---

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

|                                                                                    
|------------------------------------------------------------------------------------
|(MARK ONE)                                                                          
|x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
|                                                                                    
|For
 the quarterly period ended June 30, 2008                                       
|                                                                                    
|o 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 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

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

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

As of August 11, 2008 there
were 23,057,210 shares of the Registrants common stock outstanding.

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

---

---



CX2 TECHNOLOGIES, INC.
INDEX

|                                                                                                  |  |      
|------------------------------------------------------------------------------------------------- |  | -----
|PART
 I FINANCIAL INFORMATION                                                                    
|                                                                                                  |  |      
|Item 1. Financial
 Statements                                                                     |  |      
|                                                                                                  |  |      
|Condensed Balance Sheets at June 30, 2008 (unaudited) and March
 31, 2008                         |  | 3    
|                                                                                                  |  |      
|Condensed Statements of Operations for the three months ended
 June 30, 2008 and 2007 (unaudited) |  | 4    
|                                                                                                  |  |      
|Condensed Statements of Cash Flows for the three months ended
 June 30, 2008 and 2007 (unaudited) |  | 5    
|                                                                                                  |  |      
|Notes to Condensed Financial Statements                                                           |  | 6-9  
|                                                                                                  |  |      
|Item 2. Managements Discussion and Analysis of Financial
 Condition and Results of Operations    |  | 10-13
|                                                                                                  |  |      
|Item 3. Quantitative and Qualitative Disclosures About Market
 Risk                               |  | 14   
|                                                                                                  |  |      
|Item 4. Controls and Procedures                                                                   |  | 14   
|                                                                                                  |  |      
|PART
 II OTHER INFORMATION                                                                       
|                                                                                                  |  |      
|Item 5. Exhibits                                                                                  |  | 15-18

2

---



CX2 TECHNOLOGIES, INC. CONDENSED BALANCE SHEETS 
As of June 30, 2008 and March 31, 2008

|                                                                                                  |  |                            |             |                |   |             |  
|------------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | -------------- | - | ----------- | -
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                 
|                                                                                                  |  | June 30, 2008
 (Unaudited) |             | March 31, 2008 |  
|                                                                                                  |  |                            |             |                |  
|ASSETS                                                                                            |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Current Assets                                                                                    |  |                            |             |                |   |             |  
|Cash and cash equivalents                                                                         |  | $                          | 1,304       |                | $ | 2,917       |  
|Prepaid expenses                                                                                  |  |                            | 1,730       |                |   |            |  
|Notes receivable                                                                                  |  |                            | 1,245       |                |   |            |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Current Assets                                                                              |  |                            | 4,279       |                |   | 2,917       |  
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Property and Equipment, net                                                                       |  |                            | 180,467     |                |   | 193,540     |  
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Other Assets                                                                                      |  |                            |             |                |   |             |  
|Deposits                                                                                          |  |                            |            |                |   | 5,448       |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Other Assets                                                                                |  |                            |            |                |   | 5,448       |  
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Assets                                                                                      |  | $                          | 184,746     |                | $ | 201,905     |  
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|LIABILITIES
 AND STOCKHOLDERS DEFICIENCY                                                         |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Current Liabilities                                                                               |  |                            |             |                |   |             |  
|Accounts payable and accrued expenses                                                             |  | $                          | 372,997     |                | $ | 319,454     |  
|Notes payable - related parties                                                                   |  |                            | 435,353     |                |   | 852,450     |  
|Notes payable                                                                                     |  |                            | 5,000       |                |   |            |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Current Liabilities                                                                         |  |                            | 813,350     |                |   | 1,171,904   |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Liabilities                                                                                 |  |                            | 813,350     |                |   | 1,171,904   |  
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Stockholders Deficiency                                                                          |  |                            |             |                |   |             |  
|Preferred 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,
 23,057,210 issued and outstanding |  |                            | 23,057      |                |   | 23,057      |  
|Additional paid-in capital                                                                        |  |                            | 9,749,832   |                |   | 9,282,122   |  
|Accumulated deficit                                                                               |  |                            | (10,401,493 | )              |   | (10,275,178 | )
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Stockholders Deficiency                                                                    |  |                            | (628,604    | )              |   | (969,999    | )
|                                                                                                  |  |                            |             |                |   |             |  
|                                                                                                  |  |                            |             |                |   |             |  
|Total Liabilities and Stockholders Deficiency                                                    |  | $                          | 184,746     |                | $ | 201,905     |  
|                                                                                                  |  |                            |             |                |   |             |  

See accompanying notes to the condensed
financial statements.

3

---



CX2 TECHNOLOGIES, INC.CONDENSED STATEMENTS OF OPERATIONS 
(UNAUDITED) 
For the Three Months Ended June 30, 2008 and 2007

|                                                                                     |  |               |            |               |   |            |  
|------------------------------------------------------------------------------------ |  | ------------- | ---------- | ------------- | - | ---------- | -
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  | June 30, 2008 |            | June 30, 2007 |  
|                                                                                     |  |               |            |               |  
|                                                                                     |  |               |            |               |  
|Revenue                                                                              |  | $             | 5,250      |               | $ | 39,000     |  
|Cost of sales                                                                        |  |               |           |               |   | 12,382     |  
|                                                                                     |  |               |            |               |   |            |  
|Gross Profit                                                                         |  |               | 5,250      |               |   | 26,618     |  
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|Operating Expenses                                                                   |  |               |            |               |   |            |  
|Selling, general and administrative                                                  |  |               | 118,485    |               |   | 183,438    |  
|Depreciation and amortization                                                        |  |               | 13,073     |               |   | 13,073     |  
|                                                                                     |  |               |            |               |   |            |  
|Total Operating Expenses                                                             |  |               | 131,558    |               |   | 196,511    |  
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|Loss from Operations                                                                 |  |               | (126,308   | )             |   | (169,893   | )
|                                                                                     |  |               |            |               |   |            |  
|Other Expense                                                                        |  |               |            |               |   |            |  
|Interest expense                                                                     |  |               | (7         | )             |   | (5,674     | )
|                                                                                     |  |               |            |               |   |            |  
|Total Other Expense                                                                  |  |               | (7         | )             |   | (5,674     | )
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                                               |  |               | (126,315   | )             |   | (175,567   | )
|                                                                                     |  |               |            |               |   |            |  
|Provision for income taxes                                                           |  |               |           |               |   |           |  
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|Net Loss                                                                             |  | $             | (126,315   | )             | $ | (175,567   | )
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|Weighted Average Number of Shares Outstanding During
 the Period - Basic and Diluted |  |               | 23,057,210 |               |   | 17,750,960 |  
|                                                                                     |  |               |            |               |   |            |  
|                                                                                     |  |               |            |               |   |            |  
|Net Loss Per Share - Basic and Diluted                                               |  | $             | (0.01      | )             | $ | (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, 2008 and 2007
|                                                 

|                                                                         |  |               |          |               |   |          |  
|------------------------------------------------------------------------ |  | ------------- | -------- | ------------- | - | -------- | -
|                                                                         |  | June 30, 2008 |          | June 30, 2007 |  
|                                                                         |  |               |          |               |  
|Cash Flows From Operating Activities:                                    |  |               |          |               |   |          |  
|Net Loss                                                                 |  | $             | (126,315 | )             | $ | (175,567 | )
|Adjustments to reconcile net loss to net cash used
in operations         |  |               |          |               |   |          |  
|Amortization and depreciation                                            |  |               | 13,073   |               |   | 13,073   |  
|Common stock issued in exchange for
services                             |  |               |         |               |   | 25,000   |  
|Changes in operating assets and
liabilities:                             |  |               |          |               |   |          |  
|Accounts receivable                                                      |  |               | (1,245   | )             |   |         |  
|Prepaid expenses                                                         |  |               | (1,730   | )             |   | 9,000    |  
|Deposits                                                                 |  |               | 5,448    |               |   |         |  
|Accounts payable and accrued expenses                                    |  |               | 53,543   |               |   | 867      |  
|Deferred revenue                                                         |  |               |         |               |   | (39,000  | )
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Net Cash Used in Operating Activities                                    |  |               | (57,226  | )             |   | (166,627 | )
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Cash Flows From Financing Activities:                                    |  |               |          |               |   |          |  
|Proceeds from notes payable - related parties                            |  |               | 50,613   |               |   | 237,284  |  
|Proceeds from notes payable                                              |  |               | 5,000    |               |   |         |  
|Repayment of notes payable                                               |  |               |         |               |   | (89,371  | )
|Stock issued for cash, net of offering costs                             |  |               |         |               |   | 5,000    |  
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Net Cash Provided by Financing Activities                                |  |               | 55,613   |               |   | 152,913  |  
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Net Decrease in Cash                                                     |  |               | (1,613   | )             |   | (13,714  | )
|                                                                         |  |               |          |               |   |          |  
|Cash at Beginning of Period                                              |  |               | 2,917    |               |   | 13,714   |  
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Cash at End of Period                                                    |  | $             | 1,304    |               | $ |         |  
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Supplemental Disclosure of Cash Flow Information:                        |  |               |          |               |   |          |  
|Cash paid for:                                                           |  |               |          |               |   |          |  
|Interest                                                                 |  | $             | 7        |               | $ |         |  
|                                                                         |  |               |          |               |   |          |  
|Taxes                                                                    |  | $             |         |               | $ |         |  
|                                                                         |  |               |          |               |   |          |  
|                                                                         |  |               |          |               |   |          |  
|Supplemental Disclosure of Non-Cash Investing and
 Financing Activities: |  |               |          |               |   |          |  
|Stock issued under terms of airtime
agreement                            |  | $             |         |               | $ | 25,000   |  
|                                                                         |  |               |          |               |   |          |  
|Conversion of notes payable - related parties 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, 2008
|                                                                                                 |                                                   
|                                                                                                 | NOTE 1 
 ORGANIZATION AND DESCRIPTION OF BUSINESS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | CX2 Technologies, Inc.
 (hereinafter the Company or CX2) was incorporated on May 21, 2002 as
 Brookview Institute, Inc., under the laws of the State of Nevada. On November 16, 2005 the Company changed
 its name to CX2 Technology, Inc. On
 December 6, 2005, the Company filed articles of correction to change the name
 to CX2 Technologies, Inc. On May 10,
 2006, the Company domesticated to the State of Florida. Its fiscal year end is March 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The Company is engaged in
 the development, operation and management of 220 MHz digital wireless data
 communications services. In September
 2006 the Company entered into a ten year Airtime agreement for the exclusive
 use of minutes on 220 MHz Federal Communications Commission (FCC) licenses
 and the related equipment with a third party. This agreement allows the Company to operate throughout the
 entire United States and initially in the geographical areas of Florida,
 Illinois, Michigan and Texas. 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The accompanying unaudited
 condensed financial statements have been prepared in accordance with
 accounting principles generally accepted in the United States of America and
 the rules and regulations of the Securities and Exchange Commission for
 interim financial information.
 Accordingly, they do not include all the information necessary for a
 comprehensive presentation of financial position and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | It is managements
 opinion, however that all material adjustments (consisting of normal
 recurring adjustments) have been made which are necessary for a fair
 financial statement presentation. The
 results for the interim period are not necessarily indicative of the results
 to be expected for the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 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 $126,315 and a negative cash flow from operations of $57,226 during
 the three months ended June 30, 2008, a working capital deficiency of $632,883
 and a stockholders deficiency of $628,604.
 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.

6

---



|                                                                                                  |                                                                 
|------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|CX2 TECHNOLOGIES, INC. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(UNAUDITED) 
As of June 30, 2008
|                                                                                                  |                                                                 
|                                                                                                  | NOTE 2 
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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 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, 2008 there were no common stock equivalents
 outstanding.                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Certain amounts in the
 fiscal year 2008 financial statements have been reclassified to conform to
 the 2009 fiscal year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Determining
 Whether Instruments Granted in Share-Based Payment Transactions Are
 Participating Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In June 2008, the
 Financial Accounting Standards Board (FASB) issued FSP Emerging Issues Task
 Force (EITF) Issue No. 03-6-1, Determining Whether Instruments Granted in
 Share-Based Payment Transactions Are Participating Securities. The FSP
 addresses whether instruments granted in share-based payment transactions are
 participating securities prior to vesting and, therefore, need to be included
 in the earnings allocation in computing earnings per share under the
 two-class method. The FSP affects entities that accrue dividends on
 share-based payment awards during the awards service period when the
 dividends do not need to be returned if the employees forfeit the award. This
 FSP is effective for fiscal years beginning after December 15, 2008. The
 Company is currently assessing the impact of FSP EITF No. 03-6-1 on its
 financial position and results of operations.

7

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|                                                                                                    
|----------------------------------------------------------------------------------------------------
|CX2 TECHNOLOGIES, INC. 
 NOTES TO CONDENSED FINANCIAL STATEMENTS 
 (UNAUDITED) 
 As of June 30, 2008
|                                                                                                    

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTE 2 
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Determining
 Whether an Instrument (or an Embedded Feature) Is Indexed to an entitys Own
 Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In
 June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an
 Instrument (or an Embedded Feature) Is Indexed to an Entitys Own Stock
 (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach
 to evaluate whether an equity-linked financial instrument (or embedded
 feature) is indexed to its own stock, including evaluating the instruments
 contingent exercise and settlement provisions. It also clarifies on the
 impact of foreign currency denominated strike prices and market-based
 employee stock option valuation instruments on the evaluation. EITF 07-5 is
 effective for fiscal years beginning after December 15, 2008. The Company is
 currently assessing the impact of EITF 07-5 on its financial position and
 results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Accounting for Convertible Debt Instruments That May Be
 Settled in Cash upon Conversion (Including Partial Cash Settlement)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In
 May 2008, the FASB issued FSP Accounting Principles Board (APB) Opinion No.
 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
 Cash upon Conversion (Including Partial Cash Settlement). The FSP clarifies
 the accounting for convertible debt instruments that may be settled in cash
 (including partial cash settlement) upon conversion. The FSP requires issuers
 to account separately for the liability and equity components of certain
 convertible debt instruments in a manner that reflects the issuers nonconvertible
 debt (unsecured debt) borrowing rate when interest cost is recognized. The
 FSP requires bifurcation of a component of the debt, classification of that
 component in equity and the accretion of the resulting discount on the debt
 to be recognized as part of interest expense in our consolidated statement of
 operations. The FSP requires retrospective application to the terms of
 instruments as they existed for all periods presented. The FSP is effective
 for us as of April 1, 2009 and early adoption is not permitted. The Company
 is currently evaluating the potential impact of FSP APB No. 14-1 upon its
 financial statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | NOTE 3 
 NOTES PAYABLE-RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Debt as of June 30, 2008
 consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                                                                                                       |  |      |         | 
| | --------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | 
| |                                                                                                                       |  | 2008 |        
| |                                                                                                                       |  |      |        
| |                                                                                                                       |  |      |         | 
| | Promissory note to a related party, payable in monthly installments
 of $25,000. Interest calculated at 5% per annum. |  | $    | 376,740 | 
| |                                                                                                                       |  |      |         | 
| | Unsecured note payable to a related party. These notes are payable on
 demand with no interest.                       |  |      | 58,613  | 
| |                                                                                                                       |  |      |         | 
| |                                                                                                                       |  |      |         | 
| |                                                                                                                       |  |      | 435,353 | 
| | Less current portion of long term notes payable                                                                       |  | $    | 435,353 | 
| |                                                                                                                       |  |      |         | 
| | Total                                                                                                                 |  |      |        | 
| |                                                                                                                       |  |      |         | 

| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A
 promissory note payable and accrued interest to a related party of $467,710
 were forgiven by a stockholder and recorded as additional paid-in capital
 during the period ended June 30, 2008.
| |                                                                                                                                                                                                  
| | During
 the three months ended June 30, 2008, related parties loaned the Company
 $50,613 for working capital purposes. These loans are unsecured, due and
 demand and bear no interest.         

8

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|                                                                                                    
|----------------------------------------------------------------------------------------------------
|CX2 TECHNOLOGIES, INC. 
 NOTES TO CONDENSED FINANCIAL STATEMENTS 
 (UNAUDITED) 
 As of June 30, 2008
|                                                                                                    

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTE 4 
 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 5 
 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 6 
 RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Bizcom
 is a major shareholder of the Company. The Company has non-exclusive access
 to 500 million minutes of airtime in the 220 MHz frequency band as a result
 of their Airtime Agreement with Bizcom which was entered into in March, 2006.
 In addition, the Company has another non-exclusive license agreement with
 Bizcom which provides for rights to use certain wireless digital data
 intellectual property, including rights to further develop the existing
 technology or new technology, which new development would be owned by the
 Company.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | During
 the three months ended June 30, 2008, related parties loaned the Company
 $50,613 for working capital purposes. These loans are unsecured, due on
 demand and bears no interest. See Note 3 for additional information on
 related party notes payable.                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | NOTE 7 
 CONCENTRATION OF CREDIT RISKS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | For
 the three months ended June 30, 2008, 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 8 
 SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
 Company received $23,000 in loans from a related party subsequent to year
 end. These loans are unsecured, due on demand and bear no interest.                                                                                                                                                                                                                                                                                                                                                                                                            

9

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|
|
|

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, 2008 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-KSB for the fiscal year
ended March 31, 2008. 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 below and in the Risk Factors section of our
Form 10-KSB for the fiscal year ended March 31, 2008 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

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

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

We intend to grow primarily by (a) marketing efforts to the Homeland
Security/Public Safety sector; and (b) through the sale of 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 one to 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 month to continue our operations,
the failure of which to obtain could materially adversely affect the Company
and its business.

10

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|
|
|

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 continues to be in its initial phase of operations with
limited assets and capital. For the three months ended June 30, 2008, we had a
net loss of $126,315.

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

Three months ended June 30, 2008 compared to the three months ended
June 30, 2007

Revenues. Revenues from operations for the three
months ended June 30, 2008 reflected a decrease of $33,750 from the three
months ended June 30, 2007, 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 will not do so until additional capital is
raised.

Cost of Sales. There were no costs of sales for the
three months ended June 30, 2008 as compared to $12,382 in the three months
ended June 30, 2007 due to the Companys decision to adjust its inventory that
was considered obsolete at March 31, 2008.

Operating Expenses.Operating
expenses decreased by $64,953 to $131,558 for the three months ended June 30,
2008, as compared to $196,511 for the three months ended June 30, 2007 due to a
decrease in the number of staff employed.

Net Loss. The Companys net loss was $126,315 for
the three months ended June 30, 2008, as compared to a net loss of $175,567 for
the three months ended June 30, 2007. The decrease in the net loss is primarily
due to the decrease in operating expense salaries and cost of sales.

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 three months ended June
30, 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 June 30, 2008, we had stockholders deficiency of $628,604, total
assets of $184,746 and total current liabilities of $813,350. For the three
months ended June 30, 2008, we have incurred losses of $126,315 and we used
cash in operations of $57,226. Our operations and acquisitions have been funded
by loans from our management and unrelated parties. These funds have been used

11

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|
|
|

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
month, such event will significantly restrict and possibly cause us to cease
our operations which would have a substantial adverse effect on the Company and
shareholders.

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

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

We have no off balance sheet arrangements.

Critical Accounting Policies and Estimates

Note 2 of the Notes to the Financial Statements include 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. 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.

Risk Factors

You should consider the following discussion of risks as well as other
information regarding our operations. 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. For a more detailed discussion of the risks facing us, you should
review the Risk Factors sections contained in our Form 10-KSB for the fiscal
year ended March 31, 2008.

| |   |                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company does not have sufficient capital for operations, and a
 failure to obtain additional financing within one month from the filing date
 of this Report may preclude its ability to stay in business
| |   |                                                                                                                                                                                                              
| |  | The Company has historically lost money and expects its losses will
 continue in the future                                                                                                                  
| |   |                                                                                                                                                                                                              
| |  | The Companys auditors have expressed doubt about the Companys
 ability to continue as a going concern                                                                                                      
| |   |                                                                                                                                                                                                              
| |  | The Company is dependent on its relationships with GEOCommand and
 Bizcom for a substantial portion of its currently proposed products and
 licensed intellectual property                                   
| |   |                                                                                                                                                                                                              
| |  | Uncertain demand for the Companys services 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 may acquire other companies, which will reduce its income
 in the event the Company is not able to integrate them into its existing
 operations                                                  
| |   |                                                                                                                                                                                                              
| |  | New and existing competition may gain market share and limit the
 Companys potential growth                                                                                                                 
| |   |                                                                                                                                                                                                              
| |  | The Companys ability to achieve profitable operations is directly
 tied to the Companys ability to attract and retain customers                                                                            
| |   |                                                                                                                                                                                                              
| |  | There are a limited number of successful operators within the 220 MHz
 wireless industry                                                                                                                     
| |   |                                                                                                                                                                                                              
| |  | We cannot assure our success in our planned business operations                                                                                                                                              
| |   |                                                                                                                                                                                                              
| |  | The Company could fail to attract or retain key personnel, which
 could hamper its ability to generate income                                                                                                

12

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|
|

| |   |                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company may enter into option agreements to acquire select assets
 of other 220 MHz system owners/operators, which may include 220 MHz licenses,
 and with options the Company is subject to continued control of the assets by
 the owner/operators     
| |   |                                                                                                                                                                                                                                                              
| |  | We are subject to a number of risks associated with our development
 plans                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                              
| |  | Broad based market acceptance of our products is uncertain as there is
 limited operating history for our industry                                                                                                                                           
| |   |                                                                                                                                                                                                                                                              
| |  | We are subject to substantial competition                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                              
| |  | We depend on third party manufacturers and suppliers for components
 of all of the products we sell                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                              
| |  | We depend on our internally developed and licensed intellectual
 property                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                              
| |  | We could incur substantial costs defending our intellectual property
 from infringement by others                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                              
| |  | We could incur substantial costs defending against claims that our
 products infringe on the proprietary rights of others                                                                                                                                    
| |   |                                                                                                                                                                                                                                                              
| |  | Our sales may be concentrated in public sector markets that
 inherently possess additional risks that could harm our business                                                                                                                                
| |   |                                                                                                                                                                                                                                                              
| |  | 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
| |   |                                                                                                                                                                                                                                                              
| |  | Our failure to comply with, or changes in, governmental regulation
 could adversely affect our business and operations                                                                                                                                       
| |   |                                                                                                                                                                                                                                                              
| |  | We may be unable to meet the rapid technology changes required by our
 market                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                              
| |  | 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 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 does not intend to pay any dividends                                                                                                                                                                                                             

13

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|

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 4. CONTROLS AND
PROCEDURES

The Companys principal executive and financial
officer evaluated the
effectiveness of the design and operation of the Companys disclosure controls
and procedures (as defined under Rules 13a-14(c) and 15d-14(c) promulgated
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this Report. Based on the evaluation and subject to the
limitations noted below, such person concluded that the Companys disclosure
controls and procedures as of the end of the period covered by this Report,
were effective to provide reasonable assurance that the information required to
be disclosed by the Company in periodic reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms. 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.

Management has implemented procedures to improve the
effectiveness of
internal controls over accounts payable and accrued liabilities during the
three months ending June 30, 2008.

14

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|                                          |                                                                                                                                                                                                                                                       |                                                                                               
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|                                         
|                                         
|ITEM 5. Exhibits and Reports on Form 8-K.
|                                         
|(a)                                       | Exhibits:                                                                                                                                                                                                                                            
|                                          |                                                                                                                                                                                                                                                      
|                                          | 31                                                                                                                                                                                                                                                    | Rule 13a-14(a)/15d-14(a)
 Certification of Principal Executive and Principal Financial Officer
|                                          |                                                                                                                                                                                                                                                      
|                                          | 32                                                                                                                                                                                                                                                    | Section 1350
 Certification                                                                   
|                                          |                                                                                                                                                                                                                                                      
|(b)                                       | Reports on
 Form 8-K:                                                                                                                                                                                                                                
|                                          |                                                                                                                                                                                                                                                      
|                                          | On June 11,
 2008, the Company filed a Form 8-K in which it announced its entry into
 settlement agreements with ESP Wireless Technology Group, Inc., Peter
 Kirschner, Halody Consulting, LLC, Adam and Julie Reiser and Digital Dial,
 LLC.        
|                                          |                                                                                                                                                                                                                                                      
|                                          | On August 7,
 2008, the Company filed a Form 8-K announcing the dismissal of Webb &
 Company PA and the retention of Jewett, Schwartz, Wolfe & Associates as
 the Companys independent registered public accounting firm, effective August
 1, 2008.

15

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|          
|----------
|          
|          
|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: August
 14, 2008 |  | CX2
 Technologies, Inc.                                                                         
|                       |  | (Registrant)                                                                                    
|                       |  |                                                                                                 
|                       |  | By: /s/
 Michael B. Rand                                                                        
|                       |  |                                                                                                 
|                       |  |                                                                                                 
|                       |  | Michael B.
 Rand, Chief Executive Officer, Principal Executive Financial
 and Accounting Officer

16

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