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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(MARK ONE)

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

For the annual period ended March 31, 2011

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

For the transition period from ______to _______

Commission File Number 0-52396

Green Equity Holdings,
Inc.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 20-2889663                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

1015 W. Newport Center Drive, Suite 105 Deerfield Beach,
FL 33442(Address of principal executive offices)

(954) 573-1709Registrant's telephone
number

CX2 Technologies Inc.(Former name, former address and
former fiscal year, if changed since last report)

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, $0.0001 par value per share

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

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 
Yes [ x ] No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (S.232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
  
Yes [ x ] 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. 
Yes [   ] No [ x ]

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

|Large accelerated filer [   ]   | Accelerated filer [   ]    
|------------------------------- | ---------------------------
|Smaller reporting company [ x ] | Non-accelerated filer [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). 
Yes [   ] No [ x ]

The issuers
  revenues for its most recent fiscal year were none.

The aggregate market value of voting and non-voting stock held
by non-affiliates of the registrant as of March 31, 2011 (based on the closing
price of the registrants common stock on the OTCBB on March 31, 2011) was
approximately worth $230,533.

There were 75,222,210 outstanding shares of Common Stock as of
March 31, 2011.

1

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GREEN EQUITY HOLDINGS, INC. 
  (Formerly CX2
Technologies, Inc.)INDEX

|PART
      I                                                                                                                     | 3            
|-------------------------------------------------------------------------------------------------------------------------------- | -------------
|                                                                                                                                 |              
|Item
      1. Business                                                                                                           | 3            
|Item
      1A. Risk Factors                                                                                                      | 4            
|Item
      2. Properties                                                                                                         | 6            
|Item
      3. Legal Proceedings                                                                                                  | 6            
|Item
      4. Removed and Reserved                                                                                               | 6            
|Item
      5. Submission of Matters To A Vote of Securities Holders                                                              | 7            
|                                                                                                                                 |              
|PART
      II                                                                                                                    | 7            
|                                                                                                                                 |              
|Item
      5. Market for Registrants Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities | 7            
|Item
      6. Selected Financial Data                                                                                            | 7            
|Item
      7. Managements Discussion and Analysis of Financial Condition and Results
      of Operations                        | 7            
|Item
      7A. Quantitative and Qualitative Disclosures About Market Risk                                                        | 10           
|Item
      8. Financial Statements and Supplementary Data                                                                        | 10           
|Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure                         | 10           
|Item
      9A. Controls and Procedures                                                                                           | 10           
|Item
      9B. Other Information                                                                                                 | 10           
|                                                                                                                                 |              
|PART
      III                                                                                                                   | 11           
|                                                                                                                                 |              
|Item
      10. Directors, Executive Officers and Corporate Governance                                                            | 11           
|Item
      11. Executive Compensation                                                                                            | 12           
|Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters              | 13           
|Item
      13. Certain Relationships and Related Transactions and Director
      Independence                                    | 13           
|Item
      14. Principal Accountant Fees and Services                                                                            | 14           
|                                                                                                                                 |              
|PART IV                                                                                                                          | 14           
|                                                                                                                                 |              
|Item
      15. Exhibits and Financial Statement Schedules                                                                        | 14           
|Signatures                                                                                                                       | 26           
|Financial
      Statements                                                                                                       | 16
       26

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PART I

**ITEM 1: **BUSINESS****

**Historical** **Overview**

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

As of March 31, 2010, the Company has technically discontinued
operations in the emergency telemetry software-mapping and design business due
to changes in the technology and marketability for its CX2 Technologies, Inc.
branded devices and its intellectual properties, but will try and continue
competing in this industry partnering with its related affiliate known as Geo
Command. Since March 31, 2010, the Company has entered into a definitive stock
purchase agreement and established a selling price for the remaining control of
[50%] the Companys treasury stock and its financial affairs that was
unavailable to the general public in the open market.

On November 16, 2005, the Company changed its name to CX2
Technologies, Inc. On May 10, 2006, the Company commenced its business
operations in the State of Florida. Effective July 1, 2010, there was a change
of control of the Company business objective was refocused on the energy
industry. Effective August 16, 2010, the Company changed its name to Green
Equity Holdings, Inc.

Subsequent to the name change, the Company has accomplished
entering into the high growth energy industry by entering into the following
letters of intent:

Effective September 2010, pursuant to its new strategy the
company entered into a letter of intent to enter into a joint venture with
Strategic Energy Supplies Corporation (SESC) to build and operate not less
than three (3) grease trap plants within the next twelve months. Currently, SESC
is in the process of establishing its first plant for operations in Raleigh,
North Carolina.

Effective October 8, 2010, the Company entered into a
definitive agreement with Evolution Fuels, Inc. to be a 50% member in their
fully owned bio diesel plant in Durant, Oklahoma for $125,000. According to the
letter of agreement, the Company has invested $35,000 thus far with the balance
to be paid upon closing. The Company also agreed to assist in financing capital
improvements to the Durant Plant totaling $1,375,000 beginning January 2011.

Effective March 30, 2011, the Company has entered into a formal
letter of intent with Remington Energy of Houston, Texas for the purchase of two
oil and gas properties valued in excess of $2,000,000 located in Nueces County,
Texas. The terms of the agreement provide for the purchase of two oil and gas
leases:

(1) Oil, Gas and Mineral Lease consisting of 250 acres known as
the Wilson Lease since January of 1934 proclaimed to S.F. Hurlbut as recorded in
Volume 15, Page 608 of the Oil and Gas Lease Records of Nueces County, Texas;
and

(2) Oil, Gas and Mineral Lease consisting of 5 acres along the
Nueces River that is part of a Gas Pooling Unit since September 1966. The tract
is part of 80 acres dated December 1950 conveyed from the State of Texas to F.
William Carr as recorded in Volume 116, Page 100 of the Oil and Gas Lease
Records of Nueces County, Texas.

The terms include all producing and non-producing and shut-in
oil and gas wells located on the leases, together with mineral leaseholds and
interests in contracts, pipelines, right-of-ways or easements created by such
leases, and all material, fixtures such as personal property and equipment
associated with such Wells. The Wilson Lease has one well which produces
approximately 3,000 mcf of natural gas per month.

The Company agreed to acquire the Wilson Lease for a price of
$2,000,000 and assumption of various debts associated with the Lease as
consideration for the purchase, the Company will issue a combination of capital
stock, promissory notes and cash. The price will be adjusted if both parties
agree subject to revisions based on a satisfactory reserve report.

Effective March 29, 2011, the Company entered into the sale and
assignment of liabilities for certain assets known as the CX2 Technologies, Inc.
segment. The assets and liabilities disposed of consist of approximately $49,738
of assets and $845,613 of liabilities in consideration of

3

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1,500,000 shares of common stock issued by the Company having a
value of approximately $15,000. The company realized approximately
$399.288 income from the sale of its discontinued operations.

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, Green Equity Holdings has incurred operating
losses. For the fiscal year ended March 31, 2011, the Companys net loss from
operations was $567,353. 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 Substantial 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 $567,353 net loss from operations in
the fiscal year ended March 31, 2011, marginal working capital and accumulated
deficit. The Company continues to experience 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.

4

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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, 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 have a significant number
of customers before it will breakeven.

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 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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;

5

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- 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.

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 1015
W. Newport Center Drive, Suite 105 Deerfield Beach, FL 33442 where the Company
leases approximately 500 square feet of office space. The Companys monthly
payment is paid as part of the payments for legal services with the Jean-Pierre
Law Office that expires in December 2011.

In November of 2010, the Company entered into a 60-month
operating lease for 8,400 square feet of warehouse and office space located at
3305 Anvil Place in Raleigh, NC beginning November 1, 2010 and ending November
30, 2015 for rent in the amount of $4,800 per month, exclusive of recurring
utility expenses. This lease commitment was included in the transfer of assets
and liabilities associated with discontinued operations.

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: REMOVED AND RESERVED

Effective March 30, 2011, a signed release with Empire, LP
legally relinquishes the Company from approximately $208,500 worth of
accumulated debts issued in the form of convertible promissory notes for
contractual services with GEO Command, Inc.

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

6

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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 1,450,000,000 shares of capital stock, which
are currently divided into two classes as follows: 950,000,000 shares of common
stock, par value of $0.0001 per share; and 50,000,000 shares of preferred stock,
par value of $0.0001 per share. As of March 31, 2011, we had 75,222,210
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, 2011 |   | High  |  |   | Low   | 
|------------------------- | - | ----- |  | - | ----- | 
|First quarter             | $ | 0.028 |  | $ | .0028 | 
|Second quarter            | $ | 0.03  |  | $ | 0.03  | 
|Third quarter             | $ | 0.07  |  | $ | 0.05  | 
|Fourth quarter            | $ | 0.01  |  | $ | .0060 | 

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 March
31, 2011, 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.

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.

The following is a general discussion and analysis of our
financial condition and results of operations for the twelve months ended March
31, 2011 that could have a significant effect on reporting financial statements
in the future.

7

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Caution Regarding Forward-Looking
Information

All statements contained in this Form 10-K, other than
  statements of historical facts, that address future activities, events or
  developments are forward-looking statements, including, but not limited to,
  statements containing the words "believe," "expect," "anticipate," "intends,"
  "estimate," "forecast," "project," and similar expressions. All statements other
  than statements of historical fact are statements that could be deemed
  forward-looking statements, including any statements of the plans, strategies
  and objectives of management for future operations; any statements concerning
  proposed new developments; any statements regarding future economic conditions
  or performance; any statements of belief; and any statements of assumptions
  underlying any of the foregoing. These statements are based on certain
  assumptions and analyses made by us in light of our experience and our
  assessment of historical trends, current conditions and expected future
  developments as well as other factors we believe are appropriate under the
  circumstances. However, whether actual results will conform to the expectations
  and predictions of management is subject to a number of risks and uncertainties
  described under "Risk Factors" in Item 1A of Part II below and in the "Risk
  Factors" section of our Form 10-K for the fiscal year ended March 31, 2011 that
  may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in
this Form 10-K are qualified by these cautionary statements and there can be no
assurance that the actual results anticipated by management will be realized or,
even if substantially realized, that they will have the expected consequences to
or effects on our business operations. Readers are cautioned not to place undue
reliance on such forward-looking statements as they speak only of the Company's
views as of the date the statement was made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

Overview

Effective August 16 th, 2010, the Company changed
its name to Green Equity Holdings, Inc. (the Name Change). Concurrently with
the name change, the Company we changed our focus to investing in high growth
businesses offering novel solutions to global energy, natural resources, and
environmental challenges.

Pursuant to the new strategy, the company entered into
agreements substantiated by letters of intent with Strategic Energy Supplies
Corporation (SESC) to build and operate not less than three grease trap plants
within the next twelve months; Evolution Resources & Fuels to partner in the
storage and distribution of bio fuels and restore an existing facility to
increase its capacity; and Remington Energy to purchase and acquire
approximately 255 acres or proven producing and undeveloped oil and gas leases.
The Company is also actively seeking other potential partners or acquisition
candidates in the alternative energy business.

Previously, the Company was engaged in the development and sale
of its CX2 branded 220 MHz digital wireless data communications technology and
related services for use by various commercial and industrial application
providers and the Homeland Security and Public Safety sector.

However, due to technological advancements and price
competition from cellular telephone and wireless communication services made
demand for the lower frequency band transmitter virtually obsolete. Therefore,
the Companys management agreed to discontinue manufacturing and marketing the
220 MHz public-safety, emergency, and disaster relief devices.

Effective June 28, 2010, the intellectual property CX2
technology, Inc. which had the rights to resell licensed airtime supplied by EPS
Wireless Services transmitted from the Sears Tower in Chicago, IL, were claimed
by Stillwater Funding which caused an action to be filed for a writ for
garnishmentof wages against Biz-Com and the Company. A default judgment
with respect thereto was entered against Biz-Com and the Company.

Effective March 29, 2011, the Company sold and assigned the
liabilities of this discontinued operation to CX2 Technologies, Inc. The Company
is pursuing negotiation with Still Water Asset Funding with respect to its claim
against assets of Biz-Com, including 5,000,000 shares of the Company which was
originally issued to Biz-Com in connection with the referenced transaction.

Effective September 21, 2010, the Company entered into a
debt-conversion agreement with Empire LP, an investment firm. The Company and
Empire LP negotiated the assignment of GEO Commands accounts payable balance in
the amount of $208,500; and notes payable balance in the amount of $104,685 for
value to Empire, LP in lieu of an undisclosed amount in consideration for a
consulting fee paid to GEO Command in the amount of $20,935. There has been no
paid-in-capital, nor gain or loss recognized by the Company in association with
the assignment. As of March 29, 2011, the $208,500 worth of convertible
promissory notes has been released.

Effective September 21, 2010, the Company entered into a
debt-conversion agreement with OTC Capital Partners, LLC an accredited
investment firm. The Company and OTC Capital Partners, LLC negotiated the
assignment and discount of Michael Rands notes payable balance in the amount of
$92,261 for value to OTC Capital Partners, LLC. OTC Capital Partners, LLC agreed
to purchase in three tranches: On June 15, 2010 debt in the amount of $26,334
converted into 9,100,000 shares issued between September 13 and October 19,
2010; on August 15, 2010 debt in

8

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the amount of $31,333; and on October 15, 2010 debt in the
amount of $31,333 will also be converted into an undisclosed amount of Company
shares. As of March 24, 2011, payment for the assignment of Mr. Rands
convertible promissory notes has been satisfied in full.

We currently 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.

Results of Operations

Twelve months ended March 31, 2011 compared to the twelve
months ended March 31, 2010

Revenues:Revenues from operations for the twelve
months ended March 31, 2011 of $0 reflected a decrease of $3,711 for the twelve
months ended March 31, 2010 revenues of $3,711, as the Company discontinued
selling equipment and providing consulting services primarily for base stations.
We had minimal revenues in both quarters as we had largely ceased marketing of
our products and services.

Operating Expenses:Operating expenses reflected
an decrease of $4,168 when comparing $190,592 for the twelve months ended March
31, 2011, with $194,760 for the twelve months ended March 31, 2010,reflecting
credit adjustments for prior period expenses.

Net Loss:The Company's net loss from operations
was $567,353 for the twelve months ended March 31, 2011, as compared to a net
loss of $210,605 for the twelve months ended March 31, 2010.

Liquidity and Capital Resources

Our condensed financial statements appearing elsewhere in this
report have been prepared on a going concern basis that contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. Management realizes that we must generate capital and
revenue resources to enable us to achieve profitable operations. To the extent
that we are unable to obtain additional working capital from operations and/ or
other sources as required or otherwise desired, our condensed financial
statements will be materially affected and we may be forced to curtail our
operations.

We were in a working capital shortage at the fiscal year end of
March 31, 2010 and at March 31, 2011, 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 new sources of financing are invested and revenues are earned.
No assurances are given that we will be successful in obtaining the additional
capital needed. Our inability to secure such additional financing will
materially and adversely affect the Company and its operations. We believe our
current cash position after funding and anticipated receipt of revenues will
enable us to sustain current operations for up to approximately another three
month quarter.

At March 31, 2011, we had stockholders' deficit of $690,672
total assets of $4,533 and total current liabilities of $695,205. For the twelve
months ended March 31, 2011, we have recognized a net loss from operations in
the amount of $567,353. Net income from discontinued operations was $399,288
resulting in Net Pre-Tax Loss of $168,065 for the twelve months ended March 31,
2011. This Loss excludes a charge to Retained Earnings of $161,490 for Prior
Period adjustments due to retirement of Common Stock. Our operations and
acquisitions have been funded by accredited investors and by loans from our
management. These funds have been used for current working capital covering
costs for general and administrative expenses, and corporate legal fees.

9

---

Critical Accounting Policies and Estimates

Note 6 of the Notes to the Condensed financial statements,
includes a summary of the significant accounting policies and methods used in
the preparation of our Condensed financial statements. We considered the
following accounting policies and methods most relevant to our financial
position and results of operations either because of the significance of the
financial statement item or because they require the exercise of significant
judgment or the use of estimates. In addition, Financial Reporting Release No.
61 requires all companies to include a discussion to address, among other
things, liquidity, off-balance sheet arrangements, contractual obligations and
commercial commitments.

ITEM 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.

Since 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, 2010. As a result of internal changes at Jewett,
Swartz Wolfe & Associates, the Company has engaged Labrozzi & Company as
the Companys principal independent accountants for the fiscal year ending March
31, 2011.

ITEM 9A CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The management maintains disclosure of controls and procedures
to our investors that are required to be in accordance with the disclosure rules
promulgated by the Securities and Exchange Act of 1934. Such rules that govern
the process of recording and reporting any such information considered news
about our company controls and procedures having an impact to our investors have
been made in the past and intend to be disclosed by management in a timely
manner so our investors can make informed decisions regarding their investment
in our company.

As of March 31, 2011, there have been no changes in our
controls and procedures; internal efficiencies; supervision including our chief
executive and principal financial officer requiring disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal controls
and policies regarding the financial statement reporting process since the
Company's last quarterly report to this quarterly report that would inhibit a
reasonable persons ability to make an informed decision about investing into
the shares of the Company.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated can
only provide reasonable assurance that the objectives of the control system are
met. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected. The Company's disclosure
controls and procedures are designed to provide reasonable assurance of
achieving these objectives. The Company's chief executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective at that reasonable level of assurance.

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, 2011 that
have not been already disclosed on a Form 8-K filed with the SEC.

10

---

During the year then ended March 31, 2011, the Company entered
into promissory notes in favor of Fusion Capital Investment Corporation. The
principal amounts as of March 31, 2011 total $32,948. These proceeds were used
by the Company for working capital. The notes are due on demand and do not bear
interest.

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
    PeriodMichael Rand
    48
    President, CEO,
      Secretary, Treasurer, Director
    1 year
    February 2008
      July 6, 2010Lester Hahn
    70
    President, CEO, Secretary,
      Treasurer, Director
    3 month
    March 2010 June 30, 2010Raimundo Dias
    40
    President, CEO,
      Secretary, Treasurer, Director
    10 month
    July 2010 April
      19, 2011Jesse Ozbolt David Eliff
    69
    President, CEO, Secretary,
      Director Treasurer
    1 year 1 year
    April 2011 May 19, 2012
      April 2011- May 19, 2012


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 or 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 of 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.

There have been no 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

11

---

ITEM 11: EXECUTIVE COMPENSATION.

The following table sets forth, for the fiscal years ended
March 31, 2011 and 2010, 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 2011 and 2010 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
2010 or 2011 fiscal years.

Name and Principal Position Held
    Fiscal Year
    Salary
    Bonus
    All Other Compensation
    Total
    NotesMichael Rand, CEO
    4/1/09-2/28/10
    $ 25,000
    $ -
    $ -
    $ 25,000Lester Hahn, CEO
    3/1/10-6/30/10
    $   7,500
    $ -
    $ -
    $   7,500Raimundo Dias, CEO
    7/1/10-4/19/11
    -
    -
    -
    -Jesse Q. Ozbolt, CEO
    4/20/11-5/19/12
    $ 10,000
    $ -
    $ -
    $ 10,000
    Payable with 10 Million Common sharesDavid N. Eliff, CFO
    4/19/11-5/19/12
    $ 10,000
    $ -
    $ -
    $ 10,000
    Payable with 10 Million
      Common shares


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 2010 and 2009
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

12

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

The following table sets forth beneficial ownership information
as of March 31, 2010: (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 March 31, 2011, the Company had 75,222,210 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 ClassCommon shares
    Biz.Com U.S.A., Inc. 4550
      Hazelton Lane Wellington, FL 33449
    5,000,000
    6.6%Common shares
    Fusion Capital Investments, Corp. 1015 W.
      Newport Center Drive Suite 105 2Deerfield Beach, FL 33442
    29,000,000
    38.6%Common Shares
    OTC Capital Partners, LLC
      175 SW 7th Street, Suite 2011 Miami, FL 33130
    2,800,000
    4%Sub-total
    36,800,000
    48.9%Common Shares
    Issued & outstanding in the
      Market
    38,422,210
    51%Common Shares
    Total Shares
    75,222,210
    100%


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:

Fusion Capital Investment Corp., owned by Mr. Dias has loaned
the Company $32,948 during the fiscal years ended March 31, 2010 and 2009. This
loan is interest free and is due on demand 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. Dias company not already disclosed in this report in making this
determination.

13

---

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Jewett, Schwartz, & Associates, CPAs has served as the
Companys independent auditor from August 1, 2008 through March 31, 2010. Their
fees billed to the Company for the past two fiscal years are set forth
below:

Description
    2010
    2009Audit Fees
    $   7,500
    $ 17,25410K Audit Reports
    -
    7,500Audit Related Fees
    -
    -10-Q Review Reports
    10,500
    -Tax Fees
    -
    -All Other Fees
    -
    -Total Fees
    $ 18,000
    $ 24,254


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

14

---

2. EXHIBITS  (except as otherwise indicated, all exhibits
were previously filed)

Reports on Form 8-K.

|(a) | Exhibits:                                                                                          
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|31  | Rule 13a-14(a)/15d-14(a)
      Certification of Principal Executive and Principal Financial Officer
|    |                                                                                                    
|32  | Section 1350 Certification                                                                         
|    |                                                                                                    
|(b) | Reports on Form 8-K:                                                                               

|5.06 | On June 30, 2010, Lester Hahn, sole director, President
      and CEO of CX2 Technologies, Inc. (the Company), resigned from all
      positions held with the Company, including resigning from Board service.
      There were no disagreements as defined 17 CFR 240.3b-7, between the
    Registrant and Mr. Hahns resignation from the Board.                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Also effective, June 30, 2010, the Company appointed
      Raimundo Dias as sole Director, President and CEO to replace Mr. Hahn. Mr.
      Dias will serve as a director until his successor has been elected at the
      next annual meeting of the Registrants shareholders or until his
      earlier resignation, removal, or death, and Mr. Dias has not been
      appointed to any committees of the Board as the Board does not presently
    have any committees.                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Raimundo Dias, age 40, has over 16 years of experience in
      the financial markets. He is the President of Fusion Capital Investments
      Corporation, a private company specializing in business development. Mr.
      Dias received in 1995 a Bachelors Degree in Business Management and
      Marketing from St. Johns University where he has also elected to the board
      Organization of Latin American Studies (OLAS).                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | During the reporting period, Mr. Dias had no employment
      agreement or other compensatory agreement in place with the Company, and
      is not presently being compensated for his service as an officer and
      director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.07 | On August 14, 2010, holder of the majority of the voting
      power of the outstanding stock of CX2 Technologies, Inc. (the Company) voted in favor of changing the Companys name to Green Equity
      Holdings, Inc. (the Name Change). The name change has been made
      effective on or about August 16, 2010.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.08 | On March 29, 2011, Green Equity Holdings, Inc. (the
      Company) entered into a Purchase, Sale and Assignment of Liabilities
      Agreement (the Agreement) with CX2 Technologies, Inc., a Florida
      corporation (CX2) whereby CX2 Technologies, Inc. agreed to acquire the
      assets of the Company (the Assets) in Exhibit A of the Agreement and
      assume the liabilities related to the assets, all as set forth in Exhibit
      B of the Agreement in exchange for 1,500,000 shares of common stock in the
      Company. The Agreement was completed on March 29, 2011. There are no
      related parties between the Company and CX2 Technologies, Inc.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.09 | On April 20, 2011, the Board of Directors appointed Jesse
      Q. Ozbolt as President and CEO; and David N.Eliff as CFO to replace Mr.
      Dias. Mr. Dias will remain as Managing Director until his successor has
      been elected at the next annual meeting of the Registrants
      shareholders.                                                                                                                                                                                                                                                                                                                                                                           

15

---

Independent Auditor's Report

To the Shareholders:

Green Equity Holdings, Inc.
  1015 W. Newport Center, Suite
  105 
  Deerfield Beach, Florida 33442

We have audited the accompanying balance sheet of Green Equity
  Holdings, Inc. as of March 31, 2011, and the related statements of operations,
  changes in deficiency in assets, and cash flows for the year then ended. These
  financial statements are the responsibility of Green Equity Holdings
  management. Our responsibility is to express an opinion on these financial
  statements based on our audit.

We conducted our audits 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. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Company's internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, 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 provide 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 Green Equity
  Holdings, Inc., as of March 31, 2011 and the results of its operations and its
  cash flows for the year then ended in conformity with accounting principles
  generally accepted in the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed further
  in Note 3, the Company continues to incur significant losses. The Company's
  viability is dependent upon its ability to obtain future financing and the
  success of its future operations. These factors raise substantial doubt as to
  the Company's ability to continue as a going concern. Management's plan in
  regard to these matters is also described in Note 3. The financial statements do
  not include any adjustments that might result from the outcome of this
  uncertainty.

Labrozzi & Co., P.A. 
  Miami, Florida 
  February 9,
  2012

---

|GREEN EQUITY HOLDINGS, INC.                
|-------------------------------------------
|(Formerly known as CX-2 Technologies, Inc.)
|Balance Sheets                             

|                                                                                                                                                                                                      |   | March 31,  |   |   | March 31,  |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                                                      |   | 2011       |   |   | 2010       |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|ASSETS                                                                                                                                                                                                |   |            |   |   |            |  
|Cash                                                                                                                                                                                                  | $ | 533        |   | $ | -          |  
|Note receivable - related party                                                                                                                                                                       |   | -          |   |   | 1,245      |  
|Prepaid expenses                                                                                                                                                                                      |   | -          |   |   | 5,000      |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Total Current Assets                                                                                                                                                                                  |   | 533        |   |   | 6,245      |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Non-current assets                                                                                                                                                                                    |   |            |   |   |            |  
|Equipment, net of accumulated depreciation                                                                                                                                                            |   | -          |   |   | 90,860     |  
|Intangible assets, net of accumulated amortization                                                                                                                                                    |   | 4,000      |   |   | -          |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Total non-current assets                                                                                                                                                                              |   | 4,000      |   |   | 90,860     |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|TOTAL ASSETS                                                                                                                                                                                          | $ | 4,533      |   | $ | 97,105     |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|LIABILITIES AND DEFICIENCY IN
      ASSETS                                                                                                                                                            |   |            |   |   |            |  
|Accounts payable and accrued expenses                                                                                                                                                                 | $ | 6,000      |   | $ | 683,673    |  
|Bank overdraft                                                                                                                                                                                        |   | -          |   |   | 19         |  
|Derivative liability                                                                                                                                                                                  |   | 15,000     |   |   | -          |  
|Convertible note payable -
      related party                                                                                                                                                        |   | 32,948     |   |   | 96,261     |  
|Convertible notes payable                                                                                                                                                                             |   | 641,257    |   |   | 505,789    |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Total liabilities                                                                                                                                                                                     |   | 695,205    |   |   | 1,285,742  |  
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Deficiency in assets                                                                                                                                                                                  |   |            |   |   |            |  
|Preferred stock, $.0001 par
      value: Series A and B, 50,000,000 shares authorized:    none
      issued and outstanding                                                                           |   | -          |   |   | -          |  
|Preferred stock, $.0001 par value: Series C,
      50,000,000 shares authorized: none    issued and outstanding                                                                                       |   | -          |   |   | -          |  
|Common stock, $0.0001 par
      value, 950,000,000 shares authorized: 75,222,210    and
      27,483,210 shares issued and outstanding as of March 31, 2011 and March
         31, 2010, respectively |   | 7,522      |   |   | 27,483     |  
|Additional Paid-In Capital                                                                                                                                                                            |   | 8,859,167  |   |   | 8,334,665  |  
|Accumulated deficit                                                                                                                                                                                   |   | (9,557,361 | ) |   | (9,550,785 | )
|                                                                                                                                                                                                      |   |            |   |   |            |  
|Total deficiency in assets                                                                                                                                                                            |   | (690,672   | ) |   | (1,188,637 | )
|                                                                                                                                                                                                      |   |            |   |   |            |  
|TOTAL LIABILITIES AND DEFICIENCY IN
      ASSETS                                                                                                                                                      | $ | 4,533      |   | $ | 97,105     |  

16

---

|GREEN EQUITY HOLDINGS, INC.                
|-------------------------------------------
|(Formerly known as CX-2 Technologies, Inc.)
|Statements of Operations                   

|                                                                      |   | March 31,  |   |   | March 31,  |  
|--------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                      |   | 2011       |   |   | 2010       |  
|Revenue                                                               | $ | -          |   | $ | 3,711      |  
|Cost of sales                                                         |   | -          |   |   | -          |  
|Gross profit                                                          |   | -          |   |   | 3,711      |  
|Expenses                                                              |   |            |   |   |            |  
|General and Administrative                                            |   | 136,399    |   |   | 144,371    |  
|Depreciation and amortization                                         |   | 54,195     |   |   | 50,389     |  
|Total Expenses                                                        |   | 190,593    |   |   | 194,760    |  
|Net loss before other income (expenses):                              |   | (190,593   | ) |   | (191,049   | )
|Other income (expenses):                                              |   |            |   |   |            |  
|Other income - cancellation of debt                                   |   | 208,969    |   |   | -          |  
|Write off of investment-Evolution
      Fuels                         |   | (35,000    | ) |   | -          |  
|Loss on common stock transaction                                      |   | (26,100    | ) |   | -          |  
|Loss on conversion of notes payable                                   |   | (509,150   | ) |   | -          |  
|Interest expense                                                      |   | (15,480    | ) |   | (19,556    | )
|Total other income (expenses)                                         |   | (376,761   | ) |   | (19,556    | )
|Net loss before provision for income taxes                            |   | (567,354   | ) |   | (210,605   | )
|Provision for income taxes                                            |   | -          |   |   | -          |  
|Net loss before discontinued operations                               |   | (567,354   | ) |   | (210,605   | )
|Discontinued operations                                               |   |            |   |   |            |  
|Gain on sale of discontinued operations                               |   | 399,288    |   |   | -          |  
|Net loss                                                              | $ | (168,066   | ) | $ | (210,605   | )
|Basic and Diluted Profit per Share                                    | $ | (0.00      | ) | $ | (0.01      | )
|Basic and Diluted Weighted Average
      Number of Shares Outstanding |   | 56,166,398 |   |   | 23,208,475 |  

17

---

|GREEN EQUITY HOLDINGS, INC.                
|-------------------------------------------
|(Formerly known as CX-2 Technologies, Inc.)
|Statements of Cash Flow                    

|                                                                                    |   | March 31, |   |   | March 31, |  
|----------------------------------------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                                                    |   | 2011      |   |   | 2010      |  
|                                                                                    |   |           |   |   |           |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES:                                         |   |           |   |   |           |  
|Net Loss                                                                            | $ | (168,066  | ) | $ | (210,605  | )
|Common stock issued for services                                                    |   | 25,000    |   |   | 49,259    |  
|Depreciation expense                                                                |   | 53,195    |   |   | 50,389    |  
|Amortization expense                                                                |   | 1,000     |   |   | -         |  
|Prior
      period adjustment                                                       |   | 161,490   |   |   | -         |  
|Write off of investment in Evolution Fuels                                          |   | 35,000    |   |   | -         |  
|Adjustments to reconcile net income to net cash used in operating
      activities: |   |           |   |   |           |  
|Changes in operating assets and operating liabilities:                              |   |           |   |   |           |  
|Note receivable-related party                                                       |   | 1,245     |   |   | -         |  
|Prepaid expenses                                                                    |   | 5,000     |   |   | (2,500    | )
|Derivative liability                                                                |   | 15,000    |   |   | -         |  
|Accounts payable and accrued expenses                                               |   | (677,673  | ) |   | 37,397    |  
|                                                                                    |   |           |   |   |           |  
|Net cash used in operating activities                                               |   | (548,809  | ) |   | (76,060   | )
|                                                                                    |   |           |   |   |           |  
|Gain on discontinued operations                                                     |   | 399,288   |   |   | -         |  
|                                                                                    |   |           |   |   |           |  
|Net cash used after discontinued operations                                         |   | (149,521  | ) |   | (76,060   | )
|                                                                                    |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING
      ACTIVITIES:                                         |   |           |   |   |           |  
|Purchase of intanible assets                                                        |   | (5,000    | ) |   | -         |  
|                                                                                    |   |           |   |   |           |  
|Net cash used in investing activities                                               |   | (5,000    | ) |   | -         |  
|                                                                                    |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                               |   |           |   |   |           |  
|Bank overdraft                                                                      |   | (19       | ) |   | 19        |  
|Payments on convertible notes                                                       |   | (25,000   | ) |   | -         |  
|Proceeds for convertible notes purchased                                            |   | 65,925    |   |   | 26,591    |  
|Accounts payable converted to notes payable-related party                           |   | 32,948    |   |   | -         |  
|Sale of common stock                                                                |   | 81,200    |   |   | 4,926     |  
|Additional paid in capital                                                          |   | -         |   |   | 44,332    |  
|                                                                                    |   |           |   |   |           |  
|Net cash provided by financing activities                                           |   | 155,054   |   |   | 75,868    |  
|                                                                                    |   |           |   |   |           |  
|NET INCREASE/ (DECREASE) IN CASH AND CASH
      EQUIVALENTS                         |   | 533       |   |   | (192      | )
|                                                                                    |   |           |   |   |           |  
|CASH BEGINNING OF PERIOD                                                            |   | -         |   |   | 192       |  
|                                                                                    |   |           |   |   |           |  
|CASH END OF PERIOD                                                                  | $ | 533       |   | $ | -         |  
|                                                                                    |   |           |   |   |           |  
|                                                                                    |   |           |   |   |           |  
|Supplemental Disclosure of Cash Flow
      Information in lieu of shares:           |   |           |   |   |           |  
|                                                                                    |   |           |   |   |           |  
|Cost of
      Debt-Conversion                                                       | $ | 479,450   |   |   |           |  
|Value of Retired Shares
      at $0.03                                              | $ | (104,508  | ) |   |           |  
|Value of
      Notes Released                                                       | $ | (208,500  | ) |   |           |  
|Value of Services
      Rendered at $0.01                                           | $ | (25,000   | ) |   |           |  
|Value of
      Debt Converted                                                       | $ | (23,150   | ) |   |           |  

18

---

|Green Equity Holdings, Inc. (formerly CX2 Technologies,
      Inc.)
|-------------------------------------------------------------------
|Statements of Changes in Deficiency in Assets                      
|Period Ending March 31, 2011                                       

|                                                   |  |                 |  |   |              |  |  |            |     |   | Additional  |     |   |            |     |   | Total      |  
|-------------------------------------------------- |  | --------------- |  | - | ------------ |  |  | ---------- | --- | - | ----------- | --- | - | ---------- | --- | - | ---------- | -
|                                                   |  | Preferred Stock |  |   | Common Stock |  |  | Paid-in    |     |   | Accumulated |     |   | Deficiency |    
|                                                   |  | Shares          |  |   | Amount       |  |  | Shares     |     |   | Amount      |     |   | Capital    |     |   | Deficit    |  
|                                                   |  |                 |  |   |              |  |  |            |     |   |             |     |   |            |     |   |            |  
|Balance March 31, 2009                             |  | -               |  | $ | -            |  |  | 22,557,210 |     | $ | 22,557      |     | $ | 8,290,333  |     | $ | (9,340,179 | )
|Shares issued for services                         |  | -               |  |   | -            |  |  | 4,926,000  |     |   | 4,926       |     |   | 44,332     |     |   | -          |  
|Net loss                                           |  |                 |  |   |              |  |  |            |     |   |             |     |   |            |     |   | (210,606   | )
|Balance March 31, 2010                             |  | -               |  |   | -            |  |  | 27,483,210 |     |   | 27,483      |     |   | 8,334,665  |     |   | (9,550,785 | )
|Common stock sold                                  |  | -               |  |   | -            |  |  | 29,000,000 |     |   | 29,000      |     |   | 52,200     |     |   | -          |  
|Shares issued for services                         |  | -               |  |   | -            |  |  | 3,000,000  |     |   | 300         |     |   | 24,700     |     |   | -          |  
|Shares issued for debt                             |  |                 |  |   |              |  |  | 25,550,000 | a   |   | 2,555       | b   |   | 526,695    | c   |   | -          |  
|Retirement of Common stock                         |  | -               |  |   | -            |  |  | (9,800,750 | ) a |   | (980        | ) b |   | (129,928   | ) c |   | -          |  
|Adjustment for Decrease in
      Par per Amendment |  | -               |  |   | -            |  |  | (10,250    | )   |   | (50,836     | )   |   | 50,836     |     |   | -          |  
|Prior period adjustment                            |  |                 |  |   |              |  |  |            |     |   |             |     |   |            |     |   | 161,490    | d
|Net Loss                                           |  | -               |  |   | -            |  |  | -          |     |   | -           |     |   | -          |     |   | (168,066   | )
|Balance March 31, 2011                             |  | -               |  |   | -            |  |  | 75,222,210 |     |   | 7,522       |     |   | 8,859,167  |     |   | (9,557,361 | )

|a. | includes 3.3 million shares transferred by OTC to Asher
      Enterprises; these shares were subsequently returned by Asher and
      Retired                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | includes $330 relative to shares noted in footnote
    a                                                                                                                         
|c. | includes $26070 relative to shares noted in footnote
    a                                                                                                                       
|d. | Prior Period Adjustment for expense booked relative to
      retired shares ($104,508); write off of PP accrued payroll ($27,532)
      &adjustment loss on conversions ($29,250)

19

---

|GREEN EQUITY HOLDINGS, INC.                     
|------------------------------------------------
|NOTES TO FINANCIAL STATEMENTS                   
|For the Twelve
      Months Ended March 31, 2011

NOTE 1ORGANIZATION AND DESCRIPTION OF BUSINESS

Green Equity Holdings, Inc. formerly, CX2 Technologies, Inc.
(the Company" or "CX2") was incorporated on May 21, 2002 as Brook-view
Institute, Inc., under the laws of the State of Nevada. On November 16, 2005,
the Company changed its name to CX2 Technologies, Inc. On May 10, 2006, the
Company commenced its business operations in the State of Florida. Effective
July 1, 2010, there was a change of control of the Company business objective
was refocused on the energy industry. Effective August 16, 2010, the Company
changed its name to Green Equity Holdings, Inc.

Effective March 29, 2011, the Company entered into the sale and
assignment of liabilities for certain assets known as the CX2 Technologies, Inc.
segment. The assets and liabilities disposed of consist of approximately $49,738
of assets and $845,613 of liabilities in consideration of 1,500,000 shares of
common stock issued by the Company having a value of approximately $15,000. The
company realized approximately $399,288 income from the sale of its discontinued
operations. (see Note 5)

NOTE 2ANNUAL FINANCIAL STATEMENTS

The accompanying annual financial statements of Green Equity
Holdings, Inc. (the "Company") have been reviewed, audited and prepared pursuant
to the rules and regulations of the Securities and Exchange Commission (the
"SEC). Such rules require that these annually audited financial statements are
prepared in accordance with Generally Accepted Accounting Principles (US GAAP);
and have been audited using Generally Accepted Auditing Standards (US GAAS).
These standards require that footnotes and disclosures are provided in order to
assist the readers with supporting details that are documented in the condensed
financial statements.

The Company recommends that the footnote disclosures made
herein with its annually audited financial statements be read in conjunction
with its annual audit report also included in its filing on Form 10-K for the
year then ended March 31, 2011. In the opinion of management, our financial
statements and footnote disclosures fairly present our financial position and
results of operations of the Company for the fiscal year then ended as of March
31, 2010.

Method of Accounting

The Company maintains its books and prepares its financial
statements on the accrual basis of accounting.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates
of deposit, and all highly liquid debt instruments with original maturities of
three months or less. The Company maintains cash and cash equivalents at
financial institutions, which periodically may exceed federally insured
amounts.

Loss Per Common Share

Loss per common share is computed in accordance with FASB ASC
260-10 (Prior authoritative literature Statement of Financial Accounting
Standards No. 128, Earnings Per Share), by dividing income (loss) available to
common stockholders by weighted average number of common shares outstanding for
each period.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results can differ from those estimates.

20

---

Income Taxes

The Company accounts for income taxes in accordance with FASB
ASC 740-10 (Prior authoritative literature Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes), using the asset and liability
approach, which requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of such assets and liabilities. This method
utilizes enacted statutory tax rates in effect for the year in which the
temporary differences are expected to reverse and gives immediate effect to
changes in income tax rates upon enactment. Deferred tax assets are recognized,
net of any valuation allowance, for temporary differences and net operating loss
and tax credit carry forwards. Deferred income tax expense represents the change
in net deferred assets and liability balances.

Recent Pronouncements

The Company does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Companys results
of operations, financial position, or cash flow.

Equity Securities

Holders of shares of common stock shall be entitled to cast one
vote for each common shares held at all stockholders meetings for all purposes,
including the election of directors. The common stock does not have cumulative
voting rights.

The preferred stock of the Company shall be issued by the Board
of Directors of the Company in one or more classes or one or more series within
any class and such classes or series shall have such voting powers, full or
limited, or no voting powers, and such designations, preferences, limitations or
restrictions as the Board of Directors of the Company may determine, from time
to time.

No holder of shares of stock of any class shall be entitled as
a matter of right to subscribe for or purchase or receive any part of any new or
additional issue of shares of stock of any class, or of securities convertible
into shares of stock or any class, whether now hereafter authorized or whether
issued for money, for consideration other than money, or by way of dividend.

NOTE 3GOING CONCERN

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. The Company has
experienced a net loss from operations of $567,353 and has used cash flows for
operations in the amount of $548,808 during the twelve months ended March 31,
2011, along with a stockholder's deficiency of $690,672. The improvements to its
conditions still raised substantial doubt about the Company's ability to
continue as a going concern. The Company always had recurring losses from its
operations since it began and never had annual revenues sufficient enough to
cover the Company's incurred expenses and its obligations as they became due.

NOTE 4RE-ORGANIZATION COSTS

During the previous quarter, the Company re-allocated prepaid
expenses in the amount of $5,000 to Re-Organization Costs. These
reorganization costs are being amortized over a 60 month period. Amortization
expense for the twelve months ended March 31, 2011 was $1,000.

NOTE 5- DISCONTINUED OPERATIONS

IFRS 5defines a discontinued operation as a component
of an entity that has been disposed of, or is classified as held for sale, and
Represent a major line of business or geographical area of operations.

On March 29, 2011, the Company disposed of its previous assets
and liabilities that represented the remaining business segment known as CX2
Technologies, Inc. This segment was sold for the assignment of its net
realizable value of assets and liabilities of ($415,288) in consideration for
1,500,000 shares of common shares that were valued at $15,000 at the time of the
transaction representing a net gain of $399,288. There was no income tax effects
computed or implied on the transaction for the annual financial statement
report.

21

---

Schedule of Assets and Liabilities of the Discontinued
Operations as per agreement dated March 29, 2011

AssetsOffice furniture, fixtures, computers and communications
      equipment
    $
    261,456Less: accumulated depreciation
    
    (224,791
    )Total Furniture and fixtures
    
    36,665LiabilitiesAccounts Payables
    
    189,355Lease Payable
    
    226,562Interest Payable
    
    35,036Total Liabilities
    
    450,953Net Worth
    
    (414,288
    )Less: 1,500,000 Shares of Common Stock @
      $0.01
    
    15,000Net Gain on the Sale of Discontinued Operations
    $
    399,288


NOTE 6SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summarizes significant accounting policies to
assist the reader in understanding and evaluating the condensed financial
statements. These policies are in conformity with accounting principles
generally accepted in the United States of America and have been applied
consistently in all material respects.

Basis of Accounting

The condensed financial statements are prepared using the
accrual basis of accounting where revenues and expenses are recognized in the
period in which they were incurred.

Revenue Recognition

The Company had no revenues for the year then ended March 31,
2011.

Fair Value of Financial Instruments

ASC topic 825, Disclosures about Fair Value of Financial
Instruments, requires disclosures of information regarding the fair value of
certain financial instruments for which it is practicable to estimate the value.
For purpose of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation. The
carrying values of the Company's financial instruments which consist of accounts
receivable, notes receivable, accounts payable, and notes payable approximate
fair values due to the short-term maturities of such instruments.

Income Taxes

The Company uses the asset and liability method of accounting
for income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. The deferred tax assets resulting from operating losses have not
been recognized.

22

---

Loss Per Share

Basic and diluted loss per common share has been calculated
based upon the weighted average number of common shares outstanding.

NOTE 7  NOTES PAYABLE

|                                                                                                         |   | March 31 |  |  |           |  |   | March 31 | 
|-------------------------------------------------------------------------------------------------------- | - | -------- |  |  | --------- |  | - | -------- | 
|Notes payable
      as of March 31, 2011 and 2010:                                                       |   | 2010     |  |  | Converted |  |   | 2011     | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured promissory notes payable to
      GEOComm and, Inc. - non-interest bearing due on demand       | $ | 104,779  |  |  | -         |  |   | -        | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured convertible promissory notes
      payable to Empire, LP. - non-interest bearing due on demand |   | -        |  |  | 2,500     |  |   | 126,185  | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured notes payable to Bizcom , USA
      Inc. - non- interest bearing due on demand                 |   | 389,861  |  |  | -         |  |   | 389,861  | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured promissory notes payable to an
      officer - non- interest bearing due on demand             |   | 97,411   |  |  | 11,350    |  |   | -        | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured convertible promissory notes
      payable to OTC Capital Partners, LLC .                      |   | -        |  |  | 9,300     |  |   | 125,211  | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured notes payable to Other related
      party are non- interest bearing due on demand             |   | 10,000   |  |  | -         |  |   | -        | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Unsecured convertible promissory notes
      payable to Fusion Capital Investments, Corp.                |   | -        |  |  | -         |  |   | 32,948   | 
|                                                                                                         |   |          |  |  |           |  |   |          | 
|Total                                                                                                    | $ | 602,051  |  |  | 23,150    |  | $ | 674,205  | 

Effective March 30, 2011, a signed release with Empire, LP
legally relinquishes the Company from approximately $208,500 worth of
accumulated debts issued in the form of convertible promissory notes. Whereby,
$104,681 was consideration for contractual services with GEO Command, Inc. and
$103,819 represented capital loaned to the Company for the operations and
expenses in the prior years.

Fusion Capital, a related party, assumed some of the Companys
accounts payable in return for a convertible promissory note in the amount of
$32,498. The note bears no interest and is payable upon demand in cash within 90
days and convertible thereafter.

NOTE 8  EARNINGS PER SHARE

The Company computed basic and diluted earnings per share for
March 31, 2011 pursuant to the ASC topic 260, Earnings per Share. Basic EPS is
calculated as net income or loss attributable to common stockholders divided by
the weighted average number of common shares outstanding during the period.
Diluted EPS is calculated using the "if converted" method for common stock
equivalents.

The weighted average number of shares issued and outstanding
are 56,166,398.

As of March 31, 2011 there were no common stock equivalents
outstanding, however there were approximately 3,300,000 shares of restricted
stock issued and outstanding.

23

---

NOTE 9STOCKHOLDERS' EQUITY

Common Stock

In July 1, 2010, the Company has increased its authorization to
issue common stock in the amount of 500,000,000 shares; having a par value of
$.0001 per share. On March 31, 2011, the Company has increased its authorized
common shares to 950,000,000 at par value $.0001. There were 75,222,210 and
27,483,210 shares issued and outstanding as of March 31, 2011, and March 31,
2010, respectively.

During the year ended March 31, 2011, the Company issued
22,250,000 shares of common stock for debt conversion and 3,000,000 shares of
restricted common stock issued for legal and professional services.

There are 1,500,000 shares of common stock payable owed to CX2
Technologies, Inc. attributable to the sale and assignment of assets and
liabilities of the discontinued operations. The price of the stock at the time
of the transaction was negotiated at $0.01. Therefore, the value implied on the
transfer is for $15,000.

Preferred Stock

On July 1, 2010, the Company increased its authorized preferred
shares, Series A and B to 50,000,000 shares; having a par value $0.0001. None
are issued and outstanding. On March 31, 2011, the Company authorized an
additional 50,000,000 shares Series C Preferred having a par value of $0.0001.
None are issued and outstanding.

Private Placement of Common Stock

As of March 31, 2011, there were no private placements for
common stocks being offered through private placement memorandums.

NOTE 10  DEFERRED TAX ASSETS

Deferred tax assets reflect the net income tax effect of
temporary differences between the carrying amounts of the assets and liabilities
for financial reporting purposes and the amounts used for income taxes. The
Company deferred income tax assets and liabilities consist of the following:

|                                           |   | 2011      |  |   | 2010      | 
|------------------------------------------ | - | --------- |  | - | --------- | 
|                                           |   |           |  |   |           | 
|Deferred tax assets:                       |   |           |  |   |           | 
|Net operating loss carryforwards (benefit) | $ | 9,557,361 |  | $ | 9,550,785 | 
|Total gross deferred tax assets            |   | 9,557,361 |  |   | 9,550,785 | 
|Less valuation allowance                   |   | -         |  |   | -         | 
|Net deferred tax assets                    | $ | 9,557,361 |  | $ | 9,550,785 | 

The Company has recognized no tax benefit for the losses
generated for the periods through March 31, 2011.

SFAS No. 109 requires that a valuation allowance be provided if
it is more likely than not that some portion or all of a deferred tax asset will
not be realized. The Companys ability to realize the benefit of its deferred
tax asset will depend on the generation of future taxable income. Because the
Company has yet to recognize revenue, we believe that the full valuation
allowance should be provided.

24

---

NOTE 11  Retirement of Shares

During the period ending March 31, 2011, the Company accepted
the return of 9,800,750 shares of Common Stock of which 6,500,750 had been
issued for future consulting services. As these services were not delivered by
the holders of the stock, the shares were retired. The remaining 3.3 million
shares were retired and re-issued as part of an independent shareholder exchange
with a third party. The Company recognized a prior period adjustment to retained
earnings in the amount of $104,508 in relation to these stock retirements.

NOTE 12  WRITE OFF OF INVESTMENT

Effective October 8, 2010, the Company entered into a
definitive agreement with Evolution Fuels, Inc. to be a 50% member in their
family owned bio-diesel plant in Durant, Oklahoma for $125,000. According to the
letter of agreement, the Company invested $35,000. The Company has divested its
interest in the joint venture and has written off the investment.

NOTE 13  CONVERSION OF DEBT

APB No. 84Describes the method of accounting for
conversions of convertible debt to equity securities when the debtor induces
conversion of the debt by offering additional securities or other consideration
to convertible holders. This Statement requires recognition of an expense equal
to the fair value of the additional securities or other consideration issued to
induce conversion.

The Company incurred a loss in the amount of $479,450 on the
conversion of debt valued at $23,150. The following is a schedule of all the
debt conversions for which the Company issued additional shares in order to
reduce its debts thereby recognizing an additional expense upon the conversion
at the fair market value during the fiscal year ended March 31, 2011:

|                              |  |        |  |  |     |  |  | Conversion |            |  | Shares     |       |   | Mkt    |         |  | Mkt     |        |  | Debt      |         |  | Other             |  
|----------------------------- |  | ------ |  |  | --- |  |  | ---------- | ---------- |  | ---------- | ----- | - | ------ | ------- |  | ------- | ------ |  | --------- | ------- |  | ----------------- | -
|                              |  | Cert # |  |  | No. |  |  | Date       |            |  | Issued     |       |   | Prices |         |  | Value   |        |  | Converted |         |  | (Inc)
      / Exp |  
|Empire                        |  | 1735   |  |  | 1   |  |  | 13-Sep-10  |            |  | 2,500,000  |       | $ | 0.04   |         |  | 100,000 |        |  | 2,500     |         |  | 97,500            |  
|OTC                           |  | 1737   |  |  | 2   |  |  | 14-Sep-10  |            |  | 1,500,000  |       | $ | 0.04   |         |  | 60,000  |        |  | 1,500     |         |  | 58,500            |  
|OTC                           |  | 1745   |  |  | 3   |  |  | 11-Oct-10  |            |  | 2,000,000  |       | $ | 0.02   |         |  | 36,200  |        |  | 2,000     |         |  | 34,200            |  
|OTC Bull                      |  | 1744   |  |  | 4   |  |  | 05-Oct-10  |            |  | 2,500,000  |       | $ | 0.04   |         |  | 100,000 |        |  | 2,500     |         |  | 97,500            |  
|OTC Goldsher                  |  | 1751   |  |  | 5   |  |  | 19-Oct-10  |            |  | 100,000    |       | $ | 0.03   |         |  | 3,000   |        |  | 1,000     |         |  | 2,000             |  
|OTC Van Proyen                |  | 1752   |  |  | 6   |  |  | 19-Oct-10  |            |  | 500,000    |       | $ | 0.03   |         |  | 15,000  |        |  | 500       |         |  | 14,500            |  
|OTC Eagel                     |  | 1758   |  |  | 7   |  |  | 19-Jan-11  |            |  | 400,000    |       | $ | 0.02   |         |  | 8,000   |        |  | 400       |         |  | 7,600             |  
|OTC Asefi                     |  | 1759   |  |  | 8   |  |  | 19-Jan-11  |            |  | 500,000    |       | $ | 0.02   |         |  | 10,000  |        |  | 500       |         |  | 9,500             |  
|OTC Rota                      |  | 1757   |  |  | 9   |  |  | 19-Jan-11  |            |  | 950,000    |       | $ | 0.02   |         |  | 19,000  |        |  | 950       |         |  | 18,050            |  
|OTC Akat                      |  | 1761   |  |  | 10  |  |  | 27-Jan-11  |            |  | 2,700,000  |       | $ | 0.02   |         |  | 54,000  |        |  | 2,700     |         |  | 51,300            |  
|Falcon                        |  | 1760   |  |  | 11  |  |  | 19-Jan-11  |            |  | 2,800,000  |       | $ | 0.02   |         |  | 56,000  |        |  | 2,800     |         |  | 53,200            |  
|OTC                           |  | 1765   |  |  | 12  |  |  | 16-Feb-11  |            |  | 3,300,000  | **a** | $ | 0.01   |         |  | 33,000  |        |  | 3,300     | b       |  | 29,700            | c
|OTC                           |  | 1772   |  |  | 13  |  |  | 17-Mar-11  |            |  | 3,300,000  |       | $ | 0.01   |         |  | 26,400  |        |  | 3,300     |         |  | 23,100            |  
|OTC                           |  | 1774   |  |  | 14  |  |  | 24-Mar-11  |            |  | 2,500,000  |       | $ | 0.01   |         |  | 15,000  |        |  | 2,500     |         |  | 12,500            |  
|                              |  |        |  |  |     |  |  |            |            |  |            |       |   |        |         |  |         |        |  |           |         |  |                   |  
|                              |  |        |  |  |     |  |  |            |            |  | 25,550,000 | **a** | $ | 0.02   |         |  | 535,600 |        |  | 26,450    | b       |  | 509,150           | c
|Total Net of Trans/Retirement |  |        |  |  |     |  |  |            | 22,250,000 |  |            |       |   |        | 502,600 |  |         | 23,150 |  |           | 479,450 | 

|a. | includes 3.3 million shares transferred by OTC to Asher
      Enterprises; these shares were subsequently returned by Asher and
      Retired                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | includes $3300 relative to shares noted in footnote "a"
      negated by retirement of the Asher shares and replaced by re-issue
      re-issue to OTC of Cert 1772
|c. | includes $29700 relative to shares noted in footnote "a"
      & "b"                                                                                               

25

---

NOTE 14 - PRIOR PERIOD ADJUSTMENTS

The company recorded and adjustment to retained earnings in the
amount of $161,490 for the reversal of expense related to the retirement of
Common Stock, the write off of accrued payroll and conversion expense.

SIGNATURES

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

|Date: February 10, 2012 | /s/ Raimundo Dias 
|----------------------- | ------------------
|                        | Raimundo Dias, CEO

26

---

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING
COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

|$39,800.00 | September 1, 2010
|---------- | -----------------

FOR VALUE RECEIVED, the
sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY
HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay
to the order of OTC CAPITAL PARTNERS, LLCor its successors or assigns
(the "Holder"), the principal sum of in immediately available funds, the
total principal sum of THIRTY NINE THOUSAND EIGHT HURNDERD DOLLARS($39,800.00), in accordance with the terms of this Demand Convertible
Promissory Note (this Note).

1. DEMAND LOAN. At such times as the Company and Holder
shall agree, and in amounts as the Company and Holder shall agree, Holder will
loan the Company $39,800.00 for its operational needs. Each such loan by the
Holder to the Company shall be referred to as a Loan Advance. The date and
amount of each Loan Advance, and the total of all Loan Advances, will be
recorded and updated on Exhibit A, which is attached hereto and
incorporated herein with the first advance (s), in an initial amount to be
determined, scheduled to be made on or before December 31st,
2010.

2. PAYMENT OF PRINCIPAL: The outstanding principal
balance of this Note shall be due upon demand. All payments hereunder shall be
made at the principal residence of the Holder, or such other place as the Holder
may from time to time designate in writing.

3. CONVERSION:Beginning ninety (90) days after the date
set forth above and continuing until the Convertible Promissory Note (the
Note) has been paid in full, Holder has the right to convert all amounts then
due under the Note at a conversion rate to be determined by the Company and the
Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following
described events shall have occurred and be continuing, then this Note shall be
in default (each, a "Default"):

27

---

3.1. Failure to Pay The
Maker shall fail to pay the Principal balance of this Note or of Interest on
this Note on or within five (5) days after the date upon which such payment
becomes due; or

3.2. Bankruptcy The Maker
shall be adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or the Maker shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Maker and such appointment shall
continue un-discharged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain un-dismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

5. DEFAULT REMEDIES: Upon the occurrence of a Default,
the entire unpaid Principal, together with accrued and unpaid Interest, shall be
forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in
part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand,
presentment, protest, dishonor and notice of maturity, non-payment or protest
and all other requirements to hold the Maker liable.

8. BUSINESS DAYS: If a payment of Principal or Interest
on this Note becomes due on a Saturday, Sunday or other legal holiday on which
state or federal banks in the State of Florida are closed, then the due date
shall be extended to the next succeeding business day.

9. AMENDMENT; WAIVER: This Note may not be amended,
extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

10. GOVERNING LAW: This Note shall be construed,
interpreted, enforced and governed by and in accordance with the laws of the
State of Florida (excluding the principles thereof governing conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Palm
Beach County, Florida.

28

---

|HOLDER:                   |                 | THE MAKER:                 
|------------------------- | --------------- | ---------------------------
|                          |                 |                            
|OTC Capital Partners, LLC |                 | Green Equity Holdings, Inc.
|                          |                 |                            
|By:                       |                 |                            
|Name:                     | Adi Elfenbein   |                            
|Title:                    | Managing Member |                            

29

---

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING
COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

|$20,000.00 | October 7, 2010
|---------- | ---------------

FOR VALUE RECEIVED, the
sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY
HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay
to the order of EMPIRE LIMITED PARTNERSHIPor its successors or assigns
(the "Holder"), the principal sum of in immediately available funds, the
total principal sum of TWENTY THOUSAND DOLLARS($20,000.00), in
accordance with the terms of this Demand Convertible Promissory Note (this
Note).

1. DEMAND LOAN. At such times as the Company and Holder
shall agree, and in amounts as the Company and Holder shall agree, Holder will
loan the Company $20,000.00 for its operational needs. Each such loan by the
Holder to the Company shall be referred to as a Loan Advance. The date and
amount of each Loan Advance, and the total of all Loan Advances, will be
recorded and updated on Exhibit A, which is attached hereto and
incorporated herein with the first advance (s), in an initial amount to be
determined, scheduled to be made on or before December 31st,
2010.

2. PAYMENT OF PRINCIPAL: The outstanding principal
balance of this Note shall be due upon demand. All payments hereunder shall be
made at the principal residence of the Holder, or such other place as the Holder
may from time to time designate in writing.

3. CONVERSION:Beginning ninety (90) days after the date
set forth above and continuing until the Convertible Promissory Note (the
Note) has been paid in full, Holder has the right to convert all amounts then
due under the Note at a conversion rate to be determined by the Company and the
Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following
described events shall have occurred and be continuing, then this Note shall be
in default (each, a "Default"):

30

---

3.1. Failure to Pay The
Maker shall fail to pay the Principal balance of this Note or of Interest on
this Note on or within five (5) days after the date upon which such payment
becomes due; or

3.2. Bankruptcy The Maker
shall be adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or the Maker shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Maker and such appointment shall
continue un-discharged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain un-dismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

5. DEFAULT REMEDIES: Upon the occurrence of a Default,
the entire unpaid Principal, together with accrued and unpaid Interest, shall be
forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in
part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand,
presentment, protest, dishonor and notice of maturity, non-payment or protest
and all other requirements to hold the Maker liable.

8. BUSINESS DAYS: If a payment of Principal or Interest
on this Note becomes due on a Saturday, Sunday or other legal holiday on which
state or federal banks in the State of Florida are closed, then the due date
shall be extended to the next succeeding business day.

9. AMENDMENT; WAIVER: This Note may not be amended,
extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

10. GOVERNING LAW: This Note shall be construed,
interpreted, enforced and governed by and in accordance with the laws of the
State of Florida (excluding the principles thereof governing conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Palm
Beach County, Florida.

31

---

|HOLDER:                    |                 | THE MAKER:                 
|-------------------------- | --------------- | ---------------------------
|                           |                 |                            
|Empire Limited Partnership |                 | Green Equity Holdings, Inc.
|                           |                 |                            
|By:                        |                 |                            
|Name:                      | Dennis Mancino  |                            
|Title:                     | General Partner |                            

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING
COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

|$32,797.60 | December 01, 2010
|---------- | -----------------

FOR VALUE RECEIVED, the
sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY
HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay
to the order of FUSION CAPITAL INVESTMENTS, CORPor its successors or
assigns (the "Holder"), the principal sum of in immediately available
funds, the total principal sum of THIRTY TWO THOUSAND SEVEN HURNDERD NINETY
SEVEN DOLLARS AND SIXTY CENTS($32,797.60), in accordance with the terms of
this Demand Convertible Promissory Note (this Note).

1. DEMAND LOAN. At such times as the Company and Holder
shall agree, and in amounts as the Company and Holder shall agree, Holder will
loan the Company $32,797.60 for its operational needs. Each such loan by the
Holder to the Company shall be referred to as a Loan Advance. The date and
amount of each Loan Advance, and the total of all Loan Advances, will be
recorded and updated on Exhibit A, which is attached hereto and
incorporated herein with the first advance (s), in an initial amounts to be
determined, scheduled to be made on or before December 31st,
2010.

32

---

2. PAYMENT OF PRINCIPAL: The outstanding principal
balance of this Note shall be due upon demand. All payments hereunder shall be
made at the principal residence of the Holder, or such other place as the Holder
may from time to time designate in writing.

3. CONVERSION:Beginning ninety (90) days after the date
set forth above and continuing until the Convertible Promissory Note (the
Note) has been paid in full, Holder has the right to convert all amounts then
due under the Note at a conversion rate to be determined by the Company and the
Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following
described events shall have occurred and be continuing, then this Note shall be
in default (each, a "Default"):

3.1. Failure to Pay The
Maker shall fail to pay the Principal balance of this Note or of Interest on
this Note on or within five (5) days after the date upon which such payment
becomes due; or

3.2. Bankruptcy The Maker
shall be adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or the Maker shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Maker and such appointment shall
continue un-discharged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain un-dismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

5. DEFAULT REMEDIES: Upon the occurrence of a Default,
the entire unpaid Principal, together with accrued and unpaid Interest, shall be
forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in
part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand,
presentment, protest, dishonor and notice of maturity, non-payment or protest
and all other requirements to hold the Maker liable.

8. BUSINESS DAYS: If a payment of Principal or Interest
on this Note becomes due on a Saturday, Sunday or other legal holiday on which
state or federal banks in the State of Florida are closed, then the due date
shall be extended to the next succeeding business day.

33

---

9. AMENDMENT; WAIVER: This Note may not be amended,
extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

10. GOVERNING LAW: This Note shall be construed,
interpreted, enforced and governed by and in accordance with the laws of the
State of Florida (excluding the principles thereof governing conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Palm
Beach County, Florida.

|HOLDER:                          |                 | THE MAKER:                 
|-------------------------------- | --------------- | ---------------------------
|                                 |                 |                            
|Fusion Capital Investments, Corp |                 | Green Equity Holdings, Inc.
|                                 |                 |                            
|By:                              |                 |                            
|Name:                            | Raimundo Dias   |                            
|Title:                           | Managing Member |                            

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING
COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

|$10,900.00 | March 2, 2011
|---------- | -------------

FOR VALUE RECEIVED, the
sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY
HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay
to the order of OTC CAPITAL PARTNERS, LLCor its successors or assigns
(the "Holder"), the principal sum of in immediately available funds, the
total principal sum of TEN THOUSAND NINE HUNDRED DOLLARS AND ZERO CENTS($10,900.00), in accordance with the terms of this Demand Convertible
Promissory Note (this Note).

34

---

1. DEMAND LOAN. At such times as the Company and Holder
shall agree, and in amounts as the Company and Holder shall agree, Holder will
loan the Company $32,797.60 for its operational needs. Each such loan by the
Holder to the Company shall be referred to as a Loan Advance. The date and
amount of each Loan Advance, and the total of all Loan Advances, will be
recorded and updated on Exhibit A, which is attached hereto and
incorporated herein with the first advance (s), in an initial amounts to be
determined, scheduled to be made on or before December 31st,
2010.

2. PAYMENT OF PRINCIPAL: The outstanding principal
balance of this Note shall be due upon demand. All payments hereunder shall be
made at the principal residence of the Holder, or such other place as the Holder
may from time to time designate in writing.

3. CONVERSION:Beginning ninety (90) days after the date
set forth above and continuing until the Convertible Promissory Note (the
Note) has been paid in full, Holder has the right to convert all amounts then
due under the Note at a conversion rate to be determined by the Company and the
Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following
described events shall have occurred and be continuing, then this Note shall be
in default (each, a "Default"):

3.1. Failure to Pay The
Maker shall fail to pay the Principal balance of this Note or of Interest on
this Note on or within five (5) days after the date upon which such payment
becomes due; or

3.2. Bankruptcy The Maker
shall be adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or the Maker shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Maker and such appointment shall
continue un-discharged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain un-dismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

5. DEFAULT REMEDIES: Upon the occurrence of a Default,
the entire unpaid Principal, together with accrued and unpaid Interest, shall be
forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in
part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand,
presentment, protest, dishonor and notice of maturity, non-payment or protest
and all other requirements to hold the Maker liable.

35

---

8. BUSINESS DAYS: If a payment of Principal or Interest
on this Note becomes due on a Saturday, Sunday or other legal holiday on which
state or federal banks in the State of Florida are closed, then the due date
shall be extended to the next succeeding business day.

9. AMENDMENT; WAIVER: This Note may not be amended,
extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

11. GOVERNING LAW: This Note shall be construed,
interpreted, enforced and governed by and in accordance with the laws of the
State of Florida (excluding the principles thereof governing conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Palm
Beach County, Florida.

|HOLDER:                   |                 | THE MAKER:                 
|------------------------- | --------------- | ---------------------------
|                          |                 |                            
|OTC CAPITAL PARTNERS, LLC |                 | Green Equity Holdings, Inc.
|                          |                 |                            
|By:                       |                 |                            
|Name:                     | Adi Elfenbein   |                            
|Title:                    | Managing Member |                            

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING
COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

|$11,000.00 | April 18, 2011
|---------- | --------------

36

---

FOR VALUE RECEIVED, the
sufficiency of which is hereby acknowledged, the undersigned, GREEN EQUITY
HOLDINGS, INC., a Nevada corporation (the "Maker"), promises to pay
to the order of OTC CAPITAL PARTNERS, LLCor its successors or assigns
(the "Holder"), the principal sum of in immediately available funds, the
total principal sum of ELEVEN THOUSAND DOLLARS AND ZERO CENTS($11,000.00), in accordance with the terms of this Demand Convertible
Promissory Note (this Note).

1. DEMAND LOAN. At such times as the Company and Holder
shall agree, and in amounts as the Company and Holder shall agree, Holder will
loan the Company $32,797.60 for its operational needs. Each such loan by the
Holder to the Company shall be referred to as a Loan Advance. The date and
amount of each Loan Advance, and the total of all Loan Advances, will be
recorded and updated on Exhibit A, which is attached hereto and
incorporated herein with the first advance (s), in an initial amounts to be
determined, scheduled to be made on or before December 31st,
2010.

2. PAYMENT OF PRINCIPAL: The outstanding principal
balance of this Note shall be due upon demand. All payments hereunder shall be
made at the principal residence of the Holder, or such other place as the Holder
may from time to time designate in writing.

3. CONVERSION:Beginning ninety (90) days after the date
set forth above and continuing until the Convertible Promissory Note (the
Note) has been paid in full, Holder has the right to convert all amounts then
due under the Note at a conversion rate to be determined by the Company and the
Holder based upon market conditions at the time of the conversion.

4. EVENTS OF DEFAULT: If one or more of the following
described events shall have occurred and be continuing, then this Note shall be
in default (each, a "Default"):

3.1. Failure to Pay The
Maker shall fail to pay the Principal balance of this Note or of Interest on
this Note on or within five (5) days after the date upon which such payment
becomes due; or

3.2. Bankruptcy The Maker
shall be adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or the Maker shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Maker and such appointment shall
continue un-discharged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain un-dismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

37

---

5. DEFAULT REMEDIES: Upon the occurrence of a Default,
the entire unpaid Principal, together with accrued and unpaid Interest, shall be
forthwith due and payable without notice or demand.

6. PREPAYMENT: This Note may be prepaid in whole or in
part without penalty.

7. WAIVER OF NOTICE, ETC: The Maker waives demand,
presentment, protest, dishonor and notice of maturity, non-payment or protest
and all other requirements to hold the Maker liable.

8. BUSINESS DAYS: If a payment of Principal or Interest
on this Note becomes due on a Saturday, Sunday or other legal holiday on which
state or federal banks in the State of Florida are closed, then the due date
shall be extended to the next succeeding business day.

9. AMENDMENT; WAIVER: This Note may not be amended,
extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

12. GOVERNING LAW: This Note shall be construed,
interpreted, enforced and governed by and in accordance with the laws of the
State of Florida (excluding the principles thereof governing conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Palm
Beach County, Florida.

|HOLDER:                   |                 | THE MAKER:                 
|------------------------- | --------------- | ---------------------------
|                          |                 |                            
|OTC CAPITAL PARTNERS, LLC |                 | Green Equity Holdings, Inc.
|                          |                 |                            
|By:                       |                 |                            
|Name:                     | Adi Elfenbein   |                            
|Title:                    | Managing Member |                            

38

---