UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the three and nine month period ended December 31, 2011

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

For the transition period from _______ to _______

Commission File Number 0-52396

GREEN EQUITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

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

(954) 573-1709
Registrant's telephone number

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [   ]        Accelerated filer [   ]        Non-accelerated filer [   ]        Small reporting company [X]

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

As of December 31, 2011, there were 106,722,210 shares of the registrant's common stock outstanding.

GREEN EQUITY HOLDINGS, INC.
INDEX

ACCOUNTANT'S REVIEW REPORT

TO THE STOCKHOLDERS
GREEN EQUITY HOLDINGS, INC.
DEERFIELD BEACH, FLORIDA

We have reviewed the accompanying balance sheets of Green Equity Holdings, Inc. (the "Company") for the quarter ending December 31, 2011, and the related statements of operations and cash flows for the period then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Green Equity Holdings, Inc.

A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.

Labrozzi & Co., PA
Miami, FL
March 2, 2012

F-1

GREEN EQUITY HOLDINGS, INC.
BALANCE SHEETS

F-2

See accompanying notes to the condensed unaudited financial statements

GREEN EQUITY HOLDINGS, INC.
STATEMENTS OF OPERATIONS

F-3

See accompanying notes to the condensed unaudited financial statements.

GREEN EQUITY HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

F-4

See accompanying notes to the condensed unaudited financial statements.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

Effective March 29, 2011, the Company previously entered into the sale and assignment of liabilities for certain assets known as the CX2 Technologies, Inc. segment. The assets and liabilities disposed of consist of approximately $49,738 of assets and $845,613 of liabilities in consideration of 1,500,000 shares of common stock issued by the Company having a value of approximately $15,000. The company realized approximately $399,288 income from the sale of its discontinued operation. This transaction was rescinded on October 21, 2011. Accordingly, all transactions were reversed and the shares returned and cancelled.

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

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

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

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

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

On April 30, 2011 with the failure of Remington Energy of Houston, Texas to provide suitable due diligence regarding the acquisition of the above leases, the transaction was terminated by the Company.

NOTE 2 – QUARTERLY FINANCIAL STATEMENTS

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

The Company recommends that the footnote disclosures made herein with its quarterly reviewed financial statements be read in conjunction with its quarterly review report also included in its filing on Form 10-Q for the quarter then ended December 31, 2011. In the opinion of management, our financial statements and footnote disclosures fairly present our financial position and results of operations of the Company for the quarter then ended as of December 31, 2011.

F-5

Method of Accounting

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

Cash and Cash Equivalents

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

Loss Per Common Share

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

Use of Estimates

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

Income Taxes

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

Recent Pronouncements

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

Equity Securities

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

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

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

F-6

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses of $136,638 and $245,422 for the respective Three and Nine month periods ending December 31, 2011, a positive cash flows from operations in the amount of $249,646 during the Nine month period ending December 31, 2011 resulting from the rescission of the CX2 transaction, and a working capital deficiency of $711,094 and a stockholder's deficiency of $707,844. This insolvent condition raises substantial doubt about the Company's ability to continue as a going concern. The Company always had recurring losses from its operations since it began and never had annual revenues sufficient enough to cover the Company's incurred expenses and its obligations as they became due.

NOTE 4 – RE-ORGANIZATION COSTS

During the previous year, the Company re-allocated prepaid expenses in the amount of $5,000 to Re-Organization Costs. These reorganization costs are being amortized over a 60 month period. Amortization expense for the nine months ended December 31, 2011 was $750.

NOTE 5- DISCONTINUED OPERATIONS

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

On March 29, 2011, the Company disposed of its’ previous assets and liabilities that represented the remaining business segment known as CX2 Technologies, Inc. This segment was sold for the assignment of its net realizable value of assets and liabilities of ($415,288) in consideration for 1,500,000 shares of common shares that were valued at $15,000 at the time of the transaction representing a net gain of $399,288. There was no income tax effects computed or implied on the transaction for the annual financial statement report. This transaction was rescinded on October 21, 2011. Accordingly, all asset and liability transactions were reversed and the shares returned and cancelled.

F-7

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Accounting

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

Revenue Recognition

The Company had no revenues for the Three and Nine month period ended December 31, 2011.

Fair Value of Financial Instruments

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

Income Taxes

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

Loss Per Share

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

Use of Estimates

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

F-8

NOTE 7 – NOTES PAYABLE

Debt due as of December 31, 2011 consists of the following:

Fusion Capital, a related party, assumed some of the Company’s accounts payable in return for a convertible promissory note in the amount of $32,948. The note bears no interest and is payable upon demand in cash within 90 days and is convertible thereafter. During the period, $20,000 of this note was converted to Common Stock. The balance at December 31, 2011 is $12,948.

NOTE 8 – EARNINGS PER SHARE

The Company computed basic and diluted earnings per share for December 30, 2011 pursuant to the ASC topic 260, “Earnings per Share.” Basic EPS is calculated as net income or loss attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the "if converted" method for common stock equivalents.

The weighted average number of shares issued and outstanding are 89,888,877 on December 31, 2011.

As of December 31, 2011 there were no common stock equivalents outstanding, however there were approximately 31,500,000 shares of restricted stock issued and outstanding.

NOTE 9 – STOCKHOLDERS' EQUITY

Common Stock

On July 1, 2010, the Company increased its authorization to issue common stock in the amount of 500,000,000 shares; having a par value of $.0001 per share; and effective March 31, 2011, the Company has increased its authorization to issue common shares in the amount of 950,000,000 at par value $.0001. As of October 27, 2011 the Company expedited filing an Amendment of the Articles of Incorporation with the State of Nevada reducing the total number of authorized common shares it can issue to 200,000,000, par value of $.0001. There were 106,722,210 and 75,222,210 shares issued and outstanding as of December 31, 2011, and March 31, 2011, respectively.

Effective October 31, 2011, the Company has honored its commitment previously agreed to, by issuing 2,500,000 shares to in the name of Biz.com, USA to settle the long awaited dispute between Biz.com, USA and The Stillwater Asset Backed Finance Co. Whereby, the Company has been released in full on or before this reporting date the amount of $389,861 of promissory notes owed to Biz.com, USA, and the Writ of Garnishment in the amount approximately $1,500,000 owed to Stillwater.

F-9

Preferred Stock

On July 1, 2010, the Company has increased its authorization to issue preferred shares Series A and B in the amount 50,000,000 shares; having a par value $0.0001. On March 31, 2011, the Company authorized an additional 50,000,000 shares Series C having a par value of $0.0001. As of October 27, 2011 the Company expedited filing an Amendment of the Articles of Incorporation with the State of Nevada reducing the total number of authorized preferred shares to 5,000,000 par value of $.0001. The Company has also rescinded filing the designation of Series A and B preferred stock. No Preferred shares are issued and outstanding.

Private Placement of Common Stock

As of December 30, 2011, there were no private placements for common stocks being offered through private placement memorandums.

NOTE 10 – CONVERSION OF DEBT

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

Pursuant to an agreement as of September 21, 2011 the Company converted $20,000 of debt held by FCI at $0.002 per share. The Company incurred a loss in the amount of $7,000 on the conversion of debt based upon the market price as of the conversion date. The following is a schedule of all the debt conversions for which the Company issued additional shares in order to reduce its debts thereby recognizing an additional expense upon the conversion at the fair market value during the fiscal quarter ended December 31, 2011:

NOTE 11- PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for additions, renewals and improvements are capitalized.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

Schedule of Assets are as follows:

F-10

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

The following is a general discussion and analysis of our financial condition and results of operations for the three and nine month period ended December 31, 2011 that could have a significant effect on reporting financial statements in the future.

Cautionary Note Regarding Forward-Looking Information

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

Results of Operations:

Three and Nine months ended December 31, 2011 compared to the Three and Nine Months ended December 31, 2010

Revenues: Revenues from operations for the three and nine months ended December 31, 2011 and the three and nine months ended December 31, 2010 were zero.

Operating Expenses: Operating and Other expenses for the three months ended December 31, 2011 were $136,638 compared to $11,094 for the three months ended December 31, 2010. For the six months ended December 31, 2011 and 2010, these expenses were $245,422 and $272,071 respectively. These expense increases are due to the rescission of the transfer of assets and liabilities to CX2, despite overall reduced costs of financial related services and corporate legal work.

Net Loss: With no revenues during the period, the Company's net loss from operations was $136,638 for the quarter ended December 31, 2011 and $245,422 for the nine month year to date period.

Liquidity and Capital Resources

Our financial statements and condensed financial statements information appearing elsewhere in this report have been prepared with the assumption the Company will to continue to operate on a going concern basis. However, 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 intended business will be materially affected and we may be forced to curtail our operations.

The Company is in a working capital shortage at the quarter ending December 31, 2011; cash flow from operations is insufficient to sustain operations as of the date of this filing. As of the date of this filing, the Company still requires additional financing to sustain operations until new sources of financing are invested and revenues are earned. No assurances are given that we will be successful in obtaining the additional capital needed. The inability to secure such additional financing will materially and adversely affect the Company and its operations.

At December 31, 2011, we had stockholders' deficit of $9,802,783; total assets of $101,025 and total current liabilities of $808,869. For the three and nine months ended December 31, 2011, we have recognized a net loss from operations in the amount of $136,638 and $245,422 respectively.

Critical Accounting Policies and Estimates

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

ITEM 3 CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

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

Limitations on the Effectiveness of Controls

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

PART II
OTHER INFORMATION

ITEM 1 - Risk Factors.

For the three and nine month periods ended December 31, 2011, there have been no material changes to the risk factors discussed in Item 1A of the Form 10K filed for the period ending March 31, 2011.

ITEM 2 - Other Information.

There have been no material changes to the risk factors discussed in Item 2 of the March 31, 2011 Form 10K for the three and nine month periods ended December 31, 2011.

ITEM 3 Exhibits and Reports on Form 8-K.

(a) Exhibits:

SIGNATURES

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

/s/ Raimundo Dias                                 
Raimundo Dias, President & CEO

Date: March 6, 2012