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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~November~~March 28 8, ~~2011~~2012

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

Nevada	~~001~~000-52396	20-2889663
(State of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

1015 W. Newport Center Drive, Suite 105 , Deerfield Beach, Florida FL 33442 (Address of ~~Principal Executive~~principal ~~Offices,~~executive ~~Including~~ offices)(Zip Code)

(954) 573-1709 (Registrant'’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~____________________________________~~Not applicable (Former ~~Address~~name or former address, if ~~Changed~~ ~~Since~~changed ~~Last~~since ~~Report~~last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~See~~see General Instruction A.2. below):

~~|_|~~[ ] Written ~~communications~~communication pursuant to Rule 425 under ~~the~~ the Securities Act (17 CFR 230.425)

~~|_|~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

~~|_|~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

~~|_|~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 41.01. ~~Change~~Entry ininto ~~Registrant's~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Previous~~On ~~Independent~~March ~~Registered~~8, ~~Public~~2012, ~~Accounting~~Green Equity Holdings, Inc. entered into a ~~Firm~~Letter of Intent with pH Pharmaceutical, Inc., (“pH”) a Wyoming Corporation, wherein Green Equity Holdings, Inc. has agreed to acquire pH Pharmaceuticals, Inc. in a share exchange wherein pH Pharmaceutical will exchange 100% of its issued and outstanding shares, on a 1 for 1 basis with Green Equity Holdings, Inc., Simultaneously with the exchange of shares contemplated herein, additional shares of common stock of GEH shall be reserved for issuance in connection with the conversion of debt to equity of GEH, said conversion taking place before closing.

~~On November 28~~ pH Pharmaceutical, ~~2011~~Inc., ~~the~~was ~~Board~~formed ofin ~~Directors~~2008 ofto ~~Green~~develop ~~Equity~~and commercialize the ~~Holdings~~licensed patented safe acid technology, ~~Inc~~low pH compositions, known as pHL 100® and pHL 104® (~~the~~US ~~“Company”~~patent or# ~~“GEH”~~5,512,200). ~~learned~~The ~~that~~Safe ~~its~~Acid™, ~~independent~~pHL ~~auditor~~100® and pHL 104® are ~~Jewett~~licensed from Phtope, ~~Schwartz~~LLC. pH Pharmaceutical has contracts for the exclusive, perpetual ~~Wolfe~~patented &rights ~~Associates~~to ~~(“JSW”)~~the ~~ceased~~cosmetic ~~operations~~applications ~~and~~of ~~dissolved~~the pHL 100® ~~its~~technology ~~operations~~throughout the world. pH’s initial products are focused on the skin care market specifically in the ~~State~~treatment of ~~Florida~~skin inproblems ~~February~~and ~~2011~~plans to expand into hair care. pH has received FDA over the counter approval for a number of formulated products used in the treatment of acne, skin care, hair care and anti-fungal products.

~~JSW~~(c) ~~reports~~Exhibits on the Company’s financial statements for the years ended March 31, 2009 and March 31, 2010 did not contain an adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope, or accounting principles. However, the reports for fiscal 2009 and 2010 were modified for substantial doubt as to the Company’s ability to continue as a going concern.

During the years ended March 31, 2009 and March 31, 2010, and through the date hereof, there were (1) no disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of JSW, would have caused JSW to make reference to the subject matter of the disagreements in connection with its reports, and (2) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

Exhibit No.	Description
10.1	Letter of Intent entered into by and between Green Equity Holdings, Inc. And pH Pharmaceutical, Inc. dated March 8, 2012.

~~Since~~SIGNATURES JSW ceased operations and liquidated, no employees remain within JSW. Consequently, we attempted, but were unable, to request that JSW furnish us with a letter, pursuant to Item 304(a) of Regulation S-K, addressed to the SEC, stating whether or not it agrees with the above statements.

~~Engagement~~Pursuant to the requirements of ~~New~~the ~~Independent~~Securities ~~Registered~~Exchange ~~Public~~Act of ~~Accounting~~1934, ~~Firm~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Concurrent~~GREEN ~~with~~EQUITY ~~the notice of liquidation of JSW~~HOLDINGS, ~~the Board of Directors of the Company approved the engagement of Labrozzi & Company, P~~INC.~~A. (“LAB”)~~ ~~as GEH’s independent registered public accounting firm for the fiscal year ending March 31, 2011, as the Company does not have an audit committee. LAB was engaged on November 28, 2011.~~

During the years ended March 31, 2009 and March 31, 2010 and the subsequent interim period prior to retaining LAB (1) neither the Company nor anyone on its behalf consulted LAB regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(v) and (v), of Regulation S-K, and (2) LAB did not provide the Company with a written report or oral advice that they concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue.

Dated: March 9, 2012	By: /s/Raimundo Dias
	Raimundo Dias
	Title: President

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.

	Green Equity Holdings, Inc.
December 02, 2011	By: /s/ Raimundo Dias
	Raimundo Dias
	Sole Director, President, CEO,
	Chief Financial Officer and Controller

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