by
 reference, filed with the Companys Form 8-K on June 11, 2008.                                                                                                  
|      |                                                                                                                                                                                                                                                                                                           
|10.8  | Settlement Agreement, dated as of June 2, 2008 and effective as of
 March 31, 2008, by and among CX2 Technologies, Inc., GEOCommand, Inc.,
 Michael Rand, Albert Koenigsberg, Halody Consulting, LLC and Peter Kirschner,
 incorporated by reference, filed with the Companys Form 8-K on June 11,
 2008.
|      |                                                                                                                                                                                                                                                                                                           
|10.9  | Redemption, Settlement and Release Agreement, dated June 6, 2008, by
 and among CX2 Technologies, Inc., Adam and Julie Reiser, Michael Rand, Albert
 Koenigsberg and Digital Dial, LLC, incorporated by reference, filed with the
 Companys Form 8-K on June 11, 2008.                                   
|      |                                                                                                                                                                                                                                                                                                           
|10.10 | Promissory Note dated May 23, 2008 issued by CX2 Technologies, Inc.
 in favor of Michael Rand in the principal amount of $40,500, filed herewith.                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                           
|10.11 | Promissory Note dated June 5, 2008 issued by CX2 Technologies, Inc.
 in favor of GEOCommand, Inc. in the principal amount of $14,113, filed
 herewith.                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                           
|10.12 | Promissory Note dated June 27, 2008 issued by CX2 Technologies, Inc.
 in favor of Les Hahn in the principal amount of $5,000, filed herewith.                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                           
|10.13 | Promissory Note dated July 17, 2008 issued by CX2 Technologies, Inc.
 in favor of Michael Rand in the principal amount of $23,050, filed herewith.                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                           
|10.14 | Financial Communications Consulting Agreement dated September 10,
 2008 by and between Wall Street Reources, Inc. and CX2 Technologies, Inc.,
 filed herewith.                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                           
|10.15 | Promissory Note dated February 27, 2009 issued by CX2 Technologies,
 Inc. in favor of Michael Rand in the principal amount of $18,450, filed
 herewith.                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                           
|10.16 | Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc.
 in favor of Albert Koenigsberg in the principal amount of $5,000, filed
 herewith.                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                           
|10.17 | Promissory Note dated March 31, 2009 issued by CX2 Technologies, Inc.
 in favor of GEOCommand, Inc. in the principal amount of $18,961, filed
 herewith.                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                           
|16.1  | Letter from Webb & Company PA dated August 6, 2008, incorporated
 by reference, filed with the Companys Form 8-K on August 7, 2008.                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                           
|31.1  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002 - Chief Executive and Financial Officer, filed herewith.                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                           
|32.1  | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002, filed herewith.                                                                                                                                                                                                                

Reports on
Form 8-K

On June 11, 2008, the Company filed a Form 8-K in which it announced
its entry into settlement agreements with ESP Wireless Technology Group, Inc.,
Peter Kirschner, Halody Consulting, LLC, Adam and Julie Reiser and Digital
Dial, LLC.

On August 7, 2008, the Company filed a Form 8-K in which it announced
the dismissal of Webb & Company, P.A., as its registered independent
accounting firm, and the engagement of Jewett, Schwartz, Wolfe & Associates
as the successor registered independent accounting firm.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: August
 13, 2009 | CX2
 Technologies. Inc.
|                       |                         | (Registrant)                                               
|                       |                         |                                                             |                  
|                       |                         | By:                                                         | /s/ Michael
 Rand
|                       |                         |                                                             |                  
|                       |                         |                                                            
|                       |                         | Michael
 Rand, Chief Executive Officer, Principal Executive
|                       |                         | and
 Financial Officer                                     

28

---



(JSW LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the
Board of Directors and Stockholders of 
CX2
TECHNOLOGIES, INC.

We have audited the accompanying balance sheet of CX2
Technologies, Inc. as of March 31, 2009 and the related statements of operations,
changes in shareholders equity and cash flows for the year then ended. These
financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our
audits provided a reasonable basis for our opinion.

In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial position of CX2
Technologies, Inc., as of March 31, 2009, and the results of their operations
and their cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

These financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has operating and liquidity concerns, has
incurred net losses
approximating $9,300,000 as of March 31, 2009. These factors raise substantial
doubt about the ability of the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties. In this regard, Management is proposing to raise any
necessary additional
funds through loans, additional sales of its common stock and to achieve
profitable operations. There is no assurance that the Company will be
successful in raising additional capital.

|                                          | 
|----------------------------------------- | 
|/s/
 Jewett, Schwartz, Wolfe & Associates | 
|                                          | 
|Jewett,
 Schwartz, Wolfe & Associates     | 

Hollywood,
Florida 
August
13, 2009

200 South Park Road, SUITE 150  HOLLYWOOD, FLORIDA
33021  TELEPHONE (954) 922-5885  FAX (954) 922-5957
MEMBER
 AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS  FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
PRIVATE COMPANIES PRACTICE
SECTION OF THE AICPA  REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT
BOARD OF THE SEC

F-1

---






F-2

---



|                      
|----------------------
|CX2 TECHNOLOGIES, INC.
|BALANCE SHEETS        
|                      
|                      

|                                                                                                                                                 |  |                 |            |                 |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- | ---------- | --------------- | - | ----------- | -
|                                                                                                                                                 |  | March 31,
 2009 |            | March 31,
 2008 |  
|                                                                                                                                                 |  |                 |            |                 |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|A S S E T S                                                                                                                                      |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Current Assets                                                                                                                                   |  |                 |            |                 |   |             |  
|Cash and cash equivalents                                                                                                                        |  | $               | 192        |                 | $ | 2,917       |  
|Notes receivable                                                                                                                                 |  |                 | 1,245      |                 |   |            |  
|Prepaid expense                                                                                                                                  |  |                 | 2,500      |                 |   |            |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Current Assets                                                                                                                             |  |                 | 3,937      |                 |   | 2,917       |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Property and Equipment, net                                                                                                                      |  |                 | 141,249    |                 |   | 193,540     |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Other Assets                                                                                                                                     |  |                 |            |                 |   |             |  
|Deposits                                                                                                                                         |  |                 |           |                 |   | 5,448       |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Other Assets                                                                                                                               |  |                 |           |                 |   | 5,448       |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Assets                                                                                                                                     |  | $               | 145,186    |                 | $ | 201,905     |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|L I A B I L I T I E S  A N D  S T O C K H O L D E R S  D E F I C I E N C Y                                                                      |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Current Liabilities                                                                                                                              |  |                 |            |                 |   |             |  
|Accounts payable and accrued expenses                                                                                                            |  | $               | 646,297    |                 | $ | 319,454     |  
|Notes payable - related parties                                                                                                                  |  |                 | 516,179    |                 |   | 852,450     |  
|Notes payable                                                                                                                                    |  |                 | 10,000     |                 |   |            |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Current Liabilities                                                                                                                        |  |                 | 1,172,476  |                 |   | 1,171,904   |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Liabilities                                                                                                                                |  |                 | 1,172,476  |                 |   | 1,171,904   |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Commitments and Contingencies                                                                                                                    |  |                 |           |                 |   |            |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Stockholders Deficiency                                                                                                                         |  |                 |            |                 |   |             |  
|Preferred stock, $0.001 par value;
 5,000,000 shares authorized, none issued and outstanding                                                     |  |                 |           |                 |   |            |  
|Common stock, $0.001 par value; 100,000,000
 shares authorized, 22,557,210 and 23,057,210 issued and outstanding in 2009
 and 2008, respectively |  |                 | 22,557     |                 |   | 23,057      |  
|Additional paid-in capital                                                                                                                       |  |                 | 8,290,332  |                 |   | 9,282,122   |  
|Accumulated deficit                                                                                                                              |  |                 | (9,340,179 | )               |   | (10,275,178 | )
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Stockholders Deficiency                                                                                                                   |  |                 | (1,027,290 | )               |   | (969,999    | )
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  
|Total Liabilities and Stockholders Deficiency                                                                                                   |  | $               | 145,186    |                 | $ | 201,905     |  
|                                                                                                                                                 |  |                 |            |                 |   |             |  

See accompanying notes to financial statements.

F-3

---



|                        
|------------------------
|CX2 TECHNOLOGIES, INC.  
|STATEMENTS OF OPERATIONS
|                        
|                        

|                                                                |  |                    |            |                |   |            |  
|--------------------------------------------------------------- |  | ------------------ | ---------- | -------------- | - | ---------- | -
|                                                                |  | For the Year Ended |           
|                                                                |  | March 31, 2009     |            | March 31, 2008 |  
|                                                                |  |                    |            |                |  
|                                                                |  |                    |            |                |   |            |  
|Revenue                                                         |  | $                  | 100,202    |                | $ | 81,150     |  
|Cost of
 sales                                                  |  |                    |           |                |   | 233,625    |  
|                                                                |  |                    |            |                |   |            |  
|Gross Profit                                                    |  |                    | 100,202    |                |   | (152,475   | )
|                                                                |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|Operating Expenses                                              |  |                    |            |                |   |            |  
|Selling,
 general and administrative                            |  |                    | 598,533    |                |   | 713,147    |  
|Depreciation
 and amortization                                  |  |                    | 52,291     |                |   | 52,291     |  
|                                                                |  |                    |            |                |   |            |  
|Total Operating Expenses                                        |  |                    | 650,824    |                |   | 765,438    |  
|                                                                |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|Loss from Operations                                            |  |                    | (550,622   | )              |   | (917,913   | )
|                                                                |  |                    |            |                |   |            |  
|Other Expense                                                   |  |                    |            |                |   |            |  
|Interest
 expense                                               |  |                    | (14,379    | )              |   | (41,544    | )
|Loss on
 conversion                                             |  |                    |           |                |   | (1,396,000 | )
|                                                                |  |                    |            |                |   |            |  
|Total Other Expense                                             |  |                    | (14,379    | )              |   | (1,437,544 | )
|                                                                |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                          |  |                    | (565,001   | )              |   | (2,355,457 | )
|                                                                |  |                    |            |                |   |            |  
|Provision
 for income taxes                                     |  |                    |           |                |   |           |  
|                                                                |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|Net Loss                                                        |  | $                  | (565,001   | )              | $ | (2,355,457 | )
|                                                                |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|Weighted Average Number of Shares Outstanding During the Period |  |                    | 23,553,100 |                |   | 18,349,237 |  
|                                                                |  |                    |            |                |   |            |  
|Basic and Diluted                                               |  |                    |            |                |   |            |  
|                                                                |  |                    |            |                |   |            |  
|Net Loss Per Share - Basic and Diluted                          |  | $                  | (0.02      | )              | $ | (0.13      | )
|                                                                |  |                    |            |                |   |            |  

See accompanying notes to financial statements.

F-4

---



|                                           
|-------------------------------------------
|CX2 TECHNOLOGIES, INC.                     
|STATEMENTS OF STOCKHOLDERS DEFICIENCY     
|For the Years Ended March 31, 2009 and 2008
|                                           
|                                           

|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|--------------------------------------------------------------------------------------------------------- |  | --------------- | - | ------------ | - | -------------------------- |  | ------------------- | ---------- | --------------------------------------- | - | ------ | - | - | ---------- | - | - | ----------- | - | - | ---------- | -
|                                                                                                          |  | Preferred Stock |   | Common Stock |   | Additional
Paid-in
Capital |  | Accumulated
Deficit |            | Total
Stockholders
Equity
(Deficiency) |  
|                                                                                                          |  |                 |   |              |   |                            |  |                    
|                                                                                                          |  | Shares          |   | Amount       |   | Shares                     |  | Amount              |            |                                         |   |       
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |           
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Balance, March 31, 2007                                                                                   |  |                 |  |              | $ |                           |  |                     | 17,747,210 |                                         | $ | 17,747 |   | $ | 7,729,432  |   | $ | (7,919,721  | ) | $ | (172,542   | )
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Common stock issued for cash ($1.00 per
 share)                                                           |  |                 |  |              |   |                           |  |                     | 5,000      |                                         |   | 5      |   |   | 4,995      |   |   |            |   |   | 5,000      |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Common stock issued in exchange for
 services ($0.001 per share)                                          |  |                 |  |              |   |                           |  |                     | 25,000     |                                         |   | 25     |   |   | 24,975     |   |   |            |   |   | 25,000     |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Common stock issued in connection with
 conversion of promissory note ($0.025 per share)                  |  |                 |  |              |   |                           |  |                     | 5,280,000  |                                         |   | 5,280  |   |   | 1,522,720  |   |   |            |   |   | 1,528,000  |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Net loss for the year ending March 31,
 2008                                                              |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   | (2,355,457  | ) |   | (2,355,457 | )
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Balance, March 31, 2008                                                                                   |  |                 |  |              |   |                           |  |                     | 23,057,210 |                                         |   | 23,057 |   |   | 9,282,122  |   |   | (10,275,178 | ) |   | (969,999   | )
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Common stock issued in exchange for
 services ($0.001 per share)                                          |  |                 |  |              |   |                           |  |                     | 1,000,000  |                                         |   | 1,000  |   |   | 39,000     |   |   |             |   |   | 40,000     |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Common stock reversed in connection with the technology license dated February 26, 2007 ($1.00 per share) |  |                 |  |              |   |                           |  |                     | (1,500,000 | )                                       |   | (1,500 | ) |   | (1,498,500 | ) |   | 1,500,000   |   |   |           |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Conversion of notes payable - related
 parties to equity                                                  |  |                 |  |              |   |                           |  |                     |           |                                         |   |       |   |   | 467,710    |   |   |             |   |   | 467,710    |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Net loss for the year ending March 31,
 2009                                                              |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   | (565,001    | ) |   | (565,001   | )
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  
|Balance, March 31, 2009                                                                                   |  |                 |  |              | $ |                           |  |                     | 22,557,210 |                                         | $ | 22,557 |   | $ | 8,290,332  |   | $ | (9,340,179  | ) | $ | (1,027,290 | )
|                                                                                                          |  |                 |   |              |   |                            |  |                     |            |                                         |   |        |   |   |            |   |   |             |   |   |            |  

See accompanying notes to financial
statements.

F-5

---



|                         
|-------------------------
|CX2 TECHNOLOGIES, INC.   
|STATEMENTS
 OF CASH FLOWS
|                         
|                         

|                                                                         |  |                     |          |                 |   |            |  
|------------------------------------------------------------------------ |  | ------------------- | -------- | --------------- | - | ---------- | -
|                                                                         |  | For the
 Year Ended |         
|                                                                         |  | March 31,
 2009     |          | March 31,
 2008 |  
|                                                                         |  |                     |          |                 |  
|Cash Flows From Operating
 Activities:                                   |  |                     |          |                 |   |            |  
|Net Loss                                                                 |  | $                   | (565,001 | )               | $ | (2,355,457 | )
|Adjustments to reconcile net loss to net
 cash used in operations        |  |                     |          |                 |   |            |  
|Depreciation                                                             |  |                     | 52,291   |                 |   | 52,291     |  
|Common stock issued in exchange for
 services                            |  |                     | 40,000   |                 |   | 25,000     |  
|Loss on conversion                                                       |  |                     |         |                 |   | 1,396,000  |  
|Provision for obsolete inventory                                         |  |                     |         |                 |   | 232,500    |  
|Changes in operating assets and liabilities:                             |  |                     |          |                 |   |            |  
|Notes receivable                                                         |  |                     | (1,245   | )               |   |           |  
|Prepaid expenses                                                         |  |                     | (2,500   | )               |   | 9,000      |  
|Deposits                                                                 |  |                     | 5,448    |                 |   |           |  
|Accounts payable and accrued expenses                                    |  |                     | 341,913  |                 |   | 212,483    |  
|Deferred revenue                                                         |  |                     |         |                 |   | (39,000    | )
|                                                                         |  |                     |          |                 |   |            |  
|Net Cash Used in
 Operating Activities                                   |  |                     | (129,094 | )               |   | (467,183   | )
|                                                                         |  |                     |          |                 |   |            |  
|                                                                         |  |                     |          |                 |   |            |  
|Cash Flows From Financing
 Activities:                                   |  |                     |          |                 |   |            |  
|Proceeds from note payable - related party                               |  |                     | 156,869  |                 |   | 554,068    |  
|Proceeds from notes payable                                              |  |                     | 14,000   |                 |   |            |  
|Repayment of note payable - related party                                |  |                     | (40,500  | )               |   | (102,682   | )
|Repayment of notes payable                                               |  |                     | (4,000   | )               |   |            |  
|Stock issued for cash, net of offering
 costs                            |  |                     |         |                 |   | 5,000      |  
|                                                                         |  |                     |          |                 |   |            |  
|Net Cash Provided by
 Financing Activities                               |  |                     | 126,369  |                 |   | 456,386    |  
|                                                                         |  |                     |          |                 |   |            |  
|                                                                         |  |                     |          |                 |   |            |  
|Net Decrease in Cash                                                     |  |                     | (2,725   | )               |   | (10,797    | )
|Cash at Beginning of Period                                              |  |                     | 2,917    |                 |   | 13,714     |  
|                                                                         |  |                     |          |                 |   |            |  
|Cash at End of Period                                                    |  | $                   | 192      |                 | $ | 2,917      |  
|                                                                         |  |                     |          |                 |   |            |  
|Supplemental Disclosure
 of Cash Flow Information:                       |  |                     |          |                 |   |            |  
|Cash paid for:                                                           |  |                     |          |                 |   |            |  
|Interest                                                                 |  | $                   | 13       |                 | $ |           |  
|                                                                         |  |                     |          |                 |   |            |  
|Taxes                                                                    |  | $                   |         |                 | $ |           |  
|                                                                         |  |                     |          |                 |   |            |  
|Supplemental Disclosure
 of Non-Cash Investing and Financing Activities: |  |                     |          |                 |   |            |  
|Conversion of promissory note to common
 stock                           |  | $                   |         |                 | $ | 132,000    |  
|                                                                         |  |                     |          |                 |   |            |  
|Conversion of notes payable - related
 parties to equity                 |  | $                   | 467,710  |                 | $ |           |  
|                                                                         |  |                     |          |                 |   |            |  
|Stock issued under terms of consulting
 agreement                        |  | $                   | 40,000   |                 | $ |           |  
|                                                                         |  |                     |          |                 |   |            |  

See accompanying notes to financial statements.

F-6

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 is
 engaged in the development, operation and management of 220 MHz digital
 wireless data communications services. In September 2006 the Company entered
 into a ten year Airtime Agreement for the exclusive use of minutes on 220 MHz
 Federal Communications Commission (FCC) licenses and the related equipment
 with a third party. This agreement allows the Company to operate throughout
 the entire United States and initially in the geographical areas of Florida,
 Illinois, Michigan and Texas, however, in late 2008, the Company learned that
 this third party no longer owned its FCC licenses and therefore the Company
 does not believe it continues to have any rights to use minutes under these
 licenses. The Company is no longer seeking to acquire 220 MHz licenses and
 related equipment from one or more other third parties.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | NOTE 2  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 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
 $565,001 and a negative cash flow from operations of $129,094 for the year
 ended March 31, 2009, a working capital deficiency of $1,168,539 and a
 stockholders deficiency of $1,027,290 as of March 31, 2009. 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 plans in this regard are to further pursue its business plan
 relating to the operation and management of its 220 MHz digital wireless data
 communications services and to seek financing through private offerings of
 its stock. The financial statements do not include any adjustments that might
 result from the outcome of this uncertainty.                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Property
 and equipment, consisting of computer equipment, office furniture and
 equipment, is recorded at acquisition cost and depreciated using the
 straight-line method over the estimated useful lives of the assets, which is
 presently five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
 Company has adopted Statement of Financial Accounting Standards (SFAS) No.
 142 Goodwill and Other Intangible Assets as of April 1, 2005. Intangible
 assets are recorded at acquisition cost, which is considered to be fair value
 per SFAS No. 142. Certain of the Companys intangible assets which were
 acquired in March, 2006 are licensing agreements that will be amortized over
 the term of the ten year agreements. The method of amortization shall reflect
 the pattern in which the economic benefits of the intangible asset are
 consumed or otherwise used up. If that pattern cannot be reliably determined,
 a straight-line amortization method shall be used. The Company reviews these
 intangible assets periodically to assess whether the carrying amount will be
 fully recovered through estimated future operating cash flows. An impairment
 loss is recorded if the carrying amount exceeds the present value of the
 estimated future cash flows.                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
 Company follows the provisions of Staff Accounting Bulleting (SAB) No. 104
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-7

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 March 31, 2009 there
 were no common stock equivalents outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Certain
 amounts in the fiscal year 2008 financial statements have been reclassified
 to conform to the 2009 fiscal year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The
 Company considers all highly liquid investments with an original maturity of
 three months or less to be cash equivalents. At March 31, 2009, cash and cash
 equivalents include cash on hand and cash in the bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Recent
 accounting pronouncements that the Company has adopted or that it will be
 required to adopt in the future are summarized below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Accounting Standards Codification and the Hierarchy of
 Generally Accepted Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In
 June 2009, the Financial Accounting Standards Board (FASB) issued Statement
 No. 168, The FASB Accounting Standards Codification and the Hierarchy of
 Generally Accepted Accounting Principles (SFAS No. 168). SFAS No. 168 will
 become the single source of authoritative nongovernmental U.S. generally
 accepted accounting principles (GAAP), superseding existing FASB, American
 Institute of Certified Public Accountants (AICPA), Emerging Issues Task
 Force (EITF), and related accounting literature. SFAS No. 168 reorganizes
 the thousands of GAAP pronouncements into roughly 90 accounting topics and
 displays them using a consistent structure. Also included is relevant
 Securities and Exchange Commission guidance organized using the same topical
 structure in separate sections. SFAS No. 168 will be effective for financial
 statements issued for reporting periods that end after September 15, 2009.
 This statement will have an impact on the Companys financial statements
 since all future references to authoritative accounting literature will be
 references in accordance with SFAS No. 168. The Company is currently
 evaluating the effect on its financial statement disclosures since all future
 references to authoritative accounting literature will be references in
 accordance with the Codification.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In
 May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS No. 165).
 This Statement establishes general standards of accounting for and
 disclosures of events that occur after the balance sheet date but before
 financial statements are issued or are available to be issued. It requires
 the disclosure of the date through which an entity has evaluated subsequent
 events and the basis for that date and is effective for interim and annual
 periods ending after June 15, 2009. We are currently assessing the impact of
 the adoptions of SFAS 165, if any, on our financial position, results of
 operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Interim Disclosure about Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In
 April 2009, the FASB issued FASB Staff Position FSP No. SFAS 107-1 and APB
 28-1,Interim Disclosures about Fair Value of Financial Instruments. The FSP
 amends SFAS No. 107 to require disclosures about fair values of financial
 instruments for interim reporting periods as well as in annual financial
 statements. The FSP also amends Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-8

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Principles
 Board Opinions APB Opinion No. 28 to require those disclosures in
 summarized financial information at interim reporting periods. This FSP
 becomes effective for interim reporting periods ending after June 15, 2009,
 with early adoption permitted for periods ending after March 15, 2009. The
 adoption of the FSP is not expected to have a material impact on our
 financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Employers Disclosures about Postretirement Benefit Plan
 Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 December 2008, the Financial Accounting Standards Board (FASB) issued FASB
 Staff Position on Financial Accounting Standard (FSP FAS) No. 132(R)-1,
 Employers Disclosures about Postretirement Benefit Plan Assets. This FSP
 amends FASB Statement No. 132(R) (SFAS No. 132(R)), Employers Disclosures
 about Pensions and Other Postretirement Benefits, to provide guidance on an
 employers disclosures about plan assets of a defined benefit pension or
 other postretirement plan. FSP FAS No. 132(R)-1 also includes a technical
 amendment to SFAS No. 132(R) that requires a nonpublic entity to disclose net
 periodic benefit cost for each annual period for which a statement of income
 is presented. The required disclosures about plan assets are effective for
 fiscal years ending after December 15, 2009. The technical amendment was
 effective upon issuance of FSP FAS No. 132(R)-1. The Company is currently
 assessing the impact of FSP FAS No. 132(R)-1 on its financial position and
 results of operations.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Disclosures by Public Entities (Enterprises) about
 Transfers of Financial Assets and Interests in Variable Interest Entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R)-8,
 Disclosures by Public Entities (Enterprises) about Transfers of Financial
 Assets and Interests in Variable Interest Entities. This FSP amends SFAS No.
 140, Accounting for Transfers and Servicing of Financial Assets and
 Extinguishments of Liabilities, to require public entities to provide
 additional disclosures about transfers of financials assets. FSP FAS No.
 140-4 also amends FIN No. 46(R)-8, Consolidation of Variable Interest
 Entities, to require public enterprises, including sponsors that have a
 variable interest entity, to provide additional disclosures about their
 involvement with a variable interest entity. FSP FAS No. 140-4 also requires
 certain additional disclosures, in regards to variable interest entities, to
 provide greater transparency to financial statement users. FSP FAS No. 140-4
 is effective for the first reporting period (interim or annual) ending after
 December 15, 2008, with early application encouraged The adoption of this
 statement is not expected to have a material effect on the Companys future
 reported financial position or results of operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Accounting for an Instrument (or an Embedded Feature) with
 a Settlement Amount That is Based on the Stock of an Entitys Consolidated
 Subsidiary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 November 2008, the FASB issued FSP Emerging Issues Task Force (EITF) Issue
 No. 08-8, Accounting for an Instrument (or an Embedded Feature) with a
 Settlement Amount That is Based on the Stock of an Entitys Consolidated
 Subsidiary. EITF No. 08-8 clarifies whether a financial instrument for which
 the payoff to the counterparty is based, in whole or in part, on the stock of
 an entitys consolidated subsidiary is indexed to the reporting entitys own
 stock. EITF No. 08-8 also clarifies whether or not stock should be precluded
 from qualifying for the scope exception of SFAS No. 133, Accounting for
 Derivative Instruments and Hedging Activities, or from being within the
 scope of EITF No. 00-19, Accounting for Derivative Financial Instruments
 Indexed to, and Potentially Settled in, a Companys Own Stock. EITF No. 08-8
 is effective for fiscal years beginning on or after December 15, 2008, and
 interim periods within those fiscal years. The Company does not currently
 have any such instrument. The adoption of this statement is not expected to
 have a material effect on the Companys future reported financial position or
 results of operations.        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Accounting for Defensive Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 November 2008, the FASB issued EITF Issue No. 08-7, Accounting for Defensive
 Intangible Assets. EITF No. 08-7 clarifies how to account for defensive
 intangible assets subsequent to initial measurement. EITF No. 08-7 applies to
 all defensive intangible assets except for intangible assets that are used in
 research and development activities. EITF No. 08-7 is effective for
 intangible assets acquired on or after the beginning of the first annual
 reporting period beginning on or after December 15, 2008. The Company is
 currently assessing the impact of EITF No. 08-7 on its financial position and
 results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Equity Method Investment Accounting Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 November 2008, the FASB issued EITF Issue No. 08-6 (EITF No. 08-6), Equity
 Method Investment Accounting Considerations. EITF No. 08-6 clarifies
 accounting for certain transactions and impairment considerations involving
 the equity method. Transactions and impairment dealt with are initial
 measurement, decrease in investment value, and change in level of ownership
 or degree of influence. EITF No. 08-6 is effective on a prospective basis for
 fiscal years beginning on or after December 15, 2008. The Company is
 currently assessing the impact of EITF No. 08-6 on its financial position and
 results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Determining the Fair Value of a Financial Asset When the
 Market for That Asset is Not Active                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair Value
 of a Financial Asset When the Market for That Asset is Not Active. This FSP
 clarifies the application of SFAS No. 157, Fair Value Measurements, in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-9

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a
 market that is not active. The FSP also provides examples for determining the
 fair value of a financial asset when the market for that financial asset is
 not active. FSP FAS No. 157-3 was effective upon issuance, including prior
 periods for which financial statements have not been issued. The impact of
 adoption was not material to the Companys financial condition or results of
 operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Issuers Accounting for Liabilities Measured at Fair Value
 with a Third-Party Credit Enhancement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
 September 2008, the FASB issued EITF Issue No. 08-5 (EITF No. 08-5),
 Issuers Accounting for Liabilities Measured at Fair Value with a
 Third-Party Credit Enhancement. This FSP determines an issuers unit of
 accounting for a liability issued with an inseparable third-party credit enhancement
 when it is measured or disclosed at fair value on a recurring basis. FSP EITF
 No. 08-5 is effective on a prospective basis in the first reporting period
 beginning on or after December 15, 2008. We have not yet completed our
 assessment of the impact EITF No. 08-5 will have on the presentation of our
 financial condition, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Disclosures about Credit Derivatives and Certain
 Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation
 No. 45; and Clarification of the Effective Date of FASB Statement No. 161                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
 September 2008, the FASB issued FSP FAS No. 133-1, Disclosures about Credit
 Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133
 and FASB Interpretation No. 45; and Clarification of the Effective Date of
 FASB Statement No. 161. This FSP amends FASB Statement No. 133, Accounting
 for Derivative Instruments and Hedging Activities, to require disclosures by
 sellers of credit derivatives, including credit derivatives embedded in a
 hybrid instrument. The FSP also amends FASB Interpretation No. 45,
 Guarantors Accounting and Disclosure Requirements for Guarantees, Including
 Indirect Guarantees of Indebtedness of Others, to require and additional
 disclosure about the current status of the payment/performance risk of a
 guarantee. Finally, this FSP clarifies the Boards intent about the effective
 date of FASB Statement No. 161, Disclosures about Derivative Instruments and
 Hedging Activities. FSP FAS No. 133-1 is effective for fiscal years ending
 after November 15, 2008. The adoption of this statement is not expected to
 have a material effect on the Companys future reported financial position or
 results of operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Determining Whether Instruments Granted in Share-Based
 Payment Transactions Are Participating Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
 June 2008, the FASB issued EITF Issue No. 03-6-1, Determining Whether
 Instruments Granted in Share-Based Payment Transactions Are Participating
 Securities. EITF No. 03-6-1 addresses whether instruments granted in
 share-based payment transactions are participating securities prior to
 vesting and, therefore, need to be included in the earnings allocation in
 computing earnings per share under the two-class method. The EITF 03-6-1
 affects entities that accrue dividends on share-based payment awards during
 the awards service period when the dividends do not need to be returned if
 the employees forfeit the award. EITF 03-6-1 is effective for fiscal years
 beginning after December 15, 2008. The Company is currently assessing the
 impact of EITF 03-6-1 on its financial position and results of operations.                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Determining Whether an Instrument (or an Embedded Feature)
 Is Indexed to an entitys Own Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
 June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an
 Instrument (or an Embedded Feature) Is Indexed to an Entitys Own Stock.
 EITF 07-5 provides that an entity should use a two step approach to evaluate
 whether an equity-linked financial instrument (or embedded feature) is indexed
 to its own stock, including evaluating the instruments contingent exercise
 and settlement provisions. It also clarifies on the impact of foreign
 currency denominated strike prices and market-based employee stock option
 valuation instruments on the evaluation. EITF 07-5 is effective for fiscal
 years beginning after December 15, 2008. The Company is currently assessing
 the impact of EITF 07-5 on its financial position and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Accounting for Financial Guarantee Insurance Contractsan
 interpretation of FASB Statement No. 60                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
 May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
 Insurance Contracts  an interpretation of FASB Statement No. 60. This
 statement requires that an insurance enterprise recognize a claim liability
 prior to an event of default (insured event) when there is evidence that
 credit deterioration has occurred in an insured financial obligation. SFAS
 No. 163 also clarifies how SFAS No. 60 applies to financial guarantee
 insurance contracts, including the recognition and measurement to be used to
 account for premium revenue and claim liabilities to increase comparability
 in financial reporting of financial guarantee insurance contracts by
 insurance enterprises. SFAS No. 163 is effective for financial statements
 issued for fiscal years beginning after December 15, 2008, and all interim
 periods within those fiscal years, except for some disclosures about the
 insurance enterprises risk-management activities of the insurance enterprise
 be effective for the first period (including interim periods) beginning after
 issuance of SFAS No. 163. Except for those disclosures, earlier application
 is not permitted.                    

F-10

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Accounting for Convertible Debt Instruments That May Be
 Settled in Cash upon Conversion (Including Partial Cash Settlement)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 May 2008, the FASB issued FSP Accounting Principles Board (APB) Opinion No.
 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
 Cash upon Conversion (Including Partial Cash Settlement). The FSP clarifies
 the accounting for convertible debt instruments that may be settled in cash
 (including partial cash settlement) upon conversion. The FSP requires issuers
 to account separately for the liability and equity components of certain
 convertible debt instruments in a manner that reflects the issuers
 nonconvertible debt (unsecured debt) borrowing rate when interest cost is
 recognized. The FSP requires bifurcation of a component of the debt,
 classification of that component in equity and the accretion of the resulting
 discount on the debt to be recognized as part of interest expense in our
 statement of operations. The FSP requires retrospective application to the
 terms of instruments as they existed for all periods presented. The FSP is
 effective for fiscal years beginning after December 15, 2008 and early
 adoption is not permitted. The Company does not currently have any such
 instrument. The adoption of this statement is not expected to have a material
 effect on the Companys future reported financial position or results of
 operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Hierarchy of Generally Accepted Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
 Accounting Principles. SFAS No. 162 identifies the sources of accounting
 principles and the framework for selecting the principles used in the
 preparation of financial statements. SFAS No. 162 is effective 60 days
 following the SECs approval of the Public Company Accounting Oversight Board
 amendments to AU Section 411, The Meaning of Present Fairly in Conformity
 with Generally Accepted Accounting Principles. The implementation of this
 standard will not have a material impact on the Companys financial position
 and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Determination of the Useful Life of Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful
 Life of Intangible Assets, which amends the factors that should be
 considered in developing renewal or extension assumptions used to determine
 the useful life of intangible assets under SFAS No. 142 Goodwill and Other
 Intangible Assets. The intent of this FSP is to improve the consistency
 between the useful life of a recognized intangible asset under SFAS No. 142
 and the period of the expected cash flows used to measure the fair value of
 the asset under SFAS No. 141 (revised 2007) Business Combinations and other
 U.S. generally accepted accounting principles. The Company is currently
 evaluating the potential impact of FSP FAS No. 142-3 on its financial
 statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Disclosure about Derivative Instruments and Hedging
 Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 March 2008, the FASB issued SFAS No. 161, Disclosure
 about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133. This statement requires
 that objectives for using derivative instruments be disclosed in terms of
 underlying risk and accounting designation. The Company was required to adopt
 SFAS No. 161 on January 1, 2009. The Company is currently evaluating the
 potential impact of SFAS No. 161 on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Delay in Effective Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 February 2008, the FASB issued FSP FAS No. 157-2, Effective Date of FASB
 Statement No. 157. This FSP delays the effective date of SFAS No. 157 for
 all nonfinancial assets and nonfinancial liabilities, except those that are
 recognized or disclosed at fair value on a recurring basis (at least
 annually) to fiscal years beginning after November 15, 2008, and interim
 periods within those fiscal years. The impact of adoption was not material to
 the Companys financial condition or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Business Combinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In
 December 2007, the FASB issued SFAS No. 141(R) Business Combinations. This
 Statement replaces the original SFAS No. 141. This Statement retains the
 fundamental requirements in SFAS No. 141 that the acquisition method of
 accounting (which SFAS No. 141 called the purchase
 method) be used for all business combinations and for an acquirer
 to be identified for each business combination. The objective of SFAS No.
 141(R) is to improve the relevance, and comparability of the information that
 a reporting entity provides in its financial reports about a business
 combination and its effects. To accomplish that, SFAS No. 141(R) establishes
 principles and requirements for how the acquirer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | a.
 Recognizes and measures in its financial statements the identifiable assets
 acquired, the liabilities assumed, and any noncontrolling interest in the
 acquiree.b. Recognizes and measures the goodwill acquired in the business
 combination or a gain from a bargain purchase.c. Determines what information
 to disclose to enable users of the financial statements to evaluate the
 nature and financial effects of the business combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | This
 Statement applies prospectively to business combinations for which the
 acquisition date is on or after the beginning of the first annual reporting
 period beginning on or after December 15, 2008 and may not be applied before
 that date. The                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-11

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Company
 is unable at this time to determine the effect that its adoption of SFAS No.
 141(R) will have on its results of operations and financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Noncontrolling Interests in Consolidated Financial
 Statementsan amendment of ARB No. 51                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In
 December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated
 Financial Statements  an amendment of ARB No. 51. This Statement amends the
 original Accounting Review Board (ARB) No. 51 Consolidated Financial
 Statements to establish accounting and reporting standards for the
 noncontrolling interest in a subsidiary and for the deconsolidation of a
 subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
 ownership interest in the consolidated entity that should be reported as
 equity in the consolidated financial statements. This Statement is effective
 for fiscal years and interim periods within those fiscal years, beginning on
 or after December 15, 2008 and may not be applied before that date. The
 adoption of this statement is not expected to have a material effect on the
 Companys future reported financial position or results of operations.               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Fair Value Option for Financial Assets and Financial
 Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In
 February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
 Financial Assets and Financial Liabilities  Including an amendment of SFAS
 No. 115, which becomes effective for the Company on February 1, 2008,
 permits companies to choose to measure many financial instruments and certain
 other items at fair value and report unrealized gains and losses in earnings.
 Such accounting is optional and is generally to be applied instrument by
 instrument. The election of this fair-value option did not have a material
 effect on its financial condition, results of operations, cash flows or
 disclosures.                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In
 September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS
 No. 157 provides guidance for using fair value to measure assets and
 liabilities. SFAS No. 157 addresses the requests from investors for expanded
 disclosure about the extent to which companies measure assets and
 liabilities at fair value, the information used to measure fair value and the
 effect of fair value measurements on earnings. SFAS No. 157 applies whenever
 other standards require (or permit) assets or liabilities to be measured at
 fair value, and does not expand the use of fair value in any new
 circumstances. SFAS No. 157 is effective for financial statements issued for
 fiscal years beginning after November 15, 2007 and was adopted by the Company
 in the first quarter of fiscal year 2008. There was no material impact on the
 Companys results of operations and financial condition due to the adoption
 of SFAS No. 157.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Accounting Changes and Error Corrections                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In
 May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
 Corrections, which replaces APB Opinion No. 20, Accounting Changes, and
 SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements -
 An Amendment of APB Opinion No. 28. SFAS No. 154 provides guidance on the
 accounting for and reporting of accounting changes and error corrections, and
 it establishes retrospective application, or the latest practicable date, as
 the required method for reporting a change in accounting principle and the
 reporting of a correction of an error. SFAS No. 154 is effective for
 accounting changes and corrections of errors made in fiscal years beginning
 after December 15, 2005. The Company adopted SFAS No. 154 in the first
 quarter of fiscal year 2007 and did not have a material impact on its results
 of operations and financial condition.                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | NOTE
 3  PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                               |  |      |         |      |   |         | 
|------------------------------ |  | ---- | ------- | ---- | - | ------- | 
|                               |  | 2009 |         | 2008 |  
|                               |  |      |         |      |  
|                               |  |      |         |      |   |         | 
|Communications equipment       |  | $    | 200,000 |      | $ | 200,000 | 
|Office and computer
 equipment |  |      | 61,456  |      |   | 61,456  | 
|                               |  |      |         |      |   |         | 
|                               |  |      | 261,456 |      |   | 261,456 | 
|Less accumulated
 depreciation |  |      | 120,207 |      |   | 67,916  | 
|                               |  |      |         |      |   |         | 
|Property and equipment, net    |  | $    | 141,249 |      | $ | 193,540 | 
|                               |  |      |         |      |   |         | 

| |                                                                               
| | ------------------------------------------------------------------------------
| | Depreciation expense was
 $52,291 for the years ended March 31, 2009 and 2008.

F-12

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTE
 4  USE OF 220 MHz LICENSES AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On
 March 5, 2006, the Company agreed to purchase certain 220 MHz FCC licenses
 and related hardware and software for the initial planned operation of such
 licenses in certain geographical areas of Florida, Illinois, Michigan and
 Texas from a third party owner of such assets, Bizcom U.S.A., Inc.
 (Bizcom). As part of this transaction the Company issued 5,000,000 shares
 of Common Stock with a fair value of $5,000,000 (based on a recent cash
 offering price) to Bizcom. Due to certain security covenants placed on the
 sale of these licenses, Bizcom was unable to conclude the sale to the
 Company.                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On
 March 6, 2006, the Company executed a ten year 200-220 MHz Airtime Agreement,
 which was subsequently amended effective March 19, 2007 (as amended, the Air
 Time Agreement), for the non-exclusive use of five hundred million minutes
 on all of the Bizcom FCC licenses. The Air Time Agreement required payment by
 CX2 of a monthly user fee of $4,000, which was subsequently eliminated when
 the Air Time Agreement was amended in March 2007, and also provided for the
 retention of the 5 million previously issued shares by Bizcom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On
 February 26, 2007, CX2 and Bizcom entered into a Licensing Agreement &
 Asset Sale (the Licensing Agreement), pursuant to which CX2 acquired from
 Bizcom a non-exclusive license to its wireless digital data intellectual
 property for cash payments and 1,500,000 shares of common stock, which were
 not issued. This license granted the Company the right to use Bizcom
 proprietary technologies without restriction, including rights to further
 develop the existing technology or new technology, which new development
 would be owned by CX2. In addition, CX2 bought from Bizcom all of its digital
 base station equipment and associated assets both deployed on the Chicago
 network and in inventory. The inventory included all digital base stations,
 RRM boards and connective cabling, combiners, racks, antennas, maintenance
 equipment, lab equipment, and office equipment, at the Companys Burr Ridge
 offices in Illinois, together with any such equipment in any Bizcom storage
 facility in Illinois.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | NOTE 5  NOTES PAYABLE-RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Debt
 due to related parties as of March 31, 2009 and 2008 consists of the
 following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                                                                                      |  |      |         |      |  |         | 
|--------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ------- | 
|                                                                                                                      |  | 2009 |         | 2008 | 
|                                                                                                                      |  |      |         |      | 
|                                                                                                                      |  |      |         |      |  |         | 
|Promissory note to a related party, payable in monthly installments of
 $25,000. Interest calculated at 5% per annum. |  |      | 391,106 |      |  | 376,740 | 
|                                                                                                                      |  |      |         |      |  |         | 
|Unsecured notes payable to related parties. These notes are payable on
 demand with no interest.                      |  |      | 125,073 |      |  | 8,000   | 
|                                                                                                                      |  |      |         |      |  |         | 
|Unsecured note payable to a shareholder. This note is payable on
 demand with interest at 8% per annum.               |  |      |        |      |  | 467,710 | 
|                                                                                                                      |  |      |         |      |  |         | 
|                                                                                                                      |  |      | 516,179 |      |  | 852,450 | 
|Less current portion of long term notes payable                                                                       |  |      | 516,179 |      |  | 852,450 | 
|                                                                                                                      |  |      |         |      |  |         | 
|Total                                                                                                                 |  |      |        |      |  |        | 
|                                                                                                                      |  |      |         |      |  |         | 

| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the year ended March
 31, 2009, related parties loaned the Company $156,869 for working capital
 purposes. These loans are unsecured, due on demand and bear no interest.

F-13

---



|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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, and collection is
 pending.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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 has another
 non-exclusive license agreement with Bizcom which provides 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
 $391,000 as of March 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | During
 the years ended March 31, 2009 and 2008, related parties loaned the Company
 $156,869 and $8,000, respectively, for working capital purposes. These loans,
 which total $125,073, at March 31, 2009, are unsecured, due on demand and
 bear no interest. See Note 5 for additional information on related party
 notes payable. The Company also owes Geo-Command, Inc., in connection with a
 management consulting contract, a total of $225,000 as of March 31, 2009.
 This total is included in accounts payable and accrued expenses in the
 accompanying financial statements.On June 2, 2008, the promissory notes
 payable and accrued interest to a related party of $467,710 were forgiven by
 a stockholder and recorded as contributed to capital.During the year ended
 March 31, 2008, a stockholder loaned the Company $441,210 for working
 capital.                       

F-14

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|                              
|------------------------------
|CX2 TECHNOLOGIES, INC.        
|NOTES TO
 FINANCIAL STATEMENTS
|As of
 March 31. 2009 and 2008
|                              
|                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTE 9 
 INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The
 Company utilizes the liability method of accounting for income taxes as set
 forth in SFAS 109, Accounting for Income Taxes. Under the liability method,
 deferred taxes are determined based on the differences between the financial
 statement and tax basis of assets and liabilities using enacted tax rates in
 effect in the years in which the differences are expected to reverse. Income
 tax expense for the years ended March 31, 2009 and 2008 are summarized as
 follows:

|        |  |         |   |          |   |       |  |   |   | 
|------- |  | ------- | - | -------- | - | ----- |  | - | - | 
|2009    |  | Current |   | Deferred |   | Total | 
|        |  |         |   |          |   |       | 
|        |  |         |   |          |   |       |  |   |   | 
|Federal |  | $       |  |          | $ |      |  | $ |  | 
|State   |  |         |  |          |   |      |  |   |  | 
|Foreign |  |         |  |          |   |      |  |   |  | 
|        |  |         |   |          |   |       |  |   |   | 
|2008    |  | Current |   | Deferred |   | Total | 
|        |  |         |   |          |   |       | 
|        |  |         |   |          |   |       |  |   |   | 
|Federal |  | $       |  |          | $ |      |  | $ |  | 
|State   |  |         |  |          |   |      |  |   |  | 
|Foreign |  |         |  |          |   |      |  |   |  | 

| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Income
 tax expense for the year ended March 31, 2009 and 2008 differed from the
 amounts computed by applying the statutory U.S. Federal corporate income tax
 rate of 34% and state income tax at a rate of 5.5% to income before income
 tax benefit as a result of the following:

|                                                       |  |      |          |      |   |          |  
|------------------------------------------------------ |  | ---- | -------- | ---- | - | -------- | -
|                                                       |  | 2009 |          | 2008 |  
|                                                       |  |      |          |      |  
|                                                       |  |      |          |     
|Expected income tax
 expense (benefit) from operations |  | $    | (214,418 | )    | $ | (886,358 | )
|Permanent
 differences                                 |  |      |         |      |   |         |  
|Valuation allowance                                    |  |      | 214,418  |      |   | 886,358  |  
|                                                       |  |      |          |      |   |          |  
|Total                                                  |  | $    |         |      | $ |         |  
|                                                       |  |      |          |      |   |          |  

| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The effects of the
 temporary differences that gave rise to significant portions of deferred tax
 assets and liabilities at March 31, 2009 and 2008 are as follows:

|                                            |  |      |            |      |   |            |  
|------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                            |  | 2009 |            | 2008 |  
|                                            |  |      |            |      |  
|Deferred
 tax assets:                       |  |      |            |      |   |            |  
|Net operating loss
 carryforwards (benefit) |  | $    | (4,080,967 | )    | $ | (3,866,549 | )
|Total gross deferred tax
 assets            |  |      | 4,080,967  |      |   | 3,866,549  |  
|Less valuation allowance                    |  |      | 4,080,967  |      |   | 3,866,549  |  
|Net deferred tax assets                     |  | $    |           |      | $ |           |  

| |                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 Company has net operating loss carryforwards of $9,340,179 and $10,275,178 as
 of March 31, 2009 and 2008, respectively. These carryforwards begin to expire
 in 2025. The valuation allowance at March 31, 2009 was $4,080,967. The net
 change in the valuation allowance for the year ended March 31, 2009 and 2008
 was an increase of $214,418 and $866,358, respectively.
| |                                                                                                                                                                                                                                                                                                                                                                                     
| | NOTE 10  CONCENTRATION OF CREDIT RISKS                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                     
| | Customers                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                     
| | For
 the year ended March 31, 2009, two customers accounted for all of the
 Companys sales. The Company purchases its radios primarily from one vendor.
 As such, the Company believes that it has a concentration of credit risk
 within its receivables because of the limited customer base.                                                                                    

F-15

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