VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Under Section 78.320 of the Nevada Revised Statutes, the affirmative vote of the holders of at least a majority of the outstanding stock entitled to vote thereon is required to approve the Amendment. We are not soliciting consents to approve the Certificate of Amendment. Nevada law permits the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.

As of April 2, 2012, the record date for the written consent (the “Record Date”), 106,722,210 shares of Common Stock were issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on the Amendment. As of the Record Date, shareholders holding more than 51% of the voting power of the Common Stock of the Company (“Consenting Shareholder”) consented in writing to the amend the Company’s Articles of Incorporation to effect the Name Change and the Split as further described in this Information Statement. This consent is sufficient to approve the Amendment under Nevada law. The Nevada Revised Statutes do not provide for dissenter’s rights with respect to the Amendment.

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Entity and Organization

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 This transaction was rescinded on October 21, 2011.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 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

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(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.

On March 24, 2012 Green Equity Holdings, Inc., a Nevada corporation (the “Company”), entered into a letter of intent (“March Letter of Intent”) to acquire Holdings Energy, Inc., a Florida corporation (“Holdings Energy”) with offices located at 324 Datura Street, Suite 150, West Palm Beach, Florida 33401 telephone: 561-515-7260. Holdings Energy is a full service lighting solution company providing lighting assessments, design engineering and retrofit lighting solutions to commercial buildings, municipalities, hotel, parking garages, hospitals and warehouses.

Under the transactions contemplated by the March Letter of Intent, the Company would effect a 200:1 reverse split of its current shares of outstanding common stock (the “Split”). After the effectiveness of the reverse split, the Company will issue restricted shares of its Common Stock on a one for one basis and a new board of directors will be chosen prior to the closing of the acquisition (the “Shares”).

In exchange for the issuance of the Shares, the Holdings Energy Stockholders would transfer to the Company, or a newly formed wholly owned subsidiary of the Company, by way of merger, exchange or other structure to be mutually agreed by the parties, 100% of the outstanding capital stock of Holdings Energy. As a result, Holdings Energy would become a wholly owned subsidiary of the Company following the acquisition. The Company will change its name to “Holdings Energy, Inc.”

At the close of the acquisition, it is contemplated that the Board would consist of five directors, that three of such directors would be designated by the Holdings Energy Stockholders, and that one of the Holdings Energy designees would be required to be independent of Holdings Energy.

The completion of the acquisition would be subject to certain conditions to closing, including, but not limited to, the negotiation and execution of a definitive acquisition agreement and the approval by the Company’s board of directors, Holding Energy’s board of directors and the Holdings Energy Stockholders and the effectiveness of the Amendment.

On May 1, 2012 the March Letter of Intent was revised. The Company will be acquiring the assets of Holdings Energy and will not acquire any shares of stock.

On May 1, 2012 the Company entered into a Letter of Intent (“Letter of Intent”) to acquire the assets and certain disclosed fixed liabilities of Holdings Energy, Inc.

Under the transactions contemplated by the Letter of Intent, the Company would still effect a 200:1 reverse split of its current shares of outstanding common stock (the “Split”). After the effectiveness of the reverse split, the Company will issue restricted shares of its Common Stock and a new board of directors will be chosen prior to the closing of the acquisition (the “Shares”).

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In exchange for the Shares, Holdings Energy will transfer all of its assets and certain disclosed fixed liabilities to the Company. The Company will change its name to “Holdings Energy, Inc.”

At the close of the asset purchase, it is contemplated that the Board will consist of five directors, that three of such directors will be designated by the Holdings Energy stockholders, and that one of the Holdings Energy designees will be required to be independent of Holdings Energy.

The completion of the asset purchase would be subject to certain conditions to closing, including, but not limited to, the negotiation and execution of a definitive asset purchase agreement and the approval by the Company’s board of directors, Holding Energy’s board of directors and the Holdings Energy stockholders and the effectiveness of the Amendment.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Note Regarding Forward-Looking Information
All statements contained herein, 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 that may cause actual results to differ materially. Consequently, all of the forward-looking statements made herein 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.

As of March 31, 2010, Green Equity Holdings, Inc., (“GEH”), had tentatively discontinued operations in the emergency telemetry software mapping and design business due to changes in the technology and marketability for its CX2 Technologies, Inc., branded devices and intellectual properties but will try and continue competing in this industry partnering with its related affiliate known as Geo Command. Since March 31, 2010, the Company has tried to compete using Geo Command, however as the Company was not successful in this endeavor, it began looking for a potential acquisition. During this time the Company entered into an agreement with an oil and gas company. In anticipation of that transaction, the Company changed its name and spun out assets and liabilities. When the acquisition did not close, the Company was forced to assume the assets and liabilities again and restate the financials in the last quarter of 2011. The Company continued to operate on a limited basis while trying to locate an acquisition that would provide shareholder value. Over the past year, the Company has reached settlements with a number of creditors and noteholders of the Company.

The Company learned of Holdings Energy, Inc., (“Holdings Energy” or “Holdings”) in February 2012. The Company began due diligence on Holdings Energy and the LED lighting industry. The more the Company investigated the LED industry, the more the Management of GEH felt that Holdings Energy had the potential to deliver value to the shareholders. Even though Holdings Energy is a young company, it has sales, pending contracts and on-going negotiations for additional sales. Holdings Energy has signed sales contracts, paid deposits with a manufacturer, and has recently begun delivering on those contracts and generating revenue. The management of the Company believed Holdings Energy was a great potential acquisition because Holdings Energy’s goal to work in green energy aligns with the Company’s ambitions.

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GEH signed a Letter of Intent with Holdings Energy, Inc., in March 2012 and a revised Letter of Intent in May 2012.

The Business of Holdings Energy

Holdings Energy, a Florida corporation formed in September 2011, is an energy lighting solutions company focused on the design, sale and installation of retrofit lighting products. As an LED lighting retrofit company, the Company strives to utilize energy saving techniques for entire retrofit projects (from the initial survey to acquiring and designing retrofit products). It provides buildings, municipalities, parking garages, hospitals and warehouses across the United States the opportunity to cut energy and maintenance costs, reduce maintenance time, and operate in a “greener” manner.

Holdings Energy was founded upon the concept of an LED retrofit kit that adapts easily to current lighting fixtures and, when implemented, requires less overhead installation costs. As of February 2012, Holdings Energy executed contracts for over $30,000,000 with deposits. Actual and pro forma unaudited financials including contracts and bids for Holdings Energy are annexed to this Information Statement as Appendix B . The founders of Holdings Energy are currently the only shareholders.

Industry and Trends

With its acquisition of Holdings Energy, Inc., the Company will enter the field of solid-state lighting. Light emitting diode (“LED”) technology has been in use since 1962, but until recently LED was only used in small electronic devices. As a result of recent innovations, many designers have begun to focus their attention on LEDs as a new source of product for traditional lighting needs.

Industry studies have predicted that LED-based lighting will replace over 40% of incandescent lighting applications by 2025. It is estimated that by the same year, solid-state lighting could reduce the global amount of electricity used for lighting by 50%.

Lighting in all segments (residential, commercial, industrial and outdoor) consume almost 20% of the worlds energy in the industrialized world. ¹ Energy is expended both in the electricity necessary to illuminate a given light bulb, but also in cooling costs required to counteract the heat produced by lighting a single light bulb. In fact, the heat produced by lighting alone contributes to 42% of the cooling load in U.S. buildings. ² The energy used by lights amount to 1.2 Terawatts (equivalent to 1,200 Gigawatts, or 1,200,000 Megawatts, 112 full-sized power plants, and 1.9 billion tons of annual carbon emission. ³ If LEDs made up 45% of the world’s lighting supply by 2020, we would forego 5 trillion kWh of electricity, 559 full-sized power plants and 8.4 billion tons of carbon emission. ⁴

Contrary to popular belief, lighting is not primarily a residential issue. The residential market accounts for the largest share of the market if measured by the number of sockets, but since each socket typically illuminates a much smaller space when compared with industrial, it uses significantly less energy per socket, and therefore less energy overall. With budget cuts across the United States, Management believes that cities need to conserve or raise money to provide or continue existing city services. Reducing energy bills can free up much needed cash for other pressing and important requirements like police, upgrading infrastructure and schools. Management believes the commercial sector, some examples include hotels, warehouses, data centers, shopping centers and office complexes are also facing budget issues and could benefit from the use of LED light fixtures especially when the Company offers to retrofit the fixture, thus reducing initial costs.

^{_______________________
1} United Nations Development Programme http/www.undp.or.cn/projects/0062179.pdf
² US Department of Energy Buildings Energy Data Book, September 2008
³ Based on US Energy Information Administration estimates
⁴ Based on US Energy Information Administration estimates

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The Management of Holdings Energy believes their business model differs from many of the other LED companies that have entered the market over the last couple of years. Other LED companies look to sell a customer the entire fixture, whereas Holdings Energy specializes in retrofitting the existing fixtures and providing installation when requested. Holdings’ engineers continuously work with a number of United States manufacturers to design custom LED retrofit kits tailored to a client’s specifications. This model allows Holdings to provide a custom, inexpensive lighting system that requires less then 1/3 of the energy to operate as current lighting systems and lasts up to 100,000 hours longer. Holdings’ products use LED technology manufactured in the United States, and are engineered to the highest standards required by this emerging technology and they are proud to offer one of the longest warrantiesin the industry.

Holdings Energy’s retrofit design includes optimizing lighting conditions through the use of LED in conjunction with a thermal management system that Management believes gives us the longest operational time in the industry. The finished product is a retrofit kit that is easily employable in all types of commercial fixtures. Holdings’ experienced lighting and energy professionals take customers through the entire process of planning, design and implementation.

Holdings Energy’s primary market is governmental properties, municipalities, commercial facilities and large-scale projects for corporations and institutional entities throughout the country and abroad. Holdings Energy is also expanding its endeavors to encompass its secondary market for projects on a lesser scale for smaller institutional and corporate entities.

Competition and Competitive Edges

Holdings Energy’s lighting retrofit kit is a unique development that Management believes offers many advantages to its customers. It provides a longer life than traditional MH and HPS lamps, which means reduced maintenance and replacement costs. ⁵ Holding’s lighting system will use about 1/3 of the electrical energy and last about three times as long as traditional lighting while emitting comparable light output. ⁶ Holdings Energy’s lighting system design outputs light only where it is needed which results in less light pollution. Management believes this design feature will be beneficial to customers because of the increased attention to proposed Dark Sky legislation that limits the amount of excess light output.

While it may be possible for Holdings’ competitors to move into the retrofit lighting industry, Management believes most are developing interior low wattage LED lighting systems due to the technology limits LEDs are currently facing. Management believes there is great potential for more efficient high-powered LEDs to be introduced in upcoming years. Current research suggests that by 2012 LEDs will be more efficient than HPS lighting, which has proven to be a staple in efficient outdoor lighting. ⁷

Most lighting manufacturers and developers do not sell directly to customers. They have an expansive network of distributors such as Holdings Energy that sell products to sell to end customers. Larger lighting industries such as GE have both distributors and direct sales, but it is uncommon among smaller manufacturers. Management believes this suggests a possible entrance into the market by networking with similar distributors.

The leading competitor that will pose a threat is Cree, Inc., located in Durham, North Carolina and one of its subsidiaries, LED Lighting Fixtures, Inc., located in Durham and Morrisville, North Carolina. Larger competitors including GE, Philips Lighting and its subsidiary, JJI Lighting Group, Inc., located in

^{___________________________
5} PHILIPS, White Paper: Street Lighting, LEDs: Coming Soon to a Street Light Near You, available at www.philipslumileds.com
⁶ US Department of Energy, Life-Cycle Assessment of Energy and Environmental Impacts of LED Lighting Products, Part I: Review of the Life-Cycle Energy Consumption of Incandescent, Compact Fluorescent, and LED Lamps ,
http://apps1.eere.energy.gov/buildings/publications/pdfs/ssl/2012_LED_Lifecycle_Report.pdf
⁷ PHILIPS, White Paper: Street Lighting, LEDs: Coming Soon to a Street Light Near You, available at www.philipslumileds.com

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Connecticut, and Westinghouse Lighting Corporation in Philadelphia, produce decorative LED lighting solutions. These larger competitors have established reputations for quality products and access to considerable amounts of resources to allocate to the development of similar lighting systems.

Another possible competitor, Technical Consumer Products, Inc., located in Aurora, Ohio, produces retrofit kits for incandescent lighting systems. Management believes the smaller competing companies pose a threat through their rapid growth rate. However, Management believes that up-and-coming lighting businesses are vulnerable to being bought by larger companies, which then slows the up-and-comers’ implementation of new technology and development of new products.

Holdings Energy entered into reseller agreements with a number of manufacturers to handle the retrofit designs. Holdings Energy buys the majority of its LED fixtures from three domestic manufacturers. All suppliers have adequate capacity and can provide sufficient quantities of LEDs to meet Holdings’ forecasted needs. Holdings Energy has targeted three specific areas of sales:

Estimated Market Shares and Costs

Management believes the main benefit of the LED retrofit kit is that it fits into the existing fixture, eliminating the need for the customer to purchase a new fixture. This results in cost savings for the customer. Management believes the savings on installation and energy costs will make the customer’s break-even period shorter and could lead to an increased demand for the product. Holdings Energy’s customers range from automobile dealerships, prisons, stadiums, schools, hospitality establishments and chains including restaurants and hotels, to large commercial companies and municipalities both domestically and abroad.

Management believes the introduction of Holdings’ retrofit kit into a customer’s business and the financial and functional benefits it realizes will greatly increase interest in our product and lead customers to expand their lighting updates to their entire facility or municipality.

Management envisages that factoring our forecasted 2012 revenue of $10 to 20 million with our estimated growth rate could allow us to achieve revenue of $300 million by 2015 and $500 million by 2017. Management anticipates competing firms to emerge around year three, which might result in a lower or slower growth rate, but that this setback can be countered by Holdings’ array of strengths including its service, use of the latest technology, and established reputation as the first full-service provider of LED replacement lighting systems.

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Sources of Revenue

Sales of product commenced during the third quarter of 2011 and Holdings Energy has signed contracts of over $30,000,000, the income of which will be accounted for in the month or quarter received. Many of the projects will take 6 to 8 months from the time the contract is signed until completion which includes the design engineering, manufacturing and installation.

Human Resources and Office Space

As of March 31, 2012 Holdings Energy employs 23 individuals including its executive management, administrative staff, design and manufacturing staff and its sales and marketing team, many of whom are independent contractors. There are no collective bargaining agreements existing within Holdings Energy.

Holdings Energy’s office is in Boca Raton Florida. It consists primarily of 3,100 square feet of commercial office space, office furniture, computer equipment, telephone equipment and electronic testing equipment.

Approval of the Amendment

As of the Record Date, our Board recommended, and the holders of a majority of our outstanding Common Stock (such majority shareholder set forth above) approved the Amendment to our Certificate of Incorporation, which will reverse split the outstanding common shares of the Company, par value $0.001 per share, by a ratio of Two Hundred to One (200:1) (the “Split”) to be effective on or around April 16, 2012 or when regulatory approval is obtained and change the name of the Company to “Holdings Energy, Inc.” (the “Name Change”). The Split will not change the total number of shares of Common Stock authorized nor will it change the par value of the Common Stock. The Name Change and the Split are affected by the Amendment, in a form similar to the amendment annexed to this Information Statement as Appendix A , with the Secretary of State of the State of Nevada. Fractional shares will be rounded up at the beneficial owner level. Accordingly, each common shareholders’ shares shall be divided by 200 then rounded up to the nearest whole number; with shareholders owning less than Two Hundred (200) common shares as of the record date each receiving One (1) share.

Current Capitalization

Currently, we are authorized to issue up to 200,000,000 shares of Common Stock, of which 106,722,210 shares are issued and outstanding as of the Record Date, and we have 5,000,000 shares of Preferred Stock authorized.

Reasons for Reverse Stock Split

On March 24, 2012 Green Equity Holdings, Inc., a Nevada corporation (the “Company”), entered into a Letter of Intent (the “March Letter of Intent”) to acquire Holdings Energy, Inc., a Florida corporation (“Holdings Energy”). Holdings Energy is a full service lighting solution company providing lighting assessments, design engineering and retrofit lighting solutions to commercial buildings, municipalities, hotel, parking garages, hospitals and warehouses.

On May 1, 2012 the March Letter of Intent was revised. The Company will be acquiring the assets of Holdings Energy and will not acquire any shares of stock.

On May 1, 2012 the Company entered into a Letter of Intent (“Letter of Intent”) to acquire the assets and certain disclosed fixed liabilities of Holdings Energy, Inc.

Under the transactions contemplated by the Letter of Intent, the Company would still effect a 200:1 reverse split of its current shares of outstanding common stock (the “Split”). After the effectiveness of the reverse split, the Company will issue restricted shares of its Common Stock and a new board of directors will be chosen prior to the closing of the acquisition (the “Shares”).

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In exchange for the Shares, Holdings Energy will transfer all of its assets and certain disclosed fixed liabilities to the Company. The Company will change its name to “Holdings Energy, Inc.”

At the close of the asset purchase, it is contemplated that the Board will consist of five directors, that three of such directors will be designated by the Holdings Energy stockholders, and that one of the Holdings Energy designees will be required to be independent of Holdings Energy.

The completion of the acquisition would be subject to certain conditions to closing, including, but not limited to, the negotiation and execution of a definitive acquisition agreement and the approval by the Company’s board of directors, Holding Energy’s board of directors and the Holdings Energy Stockholders and the effectiveness of the Amendment. The March Letter of Intent was disclosed in a Form 8-K filed with the SEC on March 27, 2012 (file number 000-52396) and incorporated herein by reference. The Letter of Intent was disclosed in a Form 8-K/A filed with the SEC on May 2, 2012 and incorporated herein by reference.

The Board believes it is in the Company’s best interest to conduct the Split for the purchase of the assets of Holdings Energy and for general corporate purposes, including acquisitions, equity financings and grants of stock and stock options. The Split will increase the authorized shares available for issuance, which has been determined by the Board to provide for a sufficient amount of Common Stock to support its expansion and future financing activities, if any.

To the extent that additional authorized shares are issued in the future, such issuance may decrease our existing stockholders' percentage equity ownership and, depending on the price at which they are issued, could be dilutive to our existing stockholders. The holders of our Common Stock have no preemptive rights. We currently have no plans, commitments or arrangements to issue the additional available authorized shares other than shares underlying existing obligations under the Letter of Intent, forthcoming Acquisition Agreement or pursuant to the terms of equity compensation arrangements or debt settlements.

The Split and the issuance of authorized shares could also have the effect of delaying or preventing a change in control of the Company without further action by our stockholders. Shares of authorized and unissued Common Stock and Preferred Stock could (within the limits imposed by applicable law and stock exchange policies) be issued in one or more transactions that would make a change in control of the Company more difficult, and therefore, less likely. For example, such shares could be privately placed with purchasers who might side with the Board in opposing a hostile takeover bid. Any such issuance of additional stock could have the effect of diluting our earnings per share and book value per share of outstanding shares of our Common Stock or the stock ownership and voting rights of a person seeking to obtain control of the Company. The relative rights and limitations of the shares of Common Stock will remain unchanged under the Amendment. The Company has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Other than the transactions effectuated pursuant to the asset purchase described in the Letter of Intent, the Board is not aware of any other plan or arrangement to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

When the Board deems it to be in the best interest of the Company and stockholders to issue additional shares of Common Stock in the future from authorized shares, the Board will not seek further authorization by vote of the stockholders, unless such authorization is otherwise required by law or regulation or the rules of any stock exchange on which the shares of Common Stock may then be listed. The Manager owns a majority of our shares of common stock outstanding and will provide any required shareholder approval on any such action relating to the purchase of the assets of Holdings Energy, Inc.

Structure and Reason for Issuance of Common Stock

Following the 200:1 reverse stock split, the Company will exchange restricted shares of its Common Stock for the assets of Holdings Energy. The number of shares of Common Stock to be issued by the Company in the transaction will be approximately 40,000,000.

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The Company will also issue 10,000,000 shares of its Common Stock to a number of creditors and noteholders resulting in the elimination of debt of Green Equity Holdings.

The reason for issuing Common Stock of the Company is to acquire the assets of Holdings Energy and to satisfy the outstanding debt. The rights of existing security holders of the Company will be affected to the extent that the issuance of approximately 50,000,000 shares of Common Stock will dilute the voting power of current Common Stock shareholders.