**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





(MARK
      ONE)


**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**




**For the fiscal year ended March
              31,
              2008**




**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**


**For
                  the transition period from ______ to______**
                
                Commission
                  file number 0-52396




**CX2
      TECHNOLOGIES, INC.**


(Name
      of
      small business issuer in its charter)





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





**3700
                Airport Road, Suite 410B, Boca Raton, Florida**
            **33431**(Address
                of principal executive offices)
            (Zip
                Code)





Issuer's
      telephone number **(** **561)
      347-9235**





Securities
      registered under Section 12(b) of the Exchange Act: **None**





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





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the Registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB. o





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





The
      issuer's revenues for its most recent fiscal year were $81,150.





The
      aggregate market value of voting stock held by non-affiliates of the registrant
      as of July 23, 2008 (based on the closing price of the registrant's common
      stock
      on the OTCBB on July 23, 2008) was approximately $691,716.





At
      July
      31, 2008, there were 23,057,210 outstanding shares of CX2 Technologies, Inc.
      Common Stock, $0.001 par value.





Documents
      Incorporated by Reference: None





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









**TABLE
      OF CONTENTS**






PART
                IItem
                1. Description of Business
            1Item
                2. Description of Property
            13Item
                3. Legal Proceedings
            13Item
                4. Submission of Matters to a Vote of Security Holders
            13PART
                IIItem
                5. Market for Common Equity and Related Stockholder
                Matters
            14Item
                6 Management's Discussion and Analysis
            14Item
                7. Financial Statements
            25Item
                8. Changes in and Disagreements with Accountants on
                Accountingand
                Financial Disclosure
            25Item
                8A. Controls and Procedures
            25Item
                8B. Other Information
            26PART
                IIIItem
                9. Directors, Executive Officers, Promoters, Control Persons and
                Corporate
                Governance;Compliance
                with Section 16(a) of the Exchange Act
            26Item
                10. Executive Compensation
            28Item
                11. Security Ownership of Certain Beneficial Owners andManagement
                and Related Stockholder Matters
            28Item
                12. Certain Relationships and Related Transactions and Director
                Independence
            29Item
                13. Exhibits and Reports on Form 8-K
            30Item
                14. Principal Accountant Fees and Services
            31Signatures
            33Financial
                Statements
            F-1









**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**Historical
      Overview**





CX2
      Technologies, Inc. (the "Company") (formerly Brookview 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.





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





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





On
      March
      5, 2006 the Company entered into an Asset Agreement with BizCom U.S.A., Inc.
      ("Bizcom"), for the purchase of certain of its 220 MHz Phase 2 Federal
      Communications Commission ("FCC") licenses and related equipment. The initial
      planned operation of such licenses was expected at that time to be in certain
      geographical areas of Florida, Illinois, Michigan and Texas.





On
      July
      1, 2006, the Company entered into a licensing agreement with Bizcom for the
      use
      of all the FCC licenses and related equipment. This agreement would have allowed
      the Company to operate throughout the United States. This licensing agreement
      was subject to FCC approval, which was obtained at the end of August 2006.
      On
      further review of security covenants with its lenders, the license holder was
      unable to honor the licensing agreement with the Company. The licensing
      application with the FCC was then terminated.





In
      September 2006, the Company finalized and executed a ten year Airtime Agreement
      for the exclusive use of minutes on all of Bizcom's FCC licenses which replaced
      the prior licensing and asset purchase agreements. The Airtime Agreement allowed
      the Company to use 500 million minutes during the term of the agreement. The
      agreement required a monthly user fee of $ 4,000 commencing in September
      2006.





On
      February 29, 2007 the Company acquired from Bizcom a non-exclusive licensing
      agreement to its wireless digital data intellectual property. This gave CX2
      the
      right to use Bizcom's proprietary technologies without restriction, including
      rights to further develop the existing technology or new technology. In
      addition, the Company bought from Bizcom all of its digital base station
      equipment and associated assets both deployed on the Chicago network and in
      inventory. The inventory included all digital base stations and related
      equipment at the Burr Ridge offices in Illinois. CX2 agreed to pay $600,000
      cash
      and issue 1,500,000 shares of CX2's common stock for the intellectual property
      rights, and pay $200,000 cash for the purchase of the digital base station
      equipment. On March 19, 2007, the Company and Bizcom entered into a First
      Amendment to 220-222 MHz Air Time Agreement, which modified the scope of the
      Airtime Agreement to more accurately reflect the licenses owned and operated
      by
      Bizcom.





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




1




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





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





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





On
      June
      2, 2008, and effective as of March 31, 2008, the Company entered into a
      settlement agreement with Halody Consulting and its President Peter Kirschner,
      whereby Halody resigned from its position as a consultant with the Company.
      Among other terms, Halody agreed to forgive $440,568 due under debentures
      previously issued by the Company and the $27,142 in accrued interest due
      thereunder.





**Business
      of the Issuer**





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





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





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





**Development
      of the 220 MHz Radio Market**





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




2




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





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





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





**Developments
      in Homeland Security/Emergency Management**





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





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





On
      January 28, 2008, the Company entered into a Consulting Agreement with
      GEOCommand, Inc., a developer of Homeland Security software for emergency
      responders. Under the agreement, CX2 and GEOCommand are designing and developing
      software that uses the CX2 wireless, IP-based narrowband network and CX2 data
      modems to integrate weather, radiation, chemical, and biological sensor data
      with the GEOCommand Dynamic Server TM technology. CX2
      Technologies, Inc. develops the electrical circuitry and firmware used in
      frequency-efficient data radios that operate in the narrowband 220-222
      MHz spectrum
      and GEOCommand, Inc. develops the emergency response software suite which
      integrates with the data radios. CX2
      wireless narrowband network and data radios integrate with GEOCommand's Dynamic
      ServerTM technology to provide GPS-based vehicle location information and relay
      data from GPS, weather, radiation and other sensors to emergency responders
      in
      the field. T he
      GEOCommand emergency response information system gives first responders the
      critical information they need on site or en route to an emergency.





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





·
            Protects
                and assists first responders in their effort to save
                lives


·
            Supports
                interoperability with existing
                infrastructure


·
            Contains
                costs by operating with existing data formats (e.g., ESRI datasets
                and
                existing record management systems)


·
            Consumes
                minimal spectrum when combined with CX2 Technologies narrowband
                radio


·
            Facilitates
                information sharing between
                jurisdictions.




3




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




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




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




·
            CX2's
                licensed third-party patented over-the-air protocol makes optimal
                use of
                the 220-222 MHz spectrum.


·
            Coverage
                from a single radio tower can reliably extend over 1,200 square miles,
                even over difficult terrain.


·
            Unlike
                overused high-frequency bandwidths, 220-222 MHz channels experience
                little
                or no interference.





**Moving
      Toward a Nationwide Public Safety Broadband Network**





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





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





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





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




4




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





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





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





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





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





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





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





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





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




5




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





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





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





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





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





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





**Advocating
      for Public Safety**





In
      the
      past decade **,** both
      CX2
      and GEOCommand have strongly advocated for a fully interoperable nationwide
      public safety network. The companies provided testimony in Washington, D.C.
      before the Katrina Panel and, more recently, participated in several proceedings
      at the FCC examining the need for public safety spectrum and the best use for
      such spectrum. In April of 2005, for example, CX2 commented on the FCC's Report
      on the Spectrum Needs of Emergency Responders. On June 18, 2008, GEOCommand
      filed comments with the FCC stating how it believes CX2's technology would
      enhance the Public Safety Broadband Network. Prior to that, comments were
      submitted that analyzed competing proposals for a combined commercial/public
      safety broadband nationwide network put forth by Cyren Call, Frontline Wireless
      and the FCC in proceedings leading up to the 700 MHz auction. Although the
      recently-held 700 MHz auction failed to attract a qualified bid for the D Block
      public safety spectrum, the FCC has indicated its intent to continue its efforts
      to license a nationwide network for public safety. CX2 and GEOCommand intend
      to
      be actively involved in the FCC's revised proposal for such a network if one
      is
      ultimately constructed and believe that this partnership will progress towards
      both vertical and horizontal interoperability.





**Compliance
      with Federal Legislation**





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





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




6




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





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





**FCC
      Licenses**





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





**Business
      Strategy**





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





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





**Products
      and Services**





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





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




The
      Company offers the following data applications and communications
      products:





**Telemetry
      and Data Applications**





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




7




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





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





**Pricing
      of 220 MHz Products and Services**





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





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





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





**Sales
      and Marketing**





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




8




**Competition
      in the 220 MHz Radio Service**





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





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





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





**New
      Technologies**





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





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




**Regulation**





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





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





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




9




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





**Legislative
      Trends in the 220 MHz Radio Service**





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





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





**Regulatory
      Trends in the 220 MHz Radio Service**





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





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





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





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




10




**Business
      Trends in the 220 MHz Radio Service**





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





**Current
      Regulations in the 220 MHz Radio Service**





Phase
      I
      and Phase II licensees have different requirements with respect to system
      construction and commencement of service operations. Phase I nationwide
      licensees are required to construct their base stations and place those base
      stations into operation in all geographic areas specified with the application
      (including base stations in at least 28 urban areas specified by the FCC) within
      10 years of the initial license grant. All Phase I non-nationwide licensees
      were
      required to construct their systems and place them in operation no later than
      August 16, 1996 (if systems modifications were requested) or 12 months from
      their initial grant date. Any non-nationwide Phase I Licenses that were not
      timely constructed are subject to forfeiture and their associated frequencies
      are incorporated into the applicable overlaid Phase II EA or EAG license. Phase
      I and Phase II licensees may be renewed on the expiration of their respective
      license term upon showing that, during their license term, they provided
      "substantial service" and they substantially complied with applicable FCC rules
      and regulations.





With
      respect to Phase II licenses, the FCC requires licensees to meet certain
      benchmarks of service tied to issuing the license. Specifically, within five
      years of the grant of a Phase II EA or EAG license, the licensee is required
      to
      provide service to one-third of the population. Within the initial license
      term,
      for example 10 years, the licensee must provide service to two -thirds of the
      population within its geographic area. With respect to Phase II nationwide
      licenses, within five years of license issuance, the licensee must provide
      coverage to a composite area of at least 750,000 square kilometers or serve
      at
      least 37.5% of the United States population. Within 10 years, the Phase II
      nationwide licensee must provide coverage to a composite area of at least
      1,500,000 square kilometers or serve at least 75% of the United States
      population. In the event the Phase II nationwide licensee does not construct
      its
      system to meet these respective thresholds, the FCC will automatically cancel
      the entire license, and will not credit the licensee for any of the sites that
      it may have already constructed. All 220 MHz licensees are also required to
      comply with the technical requirements specified in the FCC's rules to ensure
      that their systems do not cause unauthorized levels of interference to other
      licensees. These Phase II licenses are issued for a period of ten years and
      are
      subject to construction and operational requirements within five years and
      ten
      years from the date of issuance. In May 2004, the FCC extended the construction
      deadline until November 2007 .





**Modem
      Regulation**





For
      operation in the United States, the Company's modems and base stations require
      FCC acceptance prior to their sale. The FCC type acceptance is granted for
      devices that demonstrate operation within mandated and tested performance
      criteria. All of the Company's products requiring FCC type acceptance have
      been
      granted such acceptance, other than the Company's 20 watt base stations. Certain
      of our radio equipment that operate in the FCC licensed frequency band
      require licensing under Part 90 of the FCC Rules and Regulations, which must
      be
      applied for by the end user of the Company's products. The Company cannot assure
      customers will receive FCC licenses in the frequency spectrum for any particular
      application, although all of the Company's current modems and its 100 Watt
      base
      stations have received all required FCC acceptance under Part
      90.




11




**700
      MHz Spectrum**





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





The
      NCC
      recommended that Project 25 be established as the interim interoperability
      mode
      for digital voice communications in this new band. During January of 2001,
      the
      FCC released its Fourth Report and Order in which Project 25 was chosen as
      the
      interoperability standard. Subsequent FCC rulings established a timetable for
      mandating the use of narrower channels in order to promote better spectrum
      utilization. Specifically, the date of January 1, 2007 was established as the
      date after which all radios that are FCC type certified, and all radios that
      are
      sold for use in the 700 MHz band must include a mode that has an equivalent
      6.25
      kHz channel efficiency. This date was also established as the date after which
      no 12.5 kHz licenses could be applied for. In 2005, the FCC delayed that date
      until January 1, 2015. Recent legislation known as the Digital Television
      Transition Act of 2005, as part of the Deficit Reduction Act of 2005, is
      expected to set the date of February 17, 2009 as the date by which all incumbent
      television broadcast stations must evacuate the 700 MHz spectrum, thus freeing
      the spectrum for the exclusive use of public safety users. This date, although
      later than previously anticipated, will ensure the opening of that spectrum
      for
      use in public safety systems.





Following
      the FCC’s adoption of rules for the establishment of a mandatory public/private
      partnership between the D Block Licensee and the Public Safety Broadband
      Licensee (the “700 MHz Public/Private Partnership”), Auction 73 failed to elicit
      a bid equal to or in excess of the reserve price. The FCC is revisiting the
      rules governing the D Block spectrum in the 700 MHz band. CX2 believes that
      incorporation of, and reliance upon, other frequency networks can increase
      the
      spectrum and cost efficiency of the contemplated 700 MHz broadband public safety
      network, improve the business model for the 700 MHz Public/Private Partnership,
      and enhance the quality, delivery and speed of public safety
      services.





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





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





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





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




12




**Summary**





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





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





**Costs
      of Compliance with Environmental Laws**





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





**Number
      of Employees**





As
      of
      June 30, 2008, we employed two persons on a full-time basis, including our
      Chief
      Executive Officer/President. Successful implementation of our business plan
      will
      result in the need to hire additional employees. We currently believe that
      we
      will need to hire two sales employees and one engineering employee during fiscal
      year 2009. Our personnel are not subject to any collective bargaining agreements
      and management believes that its relationship with the Company's personnel
      is
      good.




**ITEM
      2. DESCRIPTION OF PROPERTY.**





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





**ITEM
      3. LEGAL PROCEEDINGS.**





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





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





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




13




**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**





The
      Company's Articles of Incorporation provide that the Company has the authority
      to issue 205,000,000 shares of capital stock, which are currently divided into
      two classes as follows: 200,000,000 shares of common stock, par value of $0.001
      per share; and 5,000,000 shares of preferred stock, par value of $0.001 per
      share. As of July 15, 2008, we had 23,057,210 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, 2008**
              
              **High**
              
              **Low**Fourth
                  quarter
              
              $
              2.00
              
              $
              0.02




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
      June 30, 2008, 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.





Sales
      of Unregistered Securities





During
      the fiscal year ended March 31, 2008, the Company issued 5,280,000 shares of
      its
      common stock to Halody Consulting, LLC, in exchange for the conversion of
      $132,000 loaned to the Company, in reliance on the exemption from registration
      provided by § 4(2) of the Securities Act of 1933, as amended. In lieu of
      receiving these shares directly, Halody assigned its right to receive the shares
      to approximately fifteen persons.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS**





**Overview**





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





The
      Company currently markets CX2 branded data technology and services for use
      by
      various commercial/industrial applications and the Homeland Security/Public
      Safety sector. We believe that due to advances in 220 MHz technology and
      equipment and the lower costs generally associated with lower frequency band
      usage in comparison to cellular telephone and other wireless communications
      services, a broad spectrum of potential commercial and public safety/ emergency
      disaster relief end-users may find the Company's services advantageous and
      desirable, which could result in fee-based subscribership and/or high margin
      technology sales. The Company cannot assure, however, that it is correct in
      such
      a belief or that it will be successful in any of such efforts.




14




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





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





We
      have
      no financing sources in place and no assurances are given as to the availability
      of any financing, or if available, the terms thereof. We will require additional
      capital within the next three months to continue our operations, the failure
      of
      which to obtain could materially adversely affect the Company and its business.





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





The
      Company is in our initial phase of operations with limited assets and capital.
      For our fiscal year ended March 31, 2008, we had a net loss of
      $2,355,457.





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





**Results
      of Operations**





Financial
      Presentation





The
      following sets forth a discussion and analysis of the Company's financial
      condition and results of operations for the two years ended March 31, 2008
      and
      2007. This discussion and analysis should be read in conjunction with our
      consolidated financial statements appearing elsewhere in this Annual Report
      on
      Form 10-KSB. The following discussion contains forward-looking statements.
      Our actual results may differ significantly from the results discussed in such
      forward-looking statements. Factors that could cause or contribute to such
      differences include, but are not limited to, those discussed in
      "Item 6 — Risk Factors" of this Annual Report on
      Form 10-KSB.





Year
      ended March 31, 2008 compared to year ended March 31, 2007





***Revenues.*** Revenues
      from operations for the year ended March 31, 2008 of $81,150 reflected an
      increase from revenues of $22,000 in the year ended March 31, 2007, due to
      increased sales of equipment, particularly base stations, and
      engineering/support services in fiscal year 2008. Revenues in both years were
      minimal as the Company has not yet fully commenced its operations and will
      not
      do so until additional capital is raised.




***Cost
        of Sales*.** The cost of sales increased to $233,625 for the year
        ended March 31, 2008 as compared to $2,402 in the year ended March 31, 2007
        due
        to the Company's decision to adjust inventory that was considered obsolete
        at
        year end.


15




***Operating
        Expenses*.** Operating expenses decreased by $7,152,288 to $765,438
        for the year ended March 31, 2008, as compared to $7,917,726 for the year
        ended
        March 31, 2007. This decrease is primarily due to the $6,788,286 loss on
        impairment taken in the year ended March 31, 2007.




***Net
        Loss*.** The Company's net loss was $2,355,457 in the year ended
        March 31, 2008, as compared to a net loss of $7,900,302 in the year ended
        March
        31, 2007. The decrease in the net loss is primarily due to the loss on
        impairment described above.
  **Liquidity
      and Capital Resources**





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





We
      were
      in a working capital shortage at the fiscal year end of March 31, 2008 and
      cash
      flow from operations is insufficient to sustain our operations as of the date
      of
      this filing. As of the date of this filing, the Company still requires
      additional financing to sustain operations until additional subscribers can
      be
      obtained. No assurances are given that we will be successful in obtaining
      additional needed capital. Our inability to secure such additional capital
      will
      materially adversely affect the Company and its operations. We believe our
      current cash position after funding and anticipated receipt of revenues will
      enable us to sustain current operations for up to approximately one
      year.





At
      March
      31, 2008 ,
      we had
      stockholders' deficiency of $969,999, total assets of $201,905 and total current
      liabilities of $1,171,904. For the year ended March 31, 2008, we have incurred
      losses of $2,355,457 and for the year ended March 31, 2008, we used cash in
      operations of $467,183. Our operations and acquisitions have been funded by
      the
      sale of equity in private equity financing from accredited investors and by
      loans from our management. These funds have been used for working capital and
      general corporate purposes and acquisition and licensing costs in furtherance
      of
      our business plan. There are no current arrangements with purchasers for any
      of
      our securities.





In
      the
      event we are unable to raise additional capital within the next three months,
      such event will significantly restrict and possibly cause us to cease our
      operations which would have a substantial adverse effect on the Company and
      shareholders **.**





We
      do not
      currently anticipate any material capital expenditures for our existing
      operations. We do not currently anticipate purchasing, leasing or selling any
      plant or significant equipment during approximately the next twelve (12) months.
      To the extent that we engage in such acquisitions, we plan to utilize shares
      of
      the Company's common stock for such purposes, and may assume certain obligations
      and debt in such transactions. Such common stock issuance, as well as any common
      stock issuance for cash to the extent affected, will have the effect of creating
      further shareholder dilution.





We
      do not
      believe that inflation has had a material effect on our results of operations.
      However, there can be no assurances that our business will not be affected
      by
      inflation in the future.





We
      have
      no off balance sheet arrangements.




16




**Critical
      Accounting Policies and Estimates**





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





***Inventory***





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




***Revenue
      Recognition***





Revenue
      from users for network services is recognized at the time that the services
      are
      provided. Revenue from sales of radios and other related equipment is recognized
      at date of delivery to the customer and collection is reasonably assured. The
      Company does not believe that this concentration of revenues and related
      licenses under which it will operate have significant risk inasmuch as the
      services will be utilized by many unrelated businesses.





**Cautionary
      Note Regarding Forward-looking Statements and Risk Factors**





*The
      Company's Form 10-KSB, any Form 10-QSB 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.*




17




**Risk
      Factors**





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





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





Since
      inception, CX2 has incurred operating losses.  For the fiscal year ended
      March 31, 2008, the Company's net loss was $2,355,457.  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
      Company's Auditors Have Expressed Doubt About The Company's Ability To Continue
      As A Going Concern**





The
      Company's ability to continue as a going concern is an issue raised as a result
      of the Company's $2,355,457 net loss in the fiscal year ended March 31, 2008,
      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.





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





The
      Company will require additional capital.  The Company currently does not
      have customers to generate the cash flow needed to pay its general and
      administrative expenses of approximately $ 45,000 a month, and will need to
      obtain a significant number of customers before it will achieve a breakeven
      level of operations.  The Company currently does not have sufficient
      capital to continue its operations.  The Company cannot guarantee that
      additional financing will be available on favorable terms, or at all. Any
      additional financings may dilute the value and voting power of the common stock.
      The Company currently has no bank borrowings or credit facilities, and it cannot
      guarantee that it will be able to arrange any such debt financing or that such
      financing, if available, will be on acceptable terms. If the Company cannot
      obtain adequate funds, it cannot fund its expansion, take advantage of
      unanticipated opportunities, develop or enhance services or products or
      otherwise respond to market demands or to competitive pressures or market
      changes.  More importantly, the Company may never realize revenues
      sufficient to sustain its operations and, the Company may fail in its business
      and cease operations.





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





We
      rely
      substantially on GEOCommand and Bizcom to provide us with licensed intellectual
      property used in our proposed products, and also to provide us with certain
      components of our proposed products. Our agreements with GEOCommand and Bizcom
      provide limited terms for our licenses and our ability to obtain components
      for
      our products, leading to increased risk for us. If our relationships with
      GEOCommand or Bizcom were terminated, it may be difficult for us to continue
      operations without locating replacements, which may be costly, time consuming,
      or impossible to do.




18




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





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





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





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





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





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





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





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





**Limited
      Number of Successful Operators Within The 220 MHz Wireless
      Industry**





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





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





**We
      Cannot Assure Our Success In Our Planned Business
      Operations**





If
      we are
      unable to raise additional capital, the Company will only be able to continue
      its current operations for approximately three (3) 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
      Network Operations Center in Burr Ridge, IL as well as 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.




19




**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. The Company also has a single key technical employee
      who is critical to the Company's operations. In addition, the Company needs
      to
      attract additional high quality sales, technical and consulting personnel.
      To
      the extent the Company is smaller than its competitors and has fewer resources,
      the Company may not be able to attract the sufficient number and quality of
      staff.





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





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





**Development
      Risks Generally.**





We
      intend
      to grow primarily by (a) marketing to and obtaining customers in the commercial
      and public safety/emergency disaster relief sector **s** to
      utilize the data communication products offered and intended to be offered
      by
      us, thereby realizing revenues; and (ii) purchasing select assets from 220
      MHz
      network owners and product providers. Development involves substantial risks,
      further enumerated herein, including the risk: (a) that we will not acquire
      what
      we believe to be the minimum "critical mass" of assets so as to develop any
      meaningful operations; (b) that development costs will exceed budgeted or
      contracted amounts; (c) that our marketing efforts to obtain customers will
      not
      proceed as rapidly as anticipated or otherwise be successful; (d) that our
      products will not achieve desired revenue or profitability levels; (e) that
      substantial additional financing, which will be necessary, might not be
      available or if available, might not be on favorable terms; (f) of changes
      in
      applicable laws, rules, regulations and interpretations which may adversely
      effect our business and operations; (g) that we may not be able to purchase
      desired select assets to expand our operations due to competition, financial
      or
      other considerations or otherwise successfully manage or integrate such asset
      purchases with our then operations; (h) of competition from other 220 MHz
      network operators and product providers as well as other providers of wireless
      communication services, many of the latter of whom have substantially greater
      financial and other resources than the Company; (i) the Company may not for
      whatever reason(s) be successful in its marketing efforts to the Homeland
      Security/Public Safety sector; and (j) of technology changes within the wireless
      communication industry and our potential inability to adopt such changes to
      our
      product and service offerings if so desired by prospective or then current
      customers either due to technology constraints which may be inherent to 220
      MHz
      band services, financial constraints, or otherwise. There can be no assurances
      that we will be successful in executing upon our business plan.




20




**Industry
      Operating History; Uncertainty of Broad Based Market
      Acceptance.**





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





**Competition.**





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





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





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





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





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




21




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





**We
      Depend On Our Internally Developed And Licensed Intellectual
      Property**





Our
      success and ability to compete depends in part on the intellectual property
      underlying our products, which includes some intellectual property developed
      by
      our sole technical employee (who has not assigned his rights in any inventions
      to the Company), and intellectual property licensed from GEOCommand under the
      Consulting Agreement, which does not provide clear terms for this license,
      and
      from Bizcom under our agreements with it.





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




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





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





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





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





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




22




Third
      parties could claim infringement by us with respect to any patents or other
      proprietary rights that they hold, and we cannot assure you that we would
      prevail in any such proceeding as the intellectual property status of our
      current and future competitors' products and services is uncertain. Any
      infringement claim against us, whether meritorious or not, could be
      time-consuming, result in costly litigation or arbitration and diversion of
      technical and management personnel, or require us to develop non-infringing
      technology or to enter into royalty or licensing agreements.





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





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




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





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




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




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




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




23




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




Our
      wireless communications and secured communications products, and the spectrum
      within which these products are used, are subject to regulation, as will be
      our
      future customers. In particular, our products are regulated by the FCC. The
      regulatory environment is uncertain. Changes in the regulatory structure, laws
      or regulations, or in the use or allocation of spectrum, could adversely affect
      us or our future customers. Such changes could make our existing or planned
      products obsolete or not sellable in one or more markets, which could have
      a
      material adverse effect on us. Further, our failure to comply in the future
      with
      applicable regulations could result in penalties on us, such as fines or
      operational restrictions.




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




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





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




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





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





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





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




·
            With
                a price of less than $5.00 a share;




·
            That
                are not traded on a "recognized" national
                exchange;




24




·
            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
      7. FINANCIAL STATEMENTS**





The
      Company's audited financial statements and the notes thereto appear in Part
      III,
      Item 13, of this Report.





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





None.





**ITEM
      8A. CONTROLS AND PROCEDURES**





Under
      the
      supervision and with the participation of our management, including our
      principal executive and financial officer, we conducted an evaluation of the
      design and operation of our disclosure controls and procedures, as such term
      is
      defined under Rules 13a-14(c) and 15d-14(c) promulgated under the
      Securities Exchange Act of 1934, as amended (the Exchange Act), as of March
      31,
      2008. Based on that evaluation, our principal executive and financial officer
      concluded that the design and operation of our disclosure controls and
      procedures were effective in timely alerting him to material information
      required to be included in the Company's periodic reports filed with the SEC
      under the Exchange Act. The design of any system of controls is based in part
      upon certain assumptions about the likelihood of future events, and there can
      be
      no assurance that any design will succeed in achieving its stated goals under
      all potential future conditions, regardless of how remote. However, management
      believes that our system of disclosure controls and procedure is designed to
      provide a reasonable level of assurance that the objectives of the system will
      be met.





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




25




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





Management
      conducted an evaluation of the effectiveness of the internal control over
      financial reporting based on the framework in *Internal
      Control - Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission. Based
      on
      this evaluation, management concluded that internal control over financial
      reporting was ineffective as of March 31, 2008 in
      properly accounting for all accounts payable and accrued
      liabilities.





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





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




In
        the
        quarter ended March 31, 2008, the Company's internal control over financial
        reporting failed to prevent the non-accrual of an event that occurred during
        that quarter. This constituted a change in internal control over financial
        reporting, or in other factors that could significantly affect internal controls
        that have materially affected, or are reasonably likely to materially affect,
        the Company's internal control over financial reporting. Management intends
        to
        take corrective action in future quarters to minimize the risk of a
        reoccurrence.


**ITEM
      8B. 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, 2008 that have not been already
      disclosed on a Form 8-K filed with the SEC.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE;** **COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT.**





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
            47
            President,
                CEO, Secretary, Treasurer, Director
            1
                yr
            February
                2008- PresentAdam
                Reiser
            43
            Former
                President, CEO, Secretary, Treasurer, Director
            1yr
            May
                2007 - February 2008




26




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.




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





During
      May, 2007, Sam D. Hitner, then the sole Director of CX2 Technologies, Inc.
      appointed Adam Reiser as a director of the Company. Subsequently, Sam D. Hitner
      resigned as an officer and director of the Company. Mr. Hitner's resignation
      was
      not as a result of any disagreement with the Company or any matters relating
      to
      the Company's operations, policies or practices.  On May 8, 2007, Adam
      Reiser was appointed as President and Chief Executive Officer of the Company.





Mr.
      Reiser has an extensive background in technology related positions for over
      twenty-five years. He has extensive undergraduate studies in Electronics
      Engineering Technology, from RETS which is located in Nutley, New Jersey. This
      training was obtained after completing service in the United States Navy. Mr.
      Reiser's past business experience includes Pizza.net, Inc. where he was
      Co-Founder and IT Business Consultant from 2002 thorough the present date.
      Pizza.net, Inc. was sold to Pizza International, Inc. a publicly traded company
      in 2007. In addition, from 1999 through 2002, Mr. Reiser was also Owner and
      Founder of U.S. Data Authority, Inc., a national high speed and broadband
      internet service provider and a publicly traded company. Mr. Reiser founded
      Boca.net in 1995, an internet service provider that was sold to Bell South
      in
      1999. Boca.net was a publicly traded company. Mr. Reiser was Vice President
      of
      Engineering for U.S. Computer Group, a computer equipment and support service
      center from 1990 through 1993. Mr. Reiser resigned from all positions held
      with
      the Company on February 29, 2008.





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





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




**Code
      of Ethics**





The
      Company has not yet adopted a Code of Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions, comprising written
      standards that are reasonably designed to deter wrongdoing and to promote the
      behavior described in Item 406 of Regulation S-B 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, 2008, all Reporting Persons complied
      with
      all applicable filing requirements, except as follows: Michael Rand (one late
      Form 3); and Adam Reiser (one Form 3).




27




**ITEM
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth, for the fiscal years ended March 31, 2008 and 2007,
      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 2008 and 2007 in excess of $100,000 with respect to
      services rendered by any of such persons to the Company and its subsidiaries.




**SUMMARY
                COMPENSATION
                TABLE**Name
                  and
              
              
              
              
              
              
              
              All
                  OtherPrincipal
              
              Fiscal
              
              Salary
              
              Bonus
              
              Compensation
              
              TotalPosition
              
              Year
              
              ($)
              
              ($)
              
              ($)
              
              ($)Michael
                  Rand,
              
              
              2008
              
              $
              2,000
              
              $
              0
              
              
              -
              
              $
              2,000President
                  and CEO
              
              
              2007
              
              $
              0
              
              $
              0
              
              
              -
              
              $
              0Adam
                  Reiser,
              
              
              2008
              
              $
              12,000
              
              $
              0
              
              
              
              
              $
              12,000Former
                  President and CEO
              
              
              2007
              
              $
              0
              
              $
              0
              
              
              -
              
              $
              0Sam
                  D. Hitner,
              
              
              2008
              
              $
              0
              
              
              -
              
              
              -
              
              $
              0Former
                  President and CEO
              
              
              2007
              
              $
              60,144
              
              
              -
              
              
              -
              
              $
              60,144




**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 2008 and 2007 fiscal years. The Company
      has no non-employee directors.





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





The
      following table sets forth beneficial ownership information as of June 30,
      2008:
      (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
      June 30, 2008, the Company had 23,057,210 shares of common stock
      outstanding.





28





(a)
      Security ownership of certain beneficial owners:





**Title
                of Class**
            **Name
                and Address**
            **Amount
                & Nature of Beneficial Ownership**
            **Percentage
                of Class**Common
                shares
            BizCom
                U.S.A., Inc.
              351
                N. Congress Ave.
              Suite
                127
              Boynton
                Beach, Florida
              34426
            6,500,000
            28%





(b)
      Security Ownership of directors and executive officers:





None.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE**





During
      the past two (2) years, we have not entered into a transaction, nor are any
      transactions currently proposed, with a value in excess of the lesser $120,000
      or 1% of our average total assets at year end for our last three fiscal years
      with an officer, director or beneficial owner of 5% or more of our common stock,
      or with any member of the immediate family of any of the foregoing named persons
      or entities, except as follows:




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





On
      March
      5, 2006, the Company agreed to purchase certain 220 MHz FCC licenses and related
      hardware and software for the initial planned operation of such licenses in
      certain geographical areas of Florida, Illinois, Michigan and Texas from Bizcom
      U.S.A., Inc.. As part of this transaction the Company issued 5,000,000 shares
      of
      Common Stock with a fair value of $5,000,000 (based on a recent cash offering
      price) to Bizcom. Due to certain security covenants placed on the sale of these
      licenses, Bizcom was unable to conclude the sale to the Company.





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





On
      February 26, 2007, CX2 and Bizcom entered into a Licensing Agreement & Asset
      Sale (the "Licensing Agreement"), pursuant to which CX2 acquired from Bizcom
      a
      non-exclusive license to its wireless digital data intellectual property for
      cash payments and 1.5 million shares of common stock, which were not issued.
      This license granted the Company the right to use Bizcom proprietary
      technologies without restriction, including rights to further develop the
      existing technology or new technology, which new development would be owned
      by
      CX2. In addition, CX2 bought from Bizcom all of its digital base station
      equipment and associated assets both deployed on the Chicago network and in
      inventory. The inventory included all digital base stations, RRM boards and
      connective cabling, combiners, racks, antennas, maintenance equipment, lab
      equipment, and office equipment, at the Company’s Burr Ridge offices in
      Illinois, together with any such equipment in any Bizcom storage facility in
      Illinois.




29




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





During
      the years ended March 31, 2008 and
      March
      31, 2007, a stockholder, Halody Consulting, LLC, loaned the Company
      $572,568 for working capital. The loan bears interest at 8% per annum and is
      payable on demand. This loan is convertible into common stock at a conversion
      rate of $0.025 per share, and as of March 31, 2008, $132,000 had been converted.
      The remaining amounts due under the loan have since been forgiven.





Mr.
      Rand
      has loaned the Company $32,500 during the quarter ended June 30, 2008.
      The loan is interest free and is due on
      demand. ****





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




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K.**





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





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





-
      Independent Auditors' Report





-
      Balance
      Sheet at March 31, 2008





-
      Statements of Operations for the Years Ended March 31, 2008 and
      2007





-
      Statement of Changes in Stockholders' Equity for the Years Ended March 31,
      2008
      and 2007





-
      Statements of Cash Flows for the Year Ended March 31, 2008 and 2007





-
      Notes
      to Financial Statements




2.
      EXHIBITS -





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





**Exhibit #**
            
            **Description**3.1
            
            Articles
                of Incorporation, incorporated by reference, filed with the Company's
                Form
                10-SB on January 11, 2007.3.2
            
            Bylaws,
                incorporated by reference, filed with the Company's Form 10-SB on
                January
                11, 2007.3.3
            
            Amendment
                to Articles of Incorporation, incorporated by reference, filed with
                the
                Company's Form 10-SB on January 11, 2007.3.4
            
            Amendment
                to Articles of Incorporation, incorporated by reference, filed with
                the
                Company's Form 10-SB on January 11, 2007.10
            
            220-222
                MHz Air Time Agreement, dated March 6, 2006, between Bizcom U.S.A.,
                Inc.
                and CX2 Technologies, Inc., incorporated by reference, filed with
                the
                Company's Form 10-SB on January 11, 2007.10.1
            
            Asset
                Purchase Agreement, dated March 5, 2006, between Bizcom U.S.A., Inc.
                and
                CX2 Technologies, Inc., incorporated by reference, filed with the
                Company's Form 10-SB on January 11,
                2007.




30




10.2
            
            Licensing
                Agreement and Asset Sale dated February 26, 2007, between Bizcom
                U.S.A.,
                Inc. and CX2 Technologies, Inc., incorporated by reference, filed
                with the
                Company's Form 10-SB on January 11, 2007.10.3
            
            First
                Amendment to 220-222 MHz Airtime Agreement dated March 19, 2007,
                between
                Bizcom U.S.A., Inc. and CX2 Technologies, Inc., incorporated by reference,
                filed with the Company's Form 10-KSB on December 14,
                2007.10.4
            
            Distributor
                Agreement with ESP Wireless Agreement dated June 4, 2006, incorporated
                by
                reference, filed with the Company's Form 10-KSB on December 14,
                2007.10.5
            
            Intentionally
                Omitted.10.6
            
            Consulting
                Agreement, dated January 25, 2008, by and between CX2 Technologies,
                Inc.
                and GEOCommand, Inc., incorporated by reference, filed with the Company's
                Form 8-K on March 19, 2008.10.7
            
            Release
                Agreement, dated March 20, 2008, by and between CX2 Technologies,
                Inc. and
                ESP Wireless Technology Group, Inc., incorporated by reference, filed
                with
                the Company's Form 8-K on June 11, 2008.10.8
            
            Settlement
                Agreement, dated as of June 2, 2008 and effective as of March 31,
                2008, by
                and among CX2 Technologies, Inc., GEOCommand, Inc., Michael Rand,
                Albert
                Koenigsberg, Halody Consulting, LLC and Peter Kirschner, incorporated
                by
                reference, filed with the Company's Form 8-K on June 11,
                2008.10.9
            
            Redemption,
                Settlement and Release Agreement, dated June 6, 2008, by and among
                CX2
                Technologies, Inc., Adam and Julie Reiser, Michael Rand, Albert
                Koenigsberg and Digital Dial, LLC, incorporated by reference, filed
                with
                the Company's Form 8-K on June 11, 2008.31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive and Financial Officer, filed herewith.32.1
            
            Certifications
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
                herewith.




Reports
      on Form 8-K





On
      March
      6, 2008, the Company filed a Form 8-K in which it announced the resignation
      of
      Adam Reiser as sole director, President and Chief Executive Officer and the
      appointment of Michael Rand as President, Chief Executive Officer and sole
      director.





On
      March
      7, 2008, the Company filed a Form 8-K/A amending its Form 8-K filed on March
      6,
      2008.





On
      March
      19, 2008, the Company filed a Form 8-K in which it announced the Company's
      entry
      into a consulting agreement with GEOCommand, Inc.





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





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Webb
      & Company, P.A. has served as the Company's principal accountant since
      September 1, 2006. Their fees billed to the Company for the past two fiscal
      years are set forth below:




**2008**
            
            **2007****Audit
                Fees**
            
            **$**
            **39,353**
            
            **$**
            **13,694****Audit
              Related Fees**
            
            
            **--**
            
            
            **--****Tax
                Fees**
            
            
            **--**
            
            
            **--****All
                Other Fees**
            
            
            **--**
            
            
            **--****Total
                Fees**
            
            **$**
            **39,353**
            
            **$**
            **13,694**




31




·
            **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.




·
              **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, 2008, 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.




32




SIGNATURES





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date:July
              31, 2008
            CX2
                Technologies. Inc.
              (Registrant)
              
              By:
                /s/ Michael Rand
              
              Michael
                Rand, Chief Executive Officer, Principal Executive
              and
                Financial Officer




33
 
 **CX2
          TECHNOLOGIES, INC.**
 **FINANCIAL
          STATEMENTS**
 **March
          31, 2008 and 2007**
  TABLE
        OF CONTENTS
  PAGESReport
                  of Independent Registered Public Accounting Firm
              F
                  -
                  1Balance
                  Sheet
              F
                  -
                  2Statement
                  of Operations
              F
                  -
                  3Statement
                  of Stockholders' Deficiency
              F
                  -
                  4Statement
                of Cash
                Flows
              F
                  - 5Notes of Financial
                Statements
              F
                  - 6 - F
                  - 14


F-1
  **CX2
                    Technologies, Inc.****Balance
                    Sheet****March
                    31, 2008**
  **ASSETS****Current
                      Assets**Cash
                      and cash equivalents
                  
                  $
                  2,917Total
                      Current Assets
                  
                  
                  2,917**Property
                      and Equipment, net**
                  
                  
                  193,540**Other
                      Assets**Deposits
                  
                  
                  5,448Total
                      Other Assets
                  
                  
                  5,448**Total
                      Assets**
                  
                  $
                  201,905**LIABILITIES
                      AND STOCKHOLDERS' DEFICIENCY****Current
                      Liabilities**Accrued
                      expenses
                  
                  **$**
                  319,454Notes
                      payable - related parties
                  
                  
                  852,450Total
                      Current Liabilities
                  
                  
                  1,171,904**Total
                      Liabilities**
                  
                  
                  1,171,904**Stockholders'
                      Deficiency**Preferred
                      stock, $0.001 par value; 5,000,000 shares authorized,none
                      issued and oustanding
                  
                  
                  -Common
                      stock, $0.001 par value; 200,000,000 shares authorized, 23,057,210issued
                      and outstanding
                  
                  
                  23,057Additional
                      paid-in capital
                  
                  
                  9,282,122Accumulated
                      deficit
                  
                  
                  (10,275,178
                  )**Total
                      Stockholders' Deficiency**
                  
                  
                  (969,999
                  )**Total
                      Liabilities and Stockholders' Deficiency**
                  
                  $
                  201,905
 
 See
            accompanying notes to financial statements
 F-2
  **CX2
                    Technologies, Inc.****Statement
                    of Operations****For
                    the Years Ended March 31, 2008 and
                    2007**
  **For
                      the Year Ended****March
                      31, 2008**
                  
                  **March
                      31, 2007****Revenue**
                  
                  $
                  81,150
                  
                  $
                  22,000Cost
                      of Sales
                  
                  
                  233,625
                  
                  
                  2,402**Gross
                      Profit (Loss)**
                  
                  
                  (152,475
                  )
                  
                  19,598**Operating
                      Expenses**Selling,
                      general and administrative
                  
                  
                  713,147
                  
                  
                  822,317Loss
                      on impairment
                  
                  
                  -
                  
                  
                  6,788,286Depreciation
                      and amortization
                  
                  
                  52,291
                  
                  
                  307,123**Total
                      Operating Expenses**
                  
                  
                  765,438
                  
                  
                  7,917,726**Loss
                      from Operations**
                  
                  
                  (917,913
                  )
                  
                  (7,898,128
                  )**Other
                      Expense**Interest
                      expense
                  
                  
                  (41,544
                  )
                  
                  (2,174
                  )Loss
                      on conversion
                  
                  
                  (1,396,000
                  )
                  
                  -**Total
                      Other Expense**
                  
                  
                  (1,437,544
                  )
                  
                  (2,174
                  )**LOSS
                      BEFORE PROVISION FOR INCOME TAXES**
                  
                  
                  (2,355,457
                  )
                  
                  (7,900,302
                  )Provision
                      for Income Taxes
                  
                  
                  -
                  
                  
                  -**Net
                      Loss**
                  
                  $
                  (2,355,457
                  )
                  $
                  (7,900,302
                  )**Net
                      Loss Per Share - Basic and Diluted**
                  
                  $
                  (0.13
                  )
                  $
                  (0.48
                  )**Weighted
                      Average Number of Shares Outstanding****During the Period -
                      Basic and Diluted**
                  
                  
                  18,349,237
                  
                  
                  16,506,144
 See
            accompanying notes to financial statements
 F-3
  **CX2
                    Technologies, Inc.****Statement
                    of Stockholders' Deficiency****For
                    the years ended March 31, 2008 and
                    2007**
  Preferred
                        Stock
                    
                    Common
                        Stock
                    
                    Additional
                        Paid-in
                    
                    Deferred
                        Stock
                    
                    Accumulated
                    
                    Total
                      Stockholder's
                        EquityShares
                    
                    Amount
                    
                    Shares
                    
                    Amount
                    
                    Capital
                    
                    Compensation
                    
                    Deficit
                    
                    (Deficiency)Balance, March
                        31, 2006
                    
                    
                    -
                    
                    $
                    -
                    
                    
                    15,071,000
                    
                    $
                    15,071
                    
                    $
                    5,065,929
                    
                    $
                    (5,000,000
                    )
                    $
                    (19,419
                    )
                    $
                    61,581Common
                        stock issued for cash ($1.00 per share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,176,210
                    
                    
                    1,176
                    
                    
                    1,175,034
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,176,210Stock
                        Offering Costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (10,031
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    (10,031
                    )Common
                        stock issued under terms of airtimeagreement
                        ($1.00 per share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,000,000
                    
                    
                    -
                    
                    
                    5,000,000Common
                        stock issued under terms of technology license ($1.00 per
                        share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500,000
                    
                    
                    1,500
                    
                    
                    1,498,500
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500,000Net
                        loss for the year ending March 31, 2007
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (7,900,302
                    )
                    
                    (7,900,302
                    )Balance,
                        March 31, 2007
                    
                    
                    -
                    
                    
                    -
                    
                    
                    17,747,210
                    
                    
                    17,747
                    
                    
                    7,729,432
                    
                    
                    -
                    
                    
                    (7,919,721
                    )
                    
                    (172,542
                    )Common
                        stock issued for cash ($1.00 per share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,000
                    
                    
                    5
                    
                    
                    4,995
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,000Common
                        stock issued in exchange for services ($1.00 per share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    25,000
                    
                    
                    25
                    
                    
                    24,975
                    
                    
                    -
                    
                    
                    -
                    
                    
                    25,000Common
                        stock issued in connection with conversion ofpromissory
                        note ($0.025 per share)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,280,000
                    
                    
                    5,280
                    
                    
                    1,522,720
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,528,000Net
                        loss for the year ending March 31, 2008
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (2,355,457
                    )
                    
                    (2,355,457
                    )Balance,
                        March 31, 2008
                    
                    
                    -
                    
                    $
                    -
                    
                    
                    23,057,210
                    
                    $
                    23,057
                    
                    $
                    9,282,122
                    
                    $
                    -
                    
                    $
                    (10,275,178
                    )
                    $
                    (969,999
                    )
 
 See
            accompanying notes to financial statements
 F-4
  **CX2
                    Technologies, Inc.****Statement
                    of Cash Flows****For
                    the Years Ended March 31, 2008 and
                    2007**
  **For
                        the Year Ended****March
                        31, 2008**
                    
                    **March
                        31, 2007****Cash
                        Flows From Operating Activities:**Net
                        Loss
                    
                    $
                    (2,355,457
                    )
                    $
                    (7,900,302
                    )Adjustments
                        to reconcile net loss to net cash used in operationsAmortization
                        and depreciation
                    
                    
                    52,291
                    
                    
                    307,123Common
                        stock issued in exchange for services
                    
                    
                    25,000
                    
                    
                    -Loss
                        on Conversion
                    
                    
                    1,396,000
                    
                    
                    -Loss
                        on Impairment
                    
                    
                    -
                    
                    
                    6,788,286Provision
                        for obsolete inventory
                    
                    
                    232,500
                    
                    
                    -Changes
                        in operating assets and liabilities:Prepaid
                        expenses
                    
                    
                    9,000
                    
                    
                    (9,000
                    )Accounts
                        payable
                    
                    
                    (9,250
                    )
                    
                    9,008Accrued
                        expenses
                    
                    
                    221,733
                    
                    
                    115,365Deferred
                        revenue
                    
                    
                    (39,000
                    )
                    
                    39,000**Net
                        Cash Used in Operating Activities**
                    
                    
                    (467,183
                    )
                    
                    (883,020
                    )**Cash
                        Flows From Investing Activities:**Deposits
                    
                    
                    -
                    
                    
                    (5,448
                    )Acquisition
                        of intangible license
                    
                    
                    -
                    
                    
                    (75,000
                    )Acquisition
                        of equipment
                    
                    
                    -
                    
                    
                    (200,400
                    )**Net
                        Cash Used in Investing Activities:**
                    
                    
                    -
                    
                    
                    (280,848
                    )**Cash
                        Flows From Financing Activities:**Proceeds
                        from shareholder loan
                    
                    
                    546,068
                    
                    
                    181,000Repayment
                        of shareholder loan
                    
                    
                    -
                    
                    
                    (154,500
                    )Proceeds
                        from note payable - related party
                    
                    
                    8,000Repayment
                        of note payable - related party
                    
                    
                    (102,682
                    )
                    
                    (25,364
                    )Stock
                        issued for cash, net of offering costs
                    
                    
                    5,000
                    
                    
                    1,166,179**Net
                        Cash Provided by Financing Activities**
                    
                    
                    456,386
                    
                    
                    1,167,315**Net
                        Increase (Decrease) in Cash**
                    
                    
                    (10,797
                    )
                    
                    3,447Cash
                        at Beginning of Period
                    
                    
                    13,714
                    
                    
                    10,267**Cash
                        at End of Period**
                    
                    $
                    2,917
                    
                    $
                    13,714**Supplemental
                        Disclosure of Non-Cash Investing and Financing
                        Activities:**Conversion
                        of Promissory Note to Common Stock
                    
                    $
                    132,000
                    
                    $
                    -Stock
                        Issued Under Terms of Technology License
                    
                    $
                    -
                    
                    $
                    1,500,000
 
 See
            accompanying notes to financial statements
 F-5
 **CX2
            TECHNOLOGIES, INC.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF MARCH 31, 2008 AND 2007**
 
 NOTE
          1 -
          NATURE OF BUSINESS
 
 CX2
          Technologies, Inc. (hereinafter the "Company" or "CX2") was incorporated
          on May
          21, 2002 as Brookview Institute, Inc., under the laws of the State of Nevada.
          On
          November 16, 2005 the Company changed its name to CX2 Technology, Inc.
          On
          December 6, 2005, the Company filed articles of correction to change the
          name to
          CX2 Technologies, Inc. On May 10, 2006, the Company domesticated to the
          State of
          Florida. Its fiscal year end is March 31.
 
 The
          Company is engaged in the development, operation and management of 220
          MHz
          digital wireless data communications services. In September 2006 the Company
          entered into a ten year Airtime agreement for the exclusive use of minutes
          on
          220 MHz Federal Communications Commission (“FCC”) licenses and the related
          equipment with a third party. This agreement allows the Company to operate
          throughout the entire United States and initially in the geographical areas
          of
          Florida, Illinois, Michigan and Texas. **** The
          Company may also seek to acquire the 220 MHz licenses and related equipment
          owned by such third party or from one or more other third parties.
 
 NOTE
          2 -
          SUMMARY OF ACCOUNTING POLICIES
 
 ***(A)
          Recent Accounting Pronouncements***
 
 In
          February 2006, the FASB issued SFAS No. 155, " *Accounting
          for Certain Hybrid Financial Instruments-an amendment of FASB Statements
          No. 133
          and 140* ",
          to
          simplify and make more consistent the accounting for certain financial
          instruments. SFAS No. 155 amends SFAS No. 133, " *Accounting
          for Derivative Instruments and Hedging Activities* ",
          to
          permit fair value re-measurement for any hybrid financial instrument with
          an
          embedded derivative that otherwise would require bifurcation, provided
          that the
          whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
          SFAS No. 140, " *Accounting
          for the Impairment or Disposal of Long-Lived Assets* ",
          to
          allow a qualifying special-purpose entity to hold a derivative financial
          instrument that pertains to a beneficial interest other than another derivative
          financial instrument. SFAS No. 155 applies to all financial instruments
          acquired
          or issued after the beginning of an entity's first fiscal year that begins
          after
          September 15, 2006, with earlier application allowed. The adoption of this
          statement did not have a material effect on the Company's future reported
          financial position or results of operations.
 
 In
          March
          2006, the FASB issued SFAS No. 156, " *Accounting
          for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
          Accounting for Transfers and Servicing of Financial Assets and Extinguishments
          of Liabilities* ".
          This
          statement requires all separately recognized servicing assets and servicing
          liabilities be initially measured at fair value, if practicable, and permits
          for
          subsequent measurement using either fair value measurement with changes
          in fair
          value reflected in earnings or the amortization and impairment requirements
          of
          Statement No. 140. The subsequent measurement of separately recognized
          servicing
          assets and servicing liabilities at fair value eliminates the necessity
          for
          entities that manage the risks inherent in servicing assets and servicing
          liabilities with derivatives to qualify for hedge accounting treatment
          and
          eliminates the characterization of declines in fair value as impairments
          or
          direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
          year
          beginning after September 15, 2006. The adoption of this statement did
          not have
          a material effect on the Company's future reported financial position or
          results
          of operations.
 
 In
          June
          2006, the FASB issued FASB Interpretation No. 48, *“Accounting
          for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
          109”* .
          FIN 48
          clarifies the accounting for uncertainty in income taxes by prescribing
          a
          two-step method of first evaluating whether a tax position has met a more
          likely
          than not recognition threshold and second, measuring that tax position
          to
          determine the amount of benefit to be recognized in the financial statements.
          FIN 48 provides guidance on the presentation of such positions within a
          classified statement of financial position as well as on derecognition,
          interest
          and penalties, accounting in interim periods, disclosure, and transition.
  F-6
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 FIN
          48 is
          effective for fiscal years beginning after December 15, 2006. The adoption
          of
          this statement did not have a material effect on the Company's future reported
          financial position or results of operations.
 
 In
          September 2006, the FASB issued SFAS No. 157, “ *Fair
          Value Measurements* ”.
          The
          objective of SFAS 157 is to increase consistency and comparability in fair
          value
          measurements and to expand disclosures about fair value measurements. SFAS
          157
          defines fair value, establishes a framework for measuring fair value in
          generally accepted accounting principles, and expands disclosures about
          fair
          value measurements. SFAS 157 applies under other accounting pronouncements
          that
          require or permit fair value measurements and does not require any new
          fair
          value measurements. The provisions of SFAS No. 157 are effective for fair
          value
          measurements made in fiscal years beginning after November 15, 2007. The
          adoption of this statement is not expected to have a material effect on
          the
          Company's future reported financial position or results of
          operations.
 
 In
          September 2006, the FASB issued SFAS No. 158, “ *Employers’
          Accounting for Defined Benefit Pension and Other Postretirement Plans -
          an
          amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.
          This
          statement requires employers to recognize the over-funded or under-funded
          status
          of a defined benefit postretirement plan (other than a multiemployer plan)
          as an
          asset or liability in its statement of financial position and to recognize
          changes in that funded status in the year in which the changes occur through
          comprehensive income of a business entity or changes in unrestricted net
          assets
          of a not-for-profit organization. This statement also requires an employer
          to
          measure the funded status of a plan as of the date of its year-end statement
          of
          financial position, with limited exceptions. The provisions of SFAS No.
          158 are
          effective for employers with publicly traded equity securities as of the
          end of
          the fiscal year ending after December 15, 2006. The adoption of this statement
          did not have a material effect on the Company's future reported financial
          position or results of operations.
 
 In
          February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
          No.
          159, “ *The
          Fair Value Option for Financial Assets and Financial Liabilities - Including
          an
          Amendment of FASB Statement No. 115* ”.
          This
          statement permits entities to choose to measure many financial instruments
          and
          certain other items at fair value. Most of the provisions of SFAS No. 159
          apply
          only to entities that elect the fair value option. However, the amendment
          to
          SFAS No. 115 “ *Accounting
          for Certain Investments in Debt and Equity Securities* ”
applies
          to all entities with available-for-sale and trading securities. SFAS No.
          159 is
          effective as of the beginning of an entity’s first fiscal year that begins after
          November 15, 2007. Early adoption is permitted as of the beginning of a
          fiscal
          year that begins on or before November 15, 2007, provided the entity also
          elects
          to apply the provision of SFAS No. 157, “ *Fair
          Value Measurements”.* The
          adoption of this statement is not expected to have a material effect on
          the
          Company's financial statements.
 
 In
          December 2007, the Financial Accounting Standards Board (FASB) issued SFAS
          No.
          160, “ *Noncontrolling
          Interests in Consolidated Financial Statements - an amendment of ARB No.
          51* ”.
          This
          statement improves the relevance, comparability, and transparency of the
          financial information that a reporting entity provides in its consolidated
          financial statements by establishing accounting and reporting standards
          that
          require; the ownership interests in subsidiaries held by parties other
          than the
          parent and the amount of consolidated net income attributable to the parent
          and
          to the noncontrolling interest be clearly identified and presented on the
          face
          of the consolidated statement of income, changes in a parent’s ownership
          interest while the parent retains its controlling financial interest in
          its
          subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
          any retained noncontrolling equity investment in the former subsidiary
          be
          initially measured at fair value, entities provide sufficient disclosures
          that
          clearly identify and distinguish between the interests of the parent and
          the
          interests of the noncontrolling owners. SFAS No. 160 affects those entities
          that
          have an outstanding noncontrolling interest in one or more subsidiaries
          or that
          deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years,
          and
          interim periods within those fiscal years, beginning on or after December
          15,
          2008. Early adoption is prohibited. The adoption of this statement is not
          expected to have a material effect on the Company's financial
          statements.
 
 In
          March
          2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
          Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161).
          This statement is intended to improve transparency in financial reporting
          by
          requiring enhanced disclosures of an entity’s derivative instruments and hedging
          activities and their effects on the entity’s financial position, financial
          performance, and cash flows. SFAS 161
          applies to all derivative instruments within the scope of SFAS 133, “Accounting
          for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related
          hedged items, bifurcated derivatives, and nonderivative instruments that
          are
          designated and qualify as hedging instruments. Entities with instruments
          subject
          to SFAS 161
          must
          provide more robust qualitative disclosures and expanded quantitative
          disclosures. SFAS 161
          is
          effective prospectively for financial statements issued for fiscal years
          and
          interim periods beginning after November 15, 2008, with early application
          permitted. We are currently evaluating the disclosure implications of this
          statement.
  F-7
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 In
          May
          2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
          Accounting Principles.” SFAS No. 162 identifies the sources of accounting
          principles and provides entities with a framework for selecting the principles
          used in preparation of financial statements that are presented in conformity
          with GAAP. The current GAAP hierarchy has been criticized because it is
          directed
          to the auditor rather than the entity, it is complex, and it ranks FASB
          Statements of Financial Accounting Concepts, which are subject to the same
          level
          of due process as FASB Statements of Financial Accounting Standards, below
          industry practices that are widely recognized as generally accepted but
          that are
          not subject to due process. The Board believes the GAAP hierarchy should
          be
          directed to entities because it is the entity (not its auditors) that is
          responsible for selecting accounting principles for financial statements
          that
          are presented in conformity with GAAP. The adoption of FASB 162 is not
          expected
          to have a material impact on the Company’s financial position.
 
 In
          May
          2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
          Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
          exists in practice in accounting for financial guarantee insurance contracts
          by
          insurance enterprises under FASB Statement No. 60, Accounting and Reporting
          by
          Insurance Enterprises. This results in inconsistencies in the recognition
          and
          measurement of claim liabilities. This Statement requires that an insurance
          enterprise recognize a claim liability prior to an event of default (insured
          event) when there is evidence that credit deterioration has occurred in
          an
          insured financial obligation. This Statement requires expanded disclosures
          about
          financial guarantee insurance contracts. The accounting and disclosure
          requirements of the Statement will improve the quality of information provided
          to users of financial statements. The adoption of FASB 163 is not expected
          to
          have a material impact on the Company’s financial position.
  ***(B)
          Cash and Cash Equivalents***
  Cash
          and
          cash equivalents include highly liquid investments purchased with an original
          maturity of three months or less. At March 31, 2008, the Company had cash
          equivalents of $2,917.
 
 ***(C)
          Property and Equipment***
 
 Property
          and equipment, consisting of computer equipment, office furniture and equipment,
          is recorded at acquisition cost and depreciated using the straight-line
          method
          over the estimated useful lives of the assets, which is presently five
          years.
 
 ***(D)
          Inventory***
 
 Inventory
          consists of communication devices which are valued at the lower of cost
          or
          market with cost being determined on a first-in, first-out basis. The inventory
          consisted exclusively of finished and unfinished units purchased from a
          related
          party.
 F-8
 **CX2
                TECHNOLOGIES, INC.**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **AS
                OF MARCH 31, 2008 AND 2007**
 
 ***(E)
          Intangible Assets***
 
 The
          Company has adopted Statement of Financial Accounting Standards ("SFAS")
          No. 142
          "Goodwill and Other Intangible Assets" as of April 1, 2005. Intangible
          assets
          are recorded at acquisition cost, which is considered to be fair value
          per SFAS
          No. 142. Certain of the Company's intangible assets which were acquired
          in
          March, 2006 are licensing agreements that will be amortized over the term
          of the
          ten year agreements. The method of amortization shall reflect the pattern
          in
          which the economic benefits of the intangible asset are consumed or otherwise
          used up. If that pattern cannot be reliably determined, a straight-line
          amortization method shall be used. The Company reviews these intangible
          assets
          periodically to assess whether the carrying amount will be fully recovered
          through estimated future operating cash flows. An impairment loss is recorded
          if
          the carrying amount exceeds the present value of the estimated future cash
          flows. Management reviews the value of our intangible assets quarterly.
          The
          Company recorded a loss on impairment of $6,788,286 during the year ended
          March
          31, 2007.
 
 ***(F)
          Revenue Recognition***
 
 Revenue
          from users for network services is recognized at the time that the services
          are
          provided. Revenue from sales of radios and other related equipment is recognized
          at date of delivery to the customer and when collection is reasonably assured.
          Revenue from services is recognized when the services are provided.
 
 ***(G)
          Estimates***
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. Actual results could differ from those
          estimates.
 
 ***(H)
          Fair Value of Financial Instruments***
 
 Statement
          of Financial Accounting Standards No. 107, disclosures about fair value
          of
          financial instruments, defines the fair value of a financial instrument
          as the
          amount at which the instrument could be exchanged in a current transaction
          between willing parties. The carrying values of the Company’s financial
          instruments, which consist of current liabilities, approximate fair values
          due
          to the short-term maturities of such instruments.
 
 ***(I)
          Net Loss per Share***
 
 The
          Company follows the provisions of SFAS No. 128, "Earnings per Share," which
          requires companies with complex capital structures or common stock equivalents
          to present both basic and diluted earnings per share ("EPS") on the face
          of the
          income statement. Basic EPS is calculated as income available to common
          stockholders divided by the weighted average number of common shares outstanding
          during the period. Diluted EPS is calculated using the "if converted" method
          for
          common stock equivalents. As of March 31, 2008 and 2007, there were no
          common
          stock equivalents outstanding.
 
 ***(J)
          Income Taxes***
 
 The
          Company accounts for income taxes under the Statement of Financial Accounting
          Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
          Statement 109, deferred tax assets and liabilities are recognized for the
          future
          tax consequences attributable to differences between the financial statement
          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. Under Statement 109,
          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.
 F-9
 **CX2
                TECHNOLOGIES, INC.**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **AS
                OF MARCH 31, 2008 AND 2007**
 
 ***(K)
          Stock-Based Compensation***
 
 In
          December 2004 the FASB issued a revised Statement 123 “Accounting for
          Stock-Based Compensation” (“SFAS 123R”), which replaces SFAS No. 123,
          "Accounting for Stock-Based Compensation" and supersedes Accounting Principles
          Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees."
          SFAS
          No.123(R) requires all share-based payments to employees, including grants
          of
          employee stock options, to be recognized in the financial statements based
          on
          their fair values, beginning with the first annual fiscal period after
          June 15,
          2005. The pro forma disclosures previously permitted under SFAS No. 123
          will no
          longer be an alternative to financial statement recognition. Common
          stock, stock options and common stock warrants issued to other than employees
          or
          directors are recorded on the basis of their fair value, as required by
          SFAS No.
          123(R), which is measured as of the date required by EITF Issue
          96-18, *“Accounting
          for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
          or
          in Conjunction with Selling, Goods or Services* .”
 
 In
          accordance with EITF 96-18, the stock options or common stock warrants
          are
          valued using the Black-Scholes option pricing model on the basis of the
          market
          price of the underlying common stock on the “valuation date,” which for options
          and warrants related to contracts that have substantial disincentives to
          non-performance is the date of the contract, and for all other contracts
          is the
          vesting date. Expense related to the options and warrants is recognized
          on a
          straight-line basis over the shorter of the period over which services
          are to be
          received or the vesting period. Where expense must be recognized prior
          to a
          valuation date, the expense is computed under the Black-Scholes option
          pricing
          model on the basis of the market price of the underlying common stock at
          the end
          of the period, and any subsequent changes in the market price of the underlying
          common stock up through the valuation date is reflected in the expense
          recorded
          in the subsequent period in which that change occurs. As of March 31, 2008
          and
          2007 t he
          Company has not issued any stock options.
 
 ***(L)
          Reclassifications***
 
 Certain
          amounts in the fiscal year 2007 financial statements have been reclassified
          to
          conform to the 2008 fiscal year presentation.
  NOTE
          3 -
          PROPERTY AND EQUIPMENT
  2008Communications
                      equipment
                  
                  $
                  200,000Office
                      and computer equipment
                  
                  
                  61,456261,456Less
                      accumulated depreciation
                  
                  
                  67,916Property
                      and equipment, net
                  
                  $
                  193,540
 
 Depreciation
            expense was $52,291 and $15,625 for the years ended March 31, 2008 and
            2007,
            respectively.
  F-10
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 NOTE
          4 -
          USE OF220 MHz LICENSES AND EQUIPMENT
 
 On
          March
          5, 2006, the Company agreed to purchase certain 220 MHz FCC licenses and
          related
          hardware and software for the initial planned operation of such licenses
          in
          certain geographical areas of Florida, Illinois, Michigan and Texas from
          a third
          party owner of such assets, Bizcom U.S.A., Inc. ("Bizcom"). As part of
          this
          transaction the Company issued 5,000,000 shares of Common Stock with a
          fair
          value of $5,000,000 (based on a recent cash offering price) to Bizcom.
          Due to
          certain security covenants placed on the sale of these licenses, Bizcom
          was
          unable to conclude the sale to the Company.
 
 On
          March
          6, 2006, the Company executed a ten year 200-220 MHz Airtime Agreement,
          which
          was subsequently amended effective March 19, 2007 (as amended, the "Air
          Time
          Agreement"), for the non-exclusive use of five hundred million minutes
          on all of
          the Bizcom FCC licenses. The Air Time Agreement required payment by CX2
          of a
          monthly user fee of $4,000, which was subsequently eliminated when the
          Air Time
          Agreement was amended in March 2007, and also provided for the retention
          of the
          5 million previously issued shares by Bizcom.
 
 On
          February 26, 2007, CX2 and Bizcom entered into a Licensing Agreement & Asset
          Sale (the "Licensing Agreement"), pursuant to which CX2 acquired from Bizcom
          a
          non-exclusive license to its wireless digital data intellectual property
          for
          cash payments and 1.5 million shares of common stock, which were not issued.
          This license granted the Company the right to use Bizcom proprietary
          technologies without restriction, including rights to further develop the
          existing technology or new technology, which new development would be owned
          by
          CX2. In addition, CX2 bought from Bizcom all of its digital base station
          equipment and associated assets both deployed on the Chicago network and
          in
          inventory. The inventory included all digital base stations, RRM boards
          and
          connective cabling, combiners, racks, antennas, maintenance equipment,
          lab
          equipment, and office equipment, at the Company’s Burr Ridge offices in
          Illinois, together with any such equipment in any Bizcom storage facility
          in
          Illinois.
  2008Airtime
                        agreement
                    
                    $
                    5,000,000Technology
                        license
                    
                    
                    2,079,7847,079,784Less
                        accumulated amortization
                    
                    
                    291,498Impairment
                    
                    
                    6,788,286Intangible
                        assets, net
                    
                    $
                    -
 During
          the year ended March 31, 2007, the Company recognized a $6,788,286 loss
          on
          impairment.
 
 NOTE
          5 -
          DEBT
 
 Debt
          as
          of March 31, 2008 consists of the following:
  2008Promissory
                      note to a related party, payable in monthly installmentsof
                      $ 25,000. Interest calculated at 5% per annum.
                  
                  $
                  376,740Unsecured
                      note payable to a related party. This note is payable ondemand
                      with no interest.
                  
                  
                  8,000Unsecured
                      note payable to a shareholder. This note is payable ondemand
                      with interest at 8% per annum. (See Note 9)
                  
                  
                  467,710852,450Less
                      current portion of long term notes payable
                  
                  $
                  852,450Total
                  
                  
                  -
  F-11
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 NOTE
          6 -
          INCOME TAXES
 
 The
          Company utilizes the liability method of accounting for income taxes as
          set
          forth in SFAS 109, “Accounting for Income Taxes.” Under the liability method,
          deferred taxes are determined based on the differences between the financial
          statement and tax basis of assets and liabilities using enacted tax rates
          in
          effect in the years in which the differences are expected to reverse. Income
          tax
          expense for the years ended March 31, 2008 and 2007 are summarized as
          follows:
  2008
                  
                  Current
                  
                  Deferred
                  
                  TotalFederal
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -State
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Foreign
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -2007
                  
                  
                  Current
                  
                  
                  Deferred
                  
                  
                  TotalFederal
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -State
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Foreign
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
  Income
          tax expense for the year ended March 31, 2008 differed from the amounts
          computed
          by applying the statutory U.S. Federal corporate income tax rate of 34%
          and
          state income tax at a rate of 5.5% to income before income tax benefit
          as a
          result of the following:
  2008Expected
                      income tax expense (benefit) from operations:
                  
                  $
                  (886,358
                  )Permanent
                      differences
                  
                  
                  -Valuation
                      allowance
                  
                  
                  886,358Total
                  
                  $
                  -
  The
          effects of the temporary differences that gave rise to significant portions
          of
          deferred tax assets and liabilities at March 31, 2008 and 2007 are as
          follows:
  Deferred
                      tax assets:
                  
                  2008
                  
                  2007Net
                      operating loss carryforwards (benefit)
                  
                  $
                  (3,866,549
                  )
                  $
                  (2,980,191
                  )Total
                      gross deferred tax assets
                  
                  
                  3,866,549
                  
                  
                  2,980,191Less
                      valuation allowance
                  
                  
                  3,866,549
                  
                  
                  2,980,191Net
                      deferred tax assets
                  
                  $
                  -
                  
                  $
                  -
  The
          Company had a net operating loss carry forward of approximately $10,275,178
          available to offset future taxable income through 2028. The valuation allowance
          at March 31, 2008 was $3,866,549. The net change in the valuation allowance
          for
          the year ended March 31, 2008 was an increase of $886,358.
  F-12
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 NOTE
          7 -
          STOCKHOLDERS’ EQUITY
 
 ***(A)
          Common Stock***
 
 All
          shares of common stock are identical with each other in every respect,
          and the
          holders thereof are entitled to one vote for each share of common stock
          upon all
          matters upon which the shareholders have the right to vote.
 
 ***(B)
          Preferred Stock***
 
 The
          Company has 5,000,000 shares of $0.001 par value preferred stock authorized
          with
          such preferences as the Board of Directors may designate.
 
 ***(C)
          Private Placements of Common Stock***
 
 The
          Company previously offered, through its private placement memorandum dated
          March
          6, 2006 and as amended on September 27, 2006 (the “PPM”), up to a maximum of
          5,000,000 shares of its common stock par value $.001 per share, at a price
          of
          $1.00 per share for total gross offering proceeds of up to $5,000,000.
          For the
          year ended March 31, 2008, the Company issued 5,000 shares of common stock
          for
          gross proceeds of $ 5,000 pursuant to the PPM. The PPM was terminated in
          June of
          2008.
 
 ***(D)
          Stock Issued for Services***
 
 The
          Company issued 25,000 shares in June, 2007 in exchange for consulting services
          at $ 1.00 per share.
 
 ***(E)
          Stock Issued for Promissory Note Payable***
 
 The
          Company issued 5,280,000 shares in February, 2008 in connection with the
          conversion of two promissory notes totaling $132,000, at $0.025 per share.
          The
          fair value of the common stock on the dates of conversion was $0.35 and
          $0.15
          and the Company recorded a loss on the conversions of $1,396,000.
  NOTE
          8 -
          COMMITMENTS AND CONTINGENCIES
 
 ***(A)
          Operating Lease Obligations***
 
 On
          April
          12, 2006, the Company entered into a 60-month operating lease for office
          space
          in Boynton Beach, Florida beginning June 1, 2006 for $4,459 per month,
          exclusive
          of recurring utility expenses. The Company vacated this office space in
          February, 2008. The landlord obtained a $226,562 default judgment against
          the
          Company in February 2008. The balance of the rent due under this lease
          agreement
          and the judgment of $226,562 have been accrued in these financial statements.
 
 Rent
          Expense for the year ended March 31, 2008 and 2007 was $288,004 and $63,739,
          respectively.
 
 ***(B)
          Distributor Agreement***
 
 On
          June
          4, 2006 the Company entered into a distributor agreement with ESP Wireless
          (“ESP”) a dealer and distributor of wireless services and products in the
          greater Chicago metropolitan area to market the Company’s products and services.
          The Company and ESP agreed to terminate the agreement in March
          2008.
 
 NOTE
          9 -
          RELATED PARTY TRANSACTIONS
 
 Bizcom
          is
          a major shareholder of the Company. On March 5, 2006, the Company agreed
          to
          purchase certain 220 MHz FCC licenses and related hardware and software
          for the
          initial planned operation of such licenses in certain geographical areas
          of
          Florida, Illinois, Michigan and Texas from Bizcom. As part of this transaction
          the Company issued 5,000,000 shares of Common Stock with a fair value of
          $5,000,000 (based on a recent cash offering price) to Bizcom. Due to certain
          security covenants placed on the sale of these licenses, Bizcom was unable
          to
          conclude the sale to the Company.
  F-13
 **CX2
              TECHNOLOGIES, INC.**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF MARCH 31, 2008 AND 2007**
 
 On
          March
          6, 2006, the Company executed a ten year 200-220 MHz Airtime Agreement,
          which
          was subsequently amended effective March 19, 2007, for the non-exclusive
          use of
          five hundred million minutes on all of the Bizcom FCC licenses. The Air
          Time
          Agreement required payment by CX2 of a monthly user fee of $4,000, which
          was
          subsequently eliminated when the Air Time Agreement was amended in March
          2007,
          and also provided for the retention of the 5 million previously issued
          shares by
          Bizcom.
 
 On
          February 26, 2007, CX2 and Bizcom entered into a Licensing Agreement & Asset
          Sale, pursuant to which CX2 acquired from Bizcom a non-exclusive license
          to its
          wireless digital data intellectual property for cash payments and 1.5 million
          shares of common stock, which were not issued. This license granted the
          Company
          the right to use Bizcom proprietary technologies without restriction, including
          rights to further develop the existing technology or new technology, which
          new
          development would be owned by CX2. In addition, CX2 bought from Bizcom
          all of
          its digital base station equipment and associated assets both deployed
          on the
          Chicago network and in inventory. The inventory included all digital base
          stations, RRM boards and connective cabling, combiners, racks, antennas,
          maintenance equipment, lab equipment, and office equipment, at the Company’s
          Burr Ridge offices in Illinois, together with any such equipment in any
          Bizcom
          storage facility in Illinois.
 
 During
          the year ended March 31, 2007, the Company purchased $ 232,500 of finished
          goods
          inventory from Bizcom at historical cost.
 
 During
          the years ended March 31, 2008 and 2007, a stockholder loaned the Company
          $441,210 and $26,500 for working capital. The loan bears interest at 8%
          per
          annum and is payable on demand. (See Note 12)
 
 During
          the year-ended March 31, 2008, a related party loaned the Company $8,000
          for
          working capital. The loan is unsecured, due on demand and bears no
          interest.
 
 NOTE
          10 -
          GOING CONCERN
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. The Company has a net loss of $2,355,457
          and a
          negative cash flow from operations of $467,183 during the year ended March
          31,
          2008 a working capital deficiency of $1,168,987 and a stockholder’s deficiency
          of $969,999. These factors raise substantial doubt about the Company's
          ability
          to continue as a going concern. The
          Company was in the development stage from May 2002 until January, 2007,
          at which
          time operations began. The Company has incurred a loss from operations,
          and its
          present level of revenues is not sufficient to cover all the Company’s incurred
          expenses. Management recognizes that the Company must generate additional
          resources to enable it to pay its obligations as they come due, and that
          the
          Company must ultimately achieve profitable operations. Management’s plans in
          this regard are to complete its private placement and to further pursue
          its
          business plan relating to the operation and management of its 220 MHz digital
          wireless data communications services. The
          financial statements do not include any adjustments that might result from
          the
          outcome of this uncertainty.
 
 NOTE
          11 -
          CONCENTRATION OF CREDIT RISKS
 
 Customers
 
 For
          the
          year ended March 31, 2008 and 2007, one customer accounted for all of the
          Company's sales. The Company purchases its radios primarily from one vendor,
          which accounted for all of the Company's product purchases. As such, the
          Company believes
          that it has a concentration of credit risk within its sales because of
          the
          limited customer base.
 
 NOTE
          12 -
          SUBSEQUENT EVENTS
 
 The
          promissory notes payable and accrued interest to a related party of $467,710
          were forgiven by a stockholder and recorded as contributed to capital subsequent
          to year-end. (See Note 9).
 
 The
          Company received $32,500 in loans from a related party subsequent to year
          end.
          These loans are unsecured, due on demand and bear no interest.
 
 The
          Company received $6,068 in loans from an unrelated party subsequent to
          year end.
          These loans are unsecured, due on demand and bear no interest.
  F-14