UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1





(MARK
ONE)


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




For the quarterly
      period ended June 30, 2009




oTRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the transition
      period from ______ to _______




Commission file
      number 0-52396





CX2
TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)




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





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


(Address
of principal executive offices)





(561)
347-9235


Registrant’s
telephone number





_________________________________________


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the


Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  Large accelerated filer o Accelerated filer o Non-accelerated filer
o Smaller reporting
company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o No x.





As of
June 15, 2010 there were 27,472,960 shares of the registrant’s common stock
outstanding.










EXPLANATORY
NOTE




This
Amendment No. 1 to CX2 Technologies, Inc.'s Form 10-Q amends the Form 10-Q filed
with the U.S. Securities and Exchange Commission on June 22, 2010 (the "Original
Filing").  The Amendment is being filed for the purpose of revising
Item 2 of Part I, as the contemplated asset transfer failed to close with the
consultant.  The only items filed herewith are Item 2, the signature
page and the certifications. With the exception of the foregoing, no other
information in the Original Filing has been supplemented, updated or
amended.




2





ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The
following is a discussion and analysis of our financial condition and results of
operations for the threemonths ended
June 30, 2009 and significant factors that could affect our prospective
financial condition and results of operations. You should read this discussion
in conjunction with our financial statements and notes contained in our Form
10-K for the fiscal year ended March 31, 2009. Historical results may not be
indicative of future performance.





Caution Regarding
Forward-Looking Information





All
statements contained in this Form 10-Q, other than statements of historical
facts, that address future activities, events or developments are
forward-looking statements, including, but not limited to, statements containing
the words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” and similar expressions.  All statements other than
statements of historical fact are statements that could be deemed
forward-looking  statements, including any statements of the plans,
strategies and objectives of management for future operations; any statements
concerning proposed new developments; any statements regarding future economic
conditions or performance; any statements of belief; and any statements of
assumptions underlying any of the foregoing.  These statements are
based on certain assumptions and analyses made by us in light of our experience
and our assessment of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate under the
circumstances.  However, whether actual results will conform to the
expectations and predictions of management is subject to a number of risks and
uncertainties described under “Risk Factors” in Item 1A of Part II below and in
the “Risk Factors” section of our Form 10-K for the fiscal year ended March 31,
2009 that may cause actual results to differ materially.





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





Overview





Until
December 31, 2008, CX2 Technologies, Inc. was engaged in the development and
sale of its 220 MHz digital wireless data communications technologies and
related services.





The
Company previously marketed CX2 branded data technology and services for use by
various commercial/industrial applications and the Homeland Security/Public
Safety sector.  Due to advances in 220 MHz technology and equipment
and the lower costs generally associated with lower frequency band usage in
comparison to cellular telephone and other wireless communications services,
management believed a broad spectrum of potential commercial and public
safety/emergency disaster relief end-users may find the Company's services
advantageous and desirable, which could result in fee-based subscribership
and/or high margin technology sales.





As the
intellectual property underlying the CX2 branded technology was licensed from a
major shareholder, and this intellectual property was forfeited by this licensor
shareholder to one of its creditors, the Company lost its ability to continue
developing and marketing its products and services.  The Company now
has no operations and is seeking to acquire or merge with a revenue producing
company as a possible way to preserve some shareholder
value.  However, there can be no assurance that this will
occur.





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





3




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





The
Company has limited assets and capital.  For our fiscal year ended
March 31, 2009, we had a net loss of $565,001, and for the fiscal quarter ended
June 30, 2009, we had a net loss of $46,629.





Results
of Operations





Three
months ended June 30, 2009 compared to the three months ended June 30,
2008




Revenues.Revenues
from operations for the three months ended June 30, 2009 reflected a decrease of
$2,750 from the three months ended June 30, 2008, due to a decrease in sales of
equipment, primarily base stations.  Revenues in both periods were
minimal as the Company has not yet fully commenced its operations and no longer
plans to do so unless anduntil a new
source of operations is acquired by the Company.




Cost of
Sales.There were no costs of sales for the three months ended
June 30, 2009 and the three months ended June 30, 2008 due to the Company’s
decision to adjust its radio inventory that was considered obsolete at March 31,
2008.




Operating
Expenses.Operating expenses decreased by $82,429 to $49,129
for the three months ended June 30, 2009, as compared to $131,558 for the three
months ended June 30, 2008, as a result of a decrease in marketing and investor
relations costs.




Net
Loss.  The Company's net loss was $46,629 for the three months
ended June 30, 2009, as compared to a net loss of $126,315 for the three months
ended June 30, 2008.




Liquidity
and Capital Resources





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





We were
in a working capital shortage at the fiscal year end of March 31, 2009 and at
June 30, 2009, and cash flow from operations is insufficient to sustain our
operations as of the date of this filing.  As of the date of this
filing, the Company still requires additional financing to sustain operations
until a new source of potential revenue can be located. No assurances are given
that we will be successful in obtaining additional needed
capital.  Our inability to secure such additional capital will
materially adversely affect the Company and its operations. We believe our
current cash position after funding and anticipated receipt of revenues will
enable us to sustain current operations for up to approximately one
month.





At June
30, 2009, we had a stockholders' deficiency of $1,073,914, total assets of
$142,375 and total current liabilities of $1,216,289. For the quarter ended June
30, 2009, we have incurred losses of $46,629 and for the quarter ended June 30,
2009, we used cash in operations of $6,025. Our operations and acquisitions have
been funded by the sale of equity in private equity financing from accredited
investors and by loans from our management. These funds have been used for
working capital and general corporate purposes and acquisition and licensing
costs in furtherance of our business plan. There are no current arrangements
with purchasers for any of our securities.





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





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





4




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





We have
no off balance sheet arrangements.





Critical
Accounting Policies and Estimates





Note 4 of the Notes to the Financial Statements,
includes a summary of the significant accounting policies and methods used in
the preparation of our Financial Statements.  We consider the
following accounting policies and methods to be the most important to our
financial position and results of operations, either because of the significance
of the financial statement item or because they require the exercise of
significant judgment or the use of estimates.  In addition, Financial
Reporting Release No. 61 requires all companies to include a discussion to
address, among other things, liquidity, off-balance sheet arrangements,
contractual obligations and commercial commitments.





Revenue
Recognition





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





SIGNATURES





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




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