Exobox Technologies (EXBX) 10-Q/A 2010 Q1 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________________________________________

FORM 10-Q/A

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 0-02555

[Missing Graphic Reference]

Exobox Technologies Corp.

 (Name of Small Business Issuer in its charter)

Nevada	88-0456274
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
2121 Sage Road, Suite 200, Houston, Texas	77056
(Address of principal executive offices)	(Zip code)

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

(Title of class)

Indicate by check mark whether the registrant (1) 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes þ No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)þYes   o 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.  .

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting Company  þ

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

Yes o No þ

As of December 18, 2009, 333,817,053shares of the registrant's common stock were outstanding.

EXPLANATORY NOTE

While the Company has filed the financial statements in its entirety, the only change in this amended filing is the first two paragraphs of Note 6 which discloses the entry into and rescission of the purchase and sale agreement dated October 22, 2009.  We have not changed Part 1, Items 2, 3 & 4 and Part 2, Items 1, 2, 3, 4, 5 and 6.

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EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

		October 31, 2009			July 31, 2009
ASSETS
Current Assets:
Cash	$	28,575		$	3
Accounts Receivable		2,706			-
Other Current Assets		11,194			8,561
Total Current Assets		42,475			8,564
Furniture, fixtures and equipment, net		365,709			395,338
Other Assets:
Patents, net		-			1
Intangibles, net		6,568			6,568
TOTAL ASSETS	$	414,752		$	410,471
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	572,491		$	432,621
Accounts Payable-Stockholders		2,576			2,594
Accrued Liabilities		467,492			314,964
Advances from Stockholders		883,343			875,081
Note Payable		30,000			30,000
Deferred Income		-			1,400
Total Current Liabilities		1,955,902			1,656,660
TOTAL LIABILITIES		1,955,902			1,656,660
STOCKHOLDERS' DEFICIT
Preferred stock:
Series A convertible preferred stock, $0.001 par, 2,500,000 shares authorized, 1,378 and 1,378 shares issued and outstanding as of October 31, 2009 and July 31, 2009, respectively		1			1
Series E convertible preferred stock, $0.001 par, 0 and  0 shares issued and outstanding as of October 31, 2009 and July 31, 2009, respectively		-			--
Common stock, $0.001 par value, 500,000,000 shares authorized, 371,250,303 and 460,664,395 shares issued and outstanding at October 31, 2009 and July 31 2009, respectively		371,250			460,664
Additional paid-in capital		15,798,206			14,481,168
Deficit accumulated during development stage		(17,710,607	)		(16,188,022	)
Total stockholders' deficit		(1,541,150	)		(1,246,189	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	414,752		$	410,471

See accompanying notes to the financial statements

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EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the Quarters Ended October 31, 2009 and 2008,

and the period from October 21, 2002 (Inception) to October 31, 2009

(Unaudited)

	Quarter Ended October 31,			Quarter Ended October 31,			Period from October 21, 2002 (Inception) To October 31,
	2009			2008			2009
Revenues	$	3,900		$	-		$	3,900
Cost of Revenue		9,057			-			23,714
Gross Loss		5,157			-			19,814
Operating Expenses:
General & administrative		1,153,356			158,746			5,831,533
Depreciation and amortization		28,779			20,785			157,115
Professional fees		135,069			403,497			4,347,407
Payroll expenses		273,295			311,470			6,153,442
Software Development Expense					-			902,824
Loss on disposal of assets					-			9,855
Loss on impairment of assets					-			50,591
Research and development		21,094			-			309,353
Total Operating Expenses		1,611,593			894,498			17,762,120
Loss from Operations		1,611,593			894,498			17,781,934
Other Income (Expenses):
Gain on derivatives		-			-			100,000
Gain on sale of patent		95,000						95,000
Gain on extinguishment of Accounts Payable					-			84,065
Gain on extinguishment of note		-			-			7,137
Interest income					1.323			3,578
Interest expense		(835	)		(625	)		(218,453	)
Total Other Income		94,165			698			71,327
Loss Before Income Taxes		1,522,585			893,800			17,710,607
Provision for Income Taxes		-			-			-
Net Loss	$	(1,522,585	)	$	(893,800	)	$	(17,710,607	)
Basic and diluted
Net loss per common share-basic and diluted				$	(0.003	)	$	(0.00	)
Weighted average shares outstanding-basic and diluted		463,996,587			398,844,984

See accompanying notes to the financial statements

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EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

For the Quarters Ended October 31, 2009 and 2008,

and period from October 21, 2002 (Inception) to October 31, 2009

(Unaudited)

	Quarter Ended October 31,			Quarter Ended October 31,			October 21, 2002 (Inception) to October 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,522,585	)	$	(893,800	)	$	(17,710,607	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		1,059,191			-			4,761,445
Warrant issued for consulting services		-			-			446,660
Loss on disposal of assets		-			-			9,856
Loss on impairment of assets		-			-			50,591
Depreciation and amortization		28,779			20,785			157,117
Share-based compensation		6,112			186,740			2,902,889
(Gain) Loss on derivative		-			-			5,000
Gain on debt extinguishment		-			-			(7,137	)
(Gain)Loss on accounts payable		-			-			(84,065	)
(Gain)Loss on sale of patent		(95,000	)					(95,000	)
Contributed capital		12,911			-			75,433
Amortization of debt discount		304			-			80,304
Changes in operating assets and  liabilities
Prepaid and other current assets		(2,633	)		44,577			(11,194	)
Accounts payable		140,720			99,429			693,264
Accounts receivable		(2,706	)					(2,706	)
Accrued expenses		152,528			(9,160	)		2,220,659
Deferred income		(1,400	)		-			-
Accounts payables to stockholders		(17	)					2,576
NET CASH USED IN OPERATING ACTIVITIES		(223,796	)		(551,429	)		(6,504,915	)
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of patents		95,000			-			95,000
Investment in patents		-			-			(67,233	)
Investment in intangible assets		-			-			(16,000	)
Investment in property and equipment		-			(195,121	)		(458,498	)
NET CASH USED IN INVESTING ACTIVITIES		95,000			(195,121	)		(446,731	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		112,000			-			5,395,200
Advances from stockholders		6,368			-			1,434,949
Proceeds from warrants exercised		9,000			-			546,502
Repayment of advances from stockholders		-			-			(501,430	)
Convertible note proceeds		30,000			-			210,000
Proceeds from third party debt, net		-			-			(105,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		157,368			-			6,980,221
NET CHANGE IN CASH AND CASH EQUIVALENTS		28,572			(746,550	)		28,575
Cash and cash equivalents at beginning of period		3			767,338			-
Cash and cash equivalents at end of period	$	28,575		$	20,788		$	28,575
SUPPLEMENTAL DISCLOSURES
Cash paid for interest				$	625
Cash paid for income taxes					-
NON-CASH TRANSACTIONS
Shares Returned and Cancelled	$	128,069		$	-
Discount on Convertible Note		28,410			-

See accompanying notes to the financial statements

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EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of Exobox Technologies Corp., a Nevada corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in our latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, July 31, 2009, as reported in Form 10-K, have been omitted.

Certain prior quarter amounts have been reclassified to conform with the current quarter presentation.

Exobox is an enterprise and home user network and data security development company formed to capitalize upon the growing need for a modern, reliable, efficient, effective and proactive network and data security solutions.  Exobox is the parent company to its wholly-owned subsidiary, Exbx Energy, Inc., a Texas corporation (“Exbx Energy”) since its formation in October, 2009.

NOTE 2 - GOING CONCERN

From Inception to October 31, 2009, Exobox has accumulated losses of $17,710,607. The ability of Exobox to emerge from the development stage with respect to any planned principal business activity is dependent upon its success in raising additional equity or debt financing and/or attaining profitable operations. Management has plans to seek additional capital. There is no guarantee that Exobox will be able to complete any of the above objectives. These factors raise substantial doubt regarding Exobox's ability to continue as a going concern.

NOTE 3 – PATENTS

Patents are mainly comprised of legal services paid to a shareholder and patent application fees.  Exobox began amortizing these costs since the patents have been granted.  Patents were impaired as of July 31, 2009 in the amount of $50,591.

On September 15, 2009, Exobox Technologies, Corp. sold all right, title, and interest of all the SOS Patents to Scott Copeland in return for $95,000, resulting in a gain from assignment of patents of $95,000.  On November 1st, 2009, Scott Copeland re-assigned all the SOS patents to Exobox Technologies, Corp. in exchange for a royalty equal to three percent (3%) of the net proceeds, if any, derived by Exobox from the SOS technology and issue directly to three (3) other individuals or entities of Copeland’s choosing, a collective total of 1,250,000 shares of Exobox common stock restricted under Rule 144.

NOTE 4 – DEBT

In June 2009, Exobox issued an unsecured promissory note with RSA Corp pursuant to an agreement for employee recruiting services dated November 7, 2008 by converting the $35,000 outstanding accounts payable balance to the note.  The note bears interest of 0% per year and matures December 1, 2009.  The loans totaled to $30,000 as of October 31, 2009.

 In September 2009, Exobox borrowed $30,000 under convertible notes payable to two individuals.  The notes bear interest at 10% per year, matured on September 4, 2009, and are convertible into common shares at $0.03 per share.  In connection with the notes, Exobox issued warrants to purchase 990,000 common shares at $0.03 per share for a term of three years.  Exobox evaluated the terms of the notes in accordance with FASC 815 (formerly SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and EITF Issue 00-19, “Accounting for Derivative Financial Instruments to and Potentially Settled in a Company’s Own Stock”).  Exobox determined that the convertible notes are not derivative instruments.  Exobox evaluated the conversion feature under FASC 470 (formerly EITF 98-5 and EITF 00-27) and determined that a beneficial conversion feature should be recognized and gave rise to a debt discount of $28,410.

NOTE 5 – STOCKHOLDERS’ EQUITY

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Treasury Stock

During October, 2009, several shareholders agreed to return over 128 million shares of the Company’s common stock to the Company’s treasury.  Treasury stocks were valued at par of $128,069.

Stock Issued for Services

During the quarter ended October 31, 2009, we issued 29,554,501 common shares to consultants and employees pursuant to consulting and employment agreements with a value of $1,059,191

Stock Issued for Cash

During the quarter ended October 31, 2009, we issued 8,950,000 common shares for $112,000 in cash.

Stock Issued for Warrants Exercised

During the quarter ended October 31, 2009, we issued 150,000 common shares in relation to warrants exercised for $9,000.

Stock Option, Stock Warrant and Stock Award Plan

OPTIONS

In the quarter ended October 31, 2009, Exobox granted an employee of Exobox an option to purchase 25,000 shares with an exercise price of $0.25 a share.  The 25,000 shares vested immediately.

The following assumptions were applied to value the options:

Expected volatility	174%- 243%
Term (years)	1.5 – 3
Risk-free interest rate	1.16% - 3.01%
Expected dividend yield	0%

Black-Scholes was applied to value the options and Exobox recognized $6,112 of stock based compensation expense for the quarter ended October 31, 2009.  The remaining 386,198 unvested shares have an unrecognized value of $34,833.  The options intrinsic value is $0 as of October 31, 2009.

The status of the options as of October 31, 2009, is as follows:

	Options		Weighted Average Exercise Price
Outstanding July 31, 2009		20,225,000		0.28
Granted		25,000		0.25
Expired		-		-
Exercised		-		-
Outstanding, October 31, 2009		20,250,000	$	0.28

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Following is the details of options outstanding as of October 31, 2009:

Number of Common Stock Equivalents	Expiration Date	Remaining Contracted Life (Years)		Exercise Price
50,000	10/14/2011		2.00		0.25
25,000	11/14/2011		2.08		0.25
50,000	12/7/2011		2.17		0.25
75,000	12/16/2011		2.17		0.25
50,000	10/14/2012		3.00		0.25
25,000	11/14/2012		3.08		0.25
50,000	10/14/2013		4.00		0.25
25,000	11/14/2013		4.08		0.25
50,000	10/14/2014		5.00		0.25
25,000	11/14/2014		5.08		0.25
25,000	4/1/2012		2.42		0.25
50,000	4/28/2012		2.50		0.25
25,000	5/28/2012		2.58		0.25
25,000	6/17/2012		2.67		0.25
25,000	6/28/2012		2.67		0.25
25,000	7/28/2012		2.75		0.25
25,000	8/28/2012		2.83		0.25
25,000	9/28/2012		2.92		0.25
25,000	10/28/2012		3.00		0.25
25,000	4/1/2013		3.42		0.25
25,000	4/1/2014		4.42		0.25
25,000	4/1/2015		5.42		0.25
2,500,000	1/1/2014		4.17		0.15
1,500,000	1/1/2014		4.17		0.25
1,500,000	1/1/2014		4.17		0.40
1,000,000	1/1/2014		4.17		0.15
1,000,000	1/1/2014		4.17		0.25
2,500,000	5/18/2011		1.58		0.15
2,000,000	5/18/2011		1.58		0.25
1,500,000	5/18/2011		1.58		0.40
2,500,000	5/18/2011		1.58		0.15
2,000,000	5/18/2011		1.58		0.25
1,500,000	5/18/2011		1.58		0.40
20,250,000			3.00		0.28

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The following is a summary of non-vested shares:

	OPTIONS
Non-vested shares at July 31, 2009		386,198
Granted		0
Vested		(107,813	)
Expired		-
Exercised		-
Non-vested shares at October 31, 2009		278,385

WARRANTS

At October 31, 2009, we had outstanding and exercisable warrants to purchase an aggregate of 15,844,284 shares of common stock with an intrinsic value of $0.  The weighted average remaining life is 2.58 years and the weighted average price per share is $0.47 per share.

The status of the warrants as of October 31, 2009, is as follows:

Warrants Outstanding and Exercisable	Warrants			Weighted Average Exercise Price
Outstanding, July 31, 2009		15,994,284		$	0.47
Granted		-			-
Expired		-			-
Exercised		(150,000	)		(.06)
Outstanding, October 31, 2009		15,844,284		$	0.41

Following is the details of warrants outstanding as of October 31, 2009:

Number of Common Stock Equivalents	Expiration Date	Remaining Contracted Life (Years)		Exercise Price
2,902,500	10/31/2010		1.00	$	0.20
50,000	7/31/2011		1.75	$	0.25
5,400,000	12/31/2011		2.17	$	1.00
1,600,000	4/30/2012		2.50	$	0.03
825,000	6/1/2012		2.58	$	0.03
2,075,000	6/4/2012		2.58	$	0.03
83,333	6/12/2012		2.58	$	0.03
1,408,451	6/29/2012		2.66	$	0.03
1,500,000	9/24/2012		2.92	$	0.30

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NOTE 6 – SUBSEQUENT EVENTS

Subsequent events through December 21, 2009, are as follows:  

On October 22, 2009, Exobox Technologies Corp. executed a Purchase and Sale Agreement and related documents with SPOR Energy, Inc. to acquire 17 oil and gas wells located in Ohio. As previously disclosed in the financial statements for the three months ended October 31, 2009 included in the form 10Q filed on December 21, 2009, we included the pro forma balance sheet showed the pro forma effects of the acquisition of the Assets.

On January 13, 2010, Exobox and SPQR entered into a rescission agreement to unwind the October 22, 2009 agreement. In addition, Exobox and SPQR have agreed that both have no further rights, entitlements, liabilities or obligations with respect to the purchase and sale agreement and each party expressly releases the other with respect to any claims. No legal title was ever passed to Exobox.  Since Exobox couldn’t obtain clear title, no revenue and expenses were recognized related to the acquisition. There is no financial impact to Exobox’s financial statements. As the result of the rescission agreement, we restate this footnote to remove the pro forma balance sheet. Accordingly, no further financial information will be filed with the SEC relating to the entry into and rescission of the purchase and sale agreement dated October 22, 2009.

Employment and Consulting Agreements

On November 1, 2009, the Company hired Mr. Richard J. Kampa to serve as President, Chief Executive Officer and a Director. The agreement, with a term of six months, calls for a salary of $20,000 per month and an initial issuance of 1,000,000 common shares.  When the agreement continues beyond six months, Mr. Kampa will receive 100,000 shares of common stock for each month the agreement remains in effect.

On December 1, 2009, the Company hired Mr. Michael G. Wirtz to return and serve as Vice President and Chief Financial Officer. Mr. Wirtz had served in the same position from 2006 through May 6, 2009.

Shareholders Return of their Common Stock

During December 2009, a shareholder has agreed to return almost 6 million shares of the Company’s common stock to the Company’s treasury.  It is expected that all of the shares will be returned to the Company’s treasury in the near future thus reducing the number of the company’s outstanding common shares.

Lease Agreement

On November 12, 2009, the Company’s office space lessor amended its lease whereby the $49,565 the company owed to the Lessor at that time was amortized into the monthly lease payment.  The monthly rent payment will increase by $1,371 to $11,153 per month over the remaining 41.5 months of the lease term.  The amortization will use an 8% interest rate.

Stock Issued

In November 2009, 1,500,000 common shares were sold to an entity 25% owned by Mr. Wirtz and 50% owned by former management or board members for $30,000 in cash proceeds to the company.

Promissory Note

In December 2009, an entity 25% owned by Mr. Wirtz and 50% owned by former management or board members loaned the company $20,000 in exchange for a promissory note at 12% per anum interest which is due on May 31, 2010.

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EXOBOX TECHNOLOGIES CORP.

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 of the undersigned thereunto duly authorized.

EXOBOX TECHNOLOGIES CORP.

Dated: January 29, 2010	By:  /s/ Richard J. Kampa
	Richard J. Kampa
	Chief Executive Officer and Director
	(Principal Executive Officer)

Dated: January 29, 2010	By: /s/ Michael G. Wirtz
	Michael G. Wirtz
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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