UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(MARK
ONE)


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





For the
quarterly period ended June 30, 2009





 ̈TRANSITION 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  ̈ No x





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). YesxNo ̈





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





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


Yes  ̈ No x.





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





CX2
TECHNOLOGIES, INC.


INDEX





PART
      I FINANCIAL INFORMATIONItem
      1. Financial StatementsCondensed
      Balance Sheets at June 30, 2009 (unaudited) and March 31,
    2009
                            
                            3Condensed
      Statements of Operations for the three months ended June 30, 2009 and 2008
      (unaudited)
                            
                            4Condensed
      Statements of Cash Flows for the three months ended June 30, 2009 and 2008
      (unaudited)
                            
                            5Notes
      to Condensed Financial Statements
                            
                            6Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                            
                            14Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                            
                            16Item
      4T. Controls and Procedures
                            
                            16PART
      II OTHER INFORMATIONItem
      1A. Risk Factors
                            
                            17Item
      5. Other Information
                            
                            17Item
      6. Exhibits
                            
                            17




2


CX2
TECHNOLOGIES, INC.


CONDENSED
BALANCE SHEETS


As
of June 30, 2009 and March 31, 2009










June
      30,
                
                
                March
      31,2009
                
                
                2009(Unaudited)
                
                
                (Audited)ASSETSCURRENT
      ASSETSCash
                
                $
                7,954
                
                
                $
                192Notes
      receivable-related party
                
                
                1,245
                
                
                
                1,245Other
      currrent assets
                
                
                5,000
                
                
                
                2,500TOTAL
      CURRENT ASSETS
                
                
                14,199
                
                
                
                3,937Property
      & Equipment, net
                
                
                128,176
                
                
                
                141,249TOTAL
      ASSETS
                
                $
                142,375
                
                
                $
                145,186LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                676,323
                
                
                $
                646,297Notes
      payable - related parties
                
                
                391,106
                
                
                
                391,106Note
      payable - others
                
                
                148,860
                
                
                
                135,073TOTAL
      LIABILITIES
                
                
                1,216,289
                
                
                
                1,172,476Commitments
      and ContingenciesSTOCKHOLDERS'
      DEFICITPreferred
      stock, $0.001 par value; 5,000,000 shares authorized; none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $0.001 par value, 200,000,000 shares authorized; 22,557,210 and
      shares issued and outstanding at June 30, 2009; and March 31, 2009,
      respectively
                
                
                22,557
                
                
                
                22,557Additional
      paid in capital
                
                
                8,290,333
                
                
                
                8,290,332Accumulated
      deficit
                
                
                (9,386,804
                )
                
                
                (9,340,179
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (1,073,914
                )
                
                
                (1,027,290
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                142,375
                
                
                $
                145,186





See
accompanying notes to the condensed financial statements.


3


CX2
TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF OPERATIONS


(UNAUDITED)


For
the Three Months Ended June 30, 2009 and 2008










For
      the Three Months EndedJune
      30,2009
                
                
                2008REVENUES
                
                $
                2,500
                
                
                $
                5,250Cost
      of sales
                
                
                -
                
                
                
                -GROSS
      MARGIN
                
                
                2,500
                
                
                
                5,250OPERATING
      EXPENSES:Selling,
      general and administrative
                
                
                36,056
                
                
                
                118,485Depreciation
      and amortization
                
                
                13,073
                
                
                
                13,073TOTAL
      OPERATING EXPENSES
                
                
                49,129
                
                
                
                131,558NET
      LOSS FROM OPERATIONS
                
                
                (46,629
                )
                
                
                (126,308
                )OTHER
      EXPENSEInterest
      expense
                
                
                -
                
                
                
                (7
                )TOTAL
      OTHER EXPENSES
                
                
                (46,629
                )
                
                
                (126,315
                )NET
      LOSS
                
                $
                (46,629
                )
                
                $
                (126,315
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANIDING-BASIC AND DILUTED
                
                
                23,553,100
                
                
                
                23,553,100LOSS
      PER COMMON SHARES-BASIC AND DILUTED
                
                $
                (0.00
                )
                
                $
                (0.01
                )





See
accompanying notes to the condensed financial statements.


4


CX2
TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


(UNAUDITED)


For
the Three Months Ended June 30, 2009 and 2008







For
      the Three Months EndedJune
      30,2009
                  
                  
                  2008CASH
      FLOW FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (46,629
                  )
                  
                  $
                  (126,315
                  )Adjustment
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      and amortization
                  
                  
                  13,073
                  
                  
                  
                  13,073Changes
      in assets and liabilities:Notes
      receivable-related party
                  
                  
                  -
                  
                  
                  
                  (1,245
                  )Prepaid
      expenses
                  
                  
                  (2,500
                  )
                  
                  
                  (1,730
                  )Deposits
                  
                  
                  -
                  
                  
                  
                  5,448Accounts
      payable and accrued liabilities
                  
                  
                  30,031
                  
                  
                  
                  53,543Net
      Cash Used in Operating Activities
                  
                  
                  (6,025
                  )
                  
                  
                  (57,226
                  )CASH
      FLOW FROM FINANCING ACTIVITIES:Proceeds
      from notes payable
                  
                  
                  13,787
                  
                  
                  
                  55,613Net
      cash provided by financing activities
                  
                  
                  13,787
                  
                  
                  
                  55,613Net
      decrease in cash
                  
                  
                  7,762
                  
                  
                  
                  (1,613
                  )Cash
      and cash equivalents at beginning of period
                  
                  
                  192
                  
                  
                  
                  2,917Cash
      and cash equivalents at end of period
                  
                  $
                  7,954
                  
                  
                  $
                  1,304Supplemental
      Disclosure of Cash Flow Information:Cash
      paid for:Interest
                  
                  $
                  -
                  
                  
                  $
                  7Taxes
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      Disclosure of Non-Cash Investing and Financing Activities:Conversion
      of note payable - related party to equity
                  
                  $
                  -
                  
                  
                  $
                  467,710





See
accompanying notes to the condensed financial statements.


5


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





NOTE 1 –
ORGANIZATION AND DESCRIPTION OF BUSINESS





CX2
Technologies, Inc. (hereinafter the "Company" or "CX2") was incorporated on May
21, 2002 as Brookview Institute, Inc., under the laws of the State of
Nevada.  On November 16, 2005, the Company changed its name to CX2
Technology, Inc.  On December 6, 2005, the Company filed articles of
correction to change the name to CX2 Technologies, Inc.  On May 10,
2006, the Company domesticated to the State of Florida.  Its fiscal
year end is March 31.





The
Company had engaged in the development, operation and management of 220 MHz
digital wireless data communications services.  As disclosed in the
Company's Form 10-K for the fiscal year ended March 31, 2009, “The Company
utilized intellectual property licensed from Bizcom pursuant to an agreement
with Bizcom, which subsequently forfeited their IP to Stillwater Asset Backed
Funds. Thus, CX2 no longer believes it has any right to use this IP, and
management is seeking to negotiate a license with Stillwater Asset Backed Funds
to enable the Company to continue to have access to this IP. There can be no
assurance that the Company will be successful in obtaining such a
license.”  CX2 management and consultants attempted and were not
successful in negotiating with representatives of Stillwater Asset Backed Funds
for the right to use the intellectual property underlying the technology which
was forfeited by Bizcom.





NOTE
2 – INTERIM FINANCIAL STATEMENTS





The
accompanying interim unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended June 30, 2009 are
not necessarily indicative of the results that may be expected for the year
ending March 31, 2010. For further information, refer to the financial
statements and footnotes thereto included in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2009.





NOTE
3 – GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company had a net loss of
$46,629 and a negative cash flow from operations of $6,025 during the three
months ended June 30, 2009, along with a working capital deficiency of
$1,202,090 and a stockholder’s deficiency of $1,073,914.  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 plan in this regard is to
find an existing revenue producing company, or a company with assets to take
over or use to expand operations. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


6


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
Accounting





The
financial statements are prepared using the accrual basis of accounting where
revenues and expenses are recognized in the period in which they were
incurred.  The basis of accounting conforms to accounting principles
generally accepted in the United States of America.





Revenue
Recognition





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





Estimates





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





Fair Value of Financial
Instruments





Statement
of Financial Accounting Standards (SFAS) No. 107, Disclosures About Fair Value
of Financial Instruments, defines the fair value of a financial instrument as
the amount at which the instrument could be exchanged in a current transaction
between willing parties.  The carrying values of the Company’s
financial instruments, which consist of current liabilities, approximate fair
values due to the short-term maturities of such instruments.





Net Loss Per
Share





The
Company follows the provisions of SFAS No. 128, "Earnings per Share," which
requires companies with complex capital structures or common stock equivalents
to present both basic and diluted earnings per share ("EPS") on the face of the
income statement.  Basic EPS is calculated as income available to
common stockholders divided by the weighted average number of common shares
outstanding during the period.  Diluted EPS is calculated using the
"if converted" method for common stock equivalents.  As of June 30,
2009 there were no common stock equivalents outstanding.


7


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





Recent Accounting
Pronouncements





Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.




In April
2009, the Financial Accounting Standards Board issued Statement (“FASB”) issued
FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments”.  This FSP amends SFAS No.
107 to require disclosures about fair values of financial instruments for
interim reporting periods as well as in annual financial
statements.  The FSP also amends Accounting Principles Board Opinions
“APB Opinion” No. 28 to require those disclosures in summarized financial
information at interim reporting periods.  This FSP becomes effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The adoption of
this FSP is not expected to have a material impact on our consolidated financial
statements.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”).
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date and is effective for interim and annual periods
ending after June 15, 2009.  The adoption of this standard did not
have an impact on our financial position, results of operations or cash
flows.





In June
2009, the FASB issued Statement No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles”
(“SFAS No. 168”).  SFAS No. 168 will become the single source of
authoritative nongovernmental U.S. generally accepted accounting principles
(“GAAP”), superseding existing FASB, American Institute of Certified Public
Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related
accounting literature.  SFAS No. 168 reorganizes the thousands of GAAP
pronouncements into roughly 90 accounting topics and displays them using a
consistent structure.  Also included is relevant Securities and
Exchange Commission guidance organized using the same topical structure in
separate sections.  SFAS No. 168 will be effective for financial
statements issued for reporting periods that end after September 15,
2009.  This statement will have an impact on the Company’s financial
statements since all future references to authoritative accounting literature
will be references in accordance with SFAS No. 168. The Company will adopt
the use of the Codification for the quarter ending September 30,
2009.  The Company is currently evaluating the effect on its financial
statement disclosures since all future references to authoritative accounting
literature will be references in accordance with the
Codification.


8


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





In August
2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10,
“Fair Value Measurements and
Disclosures—Overall”. The update provides clarification that in
circumstances, in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value
using one or more of the techniques provided for in this update. The amendments
in this ASU clarify that a reporting entity is not required to include a
separate input or adjustment to other inputs relating to the existence of a
restriction that prevents the transfer of the liability and also
clarifies  that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the
identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The guidance provided in this ASU is effective for the first
reporting period, including interim periods, beginning after
issuance.  The adoption of this standard did not have a material
impact on the Company’s financial position and results of
operations.





In
September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on
Accounting for Uncertainty in Income Taxes and Disclosure Amendments for
Nonpublic Entities”, which provides implementation guidance on accounting
for uncertainty in income taxes, as well as eliminates certain disclosure
requirements for nonpublic entities.  For entities that are currently
applying the standards for accounting for uncertainty in income taxes, this
update shall be effective for interim and annual periods ending after September
15, 2009. For those entities that have deferred the application of accounting
for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e),
this update shall be effective upon adoption of those standards. The adoption of
this standard is not expected to have an impact on the Company’s financial
position and results of operations since this accounting standard update
provides only implementation and disclosure amendments.





In
September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic
820-10, “Fair Value
Measurements and Disclosures – Overall”, to permit a reporting entity to
measure the fair value of certain investments on the basis of the net asset
value per share of the investment (or its equivalent). This ASU also requires
new disclosures by major category of investments including the attributes of
investments within the scope of this amendment to the Codification. The guidance
in this Update is effective for interim and annual periods ending after December
15, 2009. Early application is permitted.The adoption of this
standard is not expected to have an impact on the Company’s financial position
and results of operations.





In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue
Recognition-Multiple-Element Arrangements”, for separating consideration
in multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is not expected to have any impact on the
Company’s financial position and results of operations.


9


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





In
October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain
Revenue Arrangements that Include Software Elements” and changes the
accounting model for revenue arrangements that include both tangible products
and software elements. Under this guidance, tangible products containing
software components and nonsoftware components that function together to deliver
the tangible product's essential functionality are excluded from the software
revenue guidance in Subtopic 985-605, “Software-Revenue
Recognition”. In addition, hardware components of a tangible product
containing software components are always excluded from the software revenue
guidance.  The guidance in this ASU is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted.  The
adoption of this standard is not expected to have any impact on the Company’s
financial position and results of operations.





In
December 2009, the FASB has published ASU 2009-16 “Transfers and Servicing (Topic
860): Accounting for Transfers of Financial Assets.” ASU No. 2009-16
is a revision to ASC 860, “Transfers and Servicing,”
and amends the guidance on accounting for transfers of financial assets,
including securitization transactions, where entities have continued exposure to
risks related to transferred financial assets. ASU No. 2009-16 also expands
the disclosure requirements for such transactions. This ASU will become
effective for us on April 1, 2010.  The adoption of this standard
is not expected to have any impact on the Company’s financial position and
results of operations.





In
December 2009, the FASB has published ASU 2009-17 “Consolidations (Topic 810):
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities.” ASU No. 2009-17 amends the guidance for
consolidation of VIEs primarily related to the determination of the primary
beneficiary of the VIE. The adoption of this standard is not expected to have
any impact on the Company’s financial position and results of
operations.





In
January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for
Distributions to Shareholders with Components of Stock and Cash—a consensus of
the FASB Emerging Issues Task Force,”as codified in ASC 505. ASU
No. 2010-01 clarifies the treatment of certain distributions to
shareholders that have both stock and cash components. The stock portion of such
distributions is considered a share issuance that is reflected in earnings per
share prospectively and is not a stock dividend. The amendments in this Update
are effective for interim and annual periods ending on or after December 15,
2009 and should be applied on a retrospective basis.  Early adoption
is permitted.  The adoption of this standard is not expected to have
an impact on the Company’s financial position and results of
operations.





In
January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810) -
Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope
Clarification,” as codified in ASC 810, “Consolidation.” ASU
No. 2010-02 applies retrospectively to April 1, 2009, our adoption
date for ASC 810-10-65-1 as previously discussed in this financial note. This
ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a
subsidiary or an exchange of a group of assets that is a business or nonprofit
activity. The ASU also requires expanded disclosures. The amendments in this
Update are effective for interim and annual periods ending on or after December
15, 2009, and should be applied on a retrospective basis.  The
adoption of this standard is not expected to have any impact on the Company’s
financial position and results of operations.


10


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





In
January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and
Disclosures (Topic 820): - Improving Disclosures about Fair Value
Measurements”. ASU No. 2010-06 clarifies improve disclosure
requirement related to fair value measurements and disclosures – Overall
Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosure about purchase, sales, issuances, and settlement in the roll
forward of activity in Level 3 fair value measurements.  Those
disclosures are effective for fiscal years beginning after December 15, 2010,
and for interim periods within those fiscal years. The amendments in this Update
are effective for interim and annual periods ending on or after December 15,
2009, and should be applied on a retrospective basis.  The adoption of
this standard is not expected to have a material impact on the Company’s
financial position and results of operations.





Other
ASUs not effective until after June 30, 2009 are not expected to have a
significant effect on the Company’s financial position or results of
operations.





NOTE
5 – NOTES PAYABLE





Debt due
as of June 30, 2009 consists of the following:




2009(1)
      Promissory note to a related party, payable in monthly installments of
      $25,000.  Interest calculated at 5% per
      annum.  Includes accrued interest of $13,031.
                      
                      $
                      391,106(2)
      Unsecured note payable to a GEO Command, Inc. This note is payable on
      demand with no interest.
                      
                      
                      46,860(3)
      Note Payable - officer
                      
                      
                      92,000(4)
      Note Payable - others
                      
                      
                      10,000539,966Less
      current portion of long term notes payable
                      
                      
                      539,966Total
      notes payable
                      
                      $
                      -




During
the three months ended June 30, 2009 GEO Command, Inc., loaned the
Company an additional $13,787 for working capital purposes.  These
loans, which total $138,860, are unsecured, due on demand and bear no
interest.
  The
Company also owes GEOcommand, Inc., in connection with a management consulting
contract, a total of $200,000 as of June 30, 2009.  This total is
included in accounts payable and accrued expenses in the accompanying financial
statements.


11


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





NOTE
6 – STOCKHOLDERS’ EQUITY





Common
Stock





All
shares of common stock are identical with each other in every respect, and the
holders thereof are entitled to one vote for each share of common stock upon all
matters upon which the shareholders have the right to vote.





Preferred
Stock





The
Company has 5,000,000 shares of $0.001 par value preferred stock authorized with
such preferences as the Board of Directors may designate.





Private Placements of Common
Stock





The
Company previously offered, through its private placement memorandum dated March
6, 2006 and as amended on September 27, 2006 (the “PPM”), up to a maximum of
5,000,000 shares of its common stock par value $.001 per share, at a price of
$1.00 per share for total gross offering proceeds of up to
$5,000,000.  The PPM was terminated in June of 2008.





NOTE
7 – COMMITMENTS AND CONTINGENCIES





Operating Lease
Obligations





In April,
2006, the Company entered into a 60-month operating lease for office space in
Boynton Beach, Florida beginning June 1, 2006 for $4,459 per month, exclusive of
recurring utility expenses.  The Company vacated this office space in
February 2008 and the landlord obtained a $226,562 default judgment which has
been accrued in these financial statements.





NOTE
8 – RELATED PARTY TRANSACTIONS





Bizcom
USA, Inc. ("Bizcom") is a major shareholder of the Company.  The
Company had non-exclusive access to 500 million minutes of airtime in the 220
MHz frequency band as a result of its Airtime Agreement with Bizcom which was
entered into in March 2006.  In addition, the Company had another
non-exclusive license agreement with Bizcom which provided for rights to use
certain wireless digital data intellectual property, including rights to further
develop the existing technology or new technology, which new development would
be owned by the Company.  The Company owes Bizcom approximately
$391,106 as of June 30, 2009.  In late 2008 the Company learned that
Bizcom had lost ownership of its FCC licenses and thus the Company does not
believe it continues to have any rights to use minutes or other rights granted
to it under its agreements with Bizcom.


12


CX2
TECHNOLOGIES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)


As
of June 30, 2009





NOTE
9 – CONCENTRATION OF CREDIT RISKS





Customers





For the
three months ended June 30, 2009, 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 during that
period. As such, the Company believes that it has a concentration of credit risk
within its receivables because of the limited customer base.





NOTE
10 – SUBSEQUENT EVENT





The
Company received $49,465 in loans from a GEO Command, Inc., subsequent to
June 30, 2009.  These loans are unsecured, due on demand and bear no
interest.  The Company had no other material subsequent events to
disclose from the balance sheet date to the filing date. The Company evaluated
subsequent events through June 1, 2010.




13





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 three months 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.  Subsequently, the
Company sold its hard assets to a consultant in exchange for cancellation of
past due consulting fees.  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.




14





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 and until 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.




15







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.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company, the Company is not required to provide Part I, Item 3
disclosure in this Quarterly Report.





ITEM
4T.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal 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 June 30, 2009.  Based on that evaluation, our principal
executive officer and our principal financial officer concluded that the design
and operation of our disclosure controls and procedures were
effective.  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 procedures is
designed to provide a reasonable level of assurance that the objectives of the
system will be met.





Changes
in Internal Control over Financial Reporting





There
have not been any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




16


PART
II


OTHER
INFORMATION





ITEM
1A. Risk Factors.





There
have been no material changes to the risk factors discussed in Item 1A of
our Annual Report on Form 10-K for the fiscal year ended March 31,
2009.





ITEM
5. Other Information.





During
the quarter ended June 30, 2009, the Company entered into two promissory notes
in favor of GEOCommand, Inc., a consultant to the Company – one dated June 23,
2009 in the principal amount of $5,787.66 and one dated June 30, 2009 in the
principal amount of $8,000.  The proceeds of both notes were used by
the Company for working capital.  Both notes are due on demand and do
not bear interest.





ITEM
6. Exhibits and Reports on Form 8-K.





(a)
            Exhibits:




10.18
            Promissory
      Note dated June 23, 2009 issued by CX2 Technologies, Inc. in favor of
      GEOCommand, Inc. in the principal amount of
  $5,787.66





10.19
            Promissory
      Note dated June 30, 2009 issued by CX2 Technologies, Inc. in favor of
      GEOCommand, Inc. in the principal amount of
  $8,000





31
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive and Principal
      Financial Officer





32
            Section
      1350 Certification





(b)
              Reports
      on Form 8-K:





None.


17





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 21, 2010
            CX2
      Technologies, Inc.(Registrant)By:/s/ Lester
      HahnLester
      Hahn, Chief Executive Officer, Principal Executive,Financial
      and Accounting Officer




18