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.

EXOBOX TECHNOLOGIES CORP.

FORM 10-Q/A FOR THE QUARTER ENDED OCTOBER 31, 2009

INDEX

PART   I.  FINANCIAL INFORMATION	Page
	No.
Item 1. Financial Statements
Balance Sheets as of October 31, 2009 (restated)  and July 31, 2009  (Unaudited).	3
Statements of Operations for the three months ended October 31, 2009 (restated) and 2008 and for the period from October 21, 2002 (Inception) to October 31, 2009  (Unaudited).	4
Statements of Cash Flows for the three months ended October 31, 2009 (restated) and 2008  and for the period from October 21, 2002 (Inception) to October 31, 2009 (restated) (Unaudited).	5
Notes to the Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 2. Recent Sales of Unregistered Securities	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Submission of Matters to a Vote of Security Holders	18
Item 5. Other Information	18
Item 6. Exhibits	18
Signatures	19

EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

	October 31, 2009 (Restated)		July 31, 2009
ASSETS
Current Assets:
Cash	$	28,575	$	3
Accounts Receivable		6,589		-
Other Current Assets		11,194		8,561
Total Current Assets		46,358		8,564
Oil and Gas Properties: Proved Properties, Net		5,864,485		-
Furniture, fixtures and equipment, net		365,709		395,338
Other Assets:
Patents, net		-		1
Intangibles, net		6,568		6,568
TOTAL ASSETS	$	6,283,120	$	410,471
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	776,550	$	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		2,159,961		1,656,660
Long Term Liabilities:
Long Term Note (5 yr., 7.5% interest, Convertible at $0.21 per share)		1,500,000		-
Asset Retirement Obligation		273,075		-
Discount on Convertible Note		(1,285,714		-
Long Term Note		2,800,000		-
Total Long Term Liabilities		3,287,361		-
TOTAL LIABILITIES		5,447,322		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, 1,163,000 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		398,607		460,664
Additional paid-in capital		18,150,849		14,481,168
Deficit accumulated during development stage		(17,713,659		(16,188,022	)
Total stockholders' deficit		835,798		(1,246,189	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		6,283,120		410,471

See accompanying notes to the financial statements

-3-

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 (Restated)			2008			2009 (Restated)
Revenues	$	7,783		$	-		$	7,783
Cost of Revenue		9,057			-			23,714
Gross Loss		(1,274	)		-			(15,931	)
Operating Expenses:
General & administrative		1,153,356			158,746			5,831,533
Depreciation and amortization		31,655			20,785			159,991
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
Lease Operating Expenses Research and development		4,059 21,094			-			4,059 309,353
Total Operating Expenses		1,618,528			894,498			17,769,055
Loss from Operations		1,619,802			894,498			17,784,986
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		1,525,637			893,800			17,713,659
Provision for Income Taxes		-			-			-
Net Loss	$	(1,525,637	)	$	(893,800	)	$	(17,713,659	)
Basic and diluted
Net loss per common share-basic and diluted		(0.003	)		(0.00	)
Weighted average shares outstanding-basic and diluted		466,672,824			398,844,984

See accompanying notes to the financial statements

-4-

EXOBOX TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

RESTATED 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 (Restated)			2008			2009 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,525,637	)	$	(893,800	)	$	(17,713,659	)
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		31,655			20,785			159,991
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		(2,530	)					(2,530	)
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		1,314,124			-
Stock Issued for Oil & Gas Acquisition Debt assumed from the Oil & Gas Acquisition		1,094,286 4,300,000
Purchase of O&G properties on accounts payable		204,059
Oil & Gas accounts receivable from purchase of oil and gas properties		3,883
Purchase of oil and gas properties		5,867,361

See accompanying notes to the financial statements

-5-

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 $17,713,659. 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.

-6-

NOTE 5 – STOCKHOLDERS’ DEFICIT

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

-7-

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

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

-8-

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

NOTE 6 – OIL AND GAS PROPERTIES

Oil & Gas Properties

On October 22, 2009, Exobox Technologies Corp. purchased 17 oil & gas wells located in Ohio that produce from the Clinton and Marcellus Shale formations (the “Assets”) from a private oil & gas company.  The Assets acquired were purchased for $5.9 million, which includes:

(a) The assumption of approximately $3.0 million in total existing debt associated with these Assets. Debt is valued at face value of $3 million which approximates the market value on October 22, 2009.

(b) 5-year, 7.5% convertible note in the amount of $1.5 million and convertible into common stock at $0.21 per share.  Debt is valued at face value of $1.5 million which approximates the market value on October 22, 2009.

(c) 1,163,000 shares of Series E Convertible Preferred Stock which is convertible into common stock at $0.04 for stock value of $949,929. The stock value is based on the closing market value on October 22, 2009.

(d) 3,000,000 shares of restricted Exobox common stock for value of $120,000.  The stock value is $.04 which is based on the closing market value on the October 22, 2009.

The entire purchase price was allocated to proved oil and gas properties as this was the only asset acquired.

-9-

 On a fully-converted basis, the shares issuable upon conversion of the convertible note and the convertible preferred stock, along with the restricted common stock, would represent 34,500,000 shares of common stock, or approximately 9.9% of the total common shares outstanding, after giving effect to (i) the shares issuable pursuant to the Purchase and Sale Agreement on a fully-converted basis, and (ii) 128,068,593 of the 150 million shares being returned to the company by certain shareholders, as previously announced on October 16, 2009.

The following pro forma balance sheet shows the pro forma effects of the acquisition of the Assets based on the assumption that the transaction occurred effective July 31, 2009.

	October 22, 2009
	Exobox Historical		Purchase price allocation		Pro Forma
ASSETS
Current Assets:
Cash	3		-		3
Other Current Assets	8,561		-		8,561
Total Current Assets	8,561		-		8,561
Oil and gas properties:
Proved Properties, net	-		5,864,485		5,864,485
Furniture, fixtures and equipment, net	395,338		-		395,338
Other Assets:
Patents, net	1		-		1
Intangibles, net	6,568		-		6,568
TOTAL ASSETS	410,471		5,957,127		6,367,598
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	432,621		204,059		636,680
Accounts Payable-Stockholders	2,594		-		2,594
Advances from Stockholders	875,081		-		875,081
Note Payable	30,000		-		30,000
Accrued Liabilities	314,964				314,964
Deferred Income	-		-		-
Total Current Liabilities	1,656,660		204,059		1,860,719
Long Term Liabilities:
Convertible Note	-		1,500,000		1,500,000
Asset Retirement Obligation			273,075		273,075
Discount on Convertible Note	-		(1,285,714	)	(1,285,714	)
Long Term Debt	-		2,800,000		2,800,000
Total Long Term Liabilities	-		3,287,361		3,287,361,3
TOTAL LIABILITIES	1,656,660		3,491,420		5,447,322
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock:
Series A convertible preferred stock, $0.001 par, 2,500,000 shares authorized, 1,378 and 6,378 shares issued and outstanding as of January 31, 2010 and  July 31, 2009, respectively	1		-		1
Series E convertible preferred stock, $0.001 par, 1,163,000 shares authorized, 1,163,000 and 0 shares issued and outstanding as of January 31, 2010 and July 31, 2009, respectively	-		24,357		24,357
Common stock, $0.001 par value, 500,000,000 shares authorized, 371,137,803 and 460,664,395 shares issued and outstanding at January 31, 2010 and July 31 2009, respectively	460,664		3,000		463,664
Additional paid-in capital	14,481,168		2,345,708		16,826,876
Deficit accumulated during development stage	(16,188,022	)	-		(16,188,022	)
Total stockholders' equity (deficit)	(1,246,189	)	2,373,065		1,126,876
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	410,471		5,957,127		6,367,598

These oil & gas wells have a represented PV10 reserve value of approximately $22.75 million (based on current NYMEX pricing).

-10-

The terms of the purchase of the oil and gas properties include a 5-year, 7.5% convertible note in the amount of $1.5 million and convertible into common stock at $0.21 per share.  Debt is valued at face value of $1.5 million which approximates the market value on October 22, 2009.  The debt is reduced by $1,285.714 to represent the discount based on the present value of the convertible note.  This debt discount will be amortized over a five year period, ending on October 22, 2014.

On January 13, 2010, Exobox and SPQR entered into a rescission agreement to unwind the October 22, 2009 purchase. 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.

NOTE 7 – SUBSEQUENT EVENTS

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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NOTE 8-RESTATMENT FOOTNOTE

The company is restating its financial statements as of October 31, 2009 to include the oil and gas asset purchase transaction as of its acquisition date, October 22, 2009, instead of November 1, 2009 as originally accounted for:

Balance Sheet

	Original			Change			Restated
ASSETS
Current Assets:
Cash	$	28,575		$	-		$	28,575
Accounts Receivable		2,706			3,883			6,589
Other Current Assets		11,194			-			11,194
Total Current Assets		42,475			3,883			46,358
Oil and gas properties:
Proved Properties, net		-			5,864,485			5,864,485
Furniture, fixtures and equipment, net		365,709			-			365,709
Other Assets:
Patents, net		-			-			-
Intangibles, net		6,568			-			6,568
TOTAL ASSETS		414,752			5,868,368			6,283,120
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable		572,491			204,059			776,550
Accounts Payable-Stockholders		2,576			-			2,576
Advances from Stockholders		883,343			-			883,343
Note Payable		30,000			-			30,000
Accrued Liabilities		467,492						467,492
Deferred Income		-			-			-
Total Current Liabilities		1,955,902			204,059			2,159,961
Long Term Liabilities:
Long Term Note (5 yr, 7.5% interest, Convertible at $0.21 per share)		-			1,500,000			1,500,000
Asset Retirement Obligation					273,075			273,075
Discount on Convertible Note		-			(1,285,714			(1,285,714	)
Long Term Debt		-			2,800,000			2,800,000
Total Long Term Liabilities		-			3,287,361			3,287,361,3
TOTAL LIABILITIES		1,955,902			3,491,420			5,447,322
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock:
Series A convertible preferred stock, $0.001 par, 2,500,000 shares authorized, 1,378 and 6,378 shares issued and outstanding as of October 31, 2009 and  July 31, 2009, respectively		1			-			1
Series E convertible preferred stock, $0.001 par, 1,163,000 shares authorized, 1,163,000 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, 371,137,803 and 460,664,395 shares issued and outstanding at October 31, 2009 and July 31 2009, respectively		371,250			27,357			398,607
Additional paid-in capital		15,798,206			2,352,643			1,850,849
Deficit accumulated during development stage		(17,710,607	)		(3,052	)		(17,713,659	)
Total stockholders' equity (deficit)		(1,541,150	)		2,376,948			835,798
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		414,752			5,868,368			6,283,120

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Statement of Operations

	Original		Change			Restated
Revenues	$	3,900	$	3,883		$	7,783
Cost of Revenue		9,057		-			9,057
Gross Loss		(5,157)		3,883			(1,274)
Operating Expenses:
General & administrative		1,153,356					1.153,356
Depreciation and amortization		28,779		2,876			31,655
Professional fees		135,069					135,069
Payroll expenses		273,295					273,295
Software Development Expense				-
Loss on disposal of assets				-
Loss on impairment of assets				-
Lease Operating Expenses Research and development		- 21,094		4,059 -			4,059 21,094
Total Operating Expenses		1,611,593		6,935			1,618,528
Loss from Operations		1,616,750		(3,052)			(1,619,802)
Other Income (Expenses):
Gain on derivatives		-
Gain on sale of patent		95,000					95,000
Gain on extinguishment of Accounts Payable
Gain on extinguishment of note		-
Interest income
Interest expense		(835)					(835)
Total Other Income		94,165		0			94,165
Loss Before Income Taxes		1,522,585		(3,052)			(1,525,637)
Provision for Income Taxes		-		-			-
Net Loss	$	(1,522,585)	$	(3,052	)	$	(1,525,637)
Basic and diluted
Net loss per common share-basic and diluted	$	(0.003)	$	(0.00	)
Weighted average shares outstanding-basic and diluted		466,672,824		398,844,984

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Statements of Cash Flows

	Original		Change			Restatement
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,522,585)	$	(3,052	)	$	(1,525,637)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		1,059,191		-			1,059,191
Warrant issued for consulting services		-		-			-
Loss on disposal of assets		-		-			-
Loss on impairment of assets		-		-			-
Depreciation and amortization		28,779		2,876			31,655
Share-based compensation		6,112		-			6,112
(Gain) Loss on derivative		-		-			-
Gain on debt extinguishment		-		-			-
(Gain)Loss on accounts payable		-		-			-
(Gain)Loss on sale of patent		(95,000)					(95,000)
Contributed capital		12,911		-			12,911
Amortization of debt discount		304		-			304
Changes in operating assets and  liabilities
Prepaid and other current assets		(2,633)		-			(2,633)
Accounts payable		140,720		-			140,720
Accounts receivable		(2,706)		3,833			(2,530)
Accrued expenses		152,528		-			152,528
Deferred income		(1,400)		-			(1,400)
Accounts payables to stockholders		(17)					(17)
NET CASH USED IN OPERATING ACTIVITIES		(223,796)		-			(223,796)
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of patents		95,000		-			95,000
Investment in patents		-		-			-
Investment in intangible assets		-		-			-
Investment in property and equipment		-		-			-
NET CASH USED IN INVESTING ACTIVITIES		95,000		-			95,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		112,000		-			112,000
Advances from stockholders		6,368		-			6,368
Proceeds from warrants exercised		9,000		-			9,000
Repayment of advances from stockholders		-		-			-
Convertible note proceeds		30,000		-			30,000
Proceeds from third party debt, net		-		-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		157,368		-			157,368
NET CHANGE IN CASH AND CASH EQUIVALENTS		28,572		-			28,572
Cash and cash equivalents at beginning of period		3		-			3
Cash and cash equivalents at end of period	$	28,575	$	-		$	28,575
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$		$	-
Cash paid for income taxes				-
NON-CASH TRANSACTIONS
Shares Returned and Cancelled	$	128,069	$	-			128,069
Discount on Convertible Note		28,410		-			1,314,124
Stock Issued for Oil & Gas Assets							1,094,286
O&G accounts receivable from purchase of oil &gas property Debt for Oil & Gas Assets							3,883 4,300,000
Purchase of Oil & Gas Assets							5,867,361
Purchase of  Oil & Gas Assets on accounts payable							204,059

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

This report on Form 10-Q/A contains forward-looking statements that relate to the Company's expectations regarding future events or future financial performance. Any statements contained in this report that are not statements of historical fact may be deemed forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "intend", "believe," "estimate," "predict," "potential" or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other entity, assume responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Form 10-Q/A to conform such statements to actual results or to changes in our expectations.

The following discussion should be read in conjunction with our condensed consolidated financial statements, related notes and the other financial information appearing elsewhere in this Form 10-Q/A. Readers are also urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the factors which affect our business, including without limitation, the disclosures made under Item 1A. Risk Factors.  The risk factors below supplement and should be read in conjunction with “ Risk Factors” under Item I in our Annual Report on Form 10-K for the fiscal year ended July 31, 2009

Overview

Exobox Technologies Corp. develops and delivers information risk management and security software solutions that help organizations protect and recover their most valuable information assets. We are committed to our vision of creating a more secure environment for the information-centric community through the development of new technologies and security services.  This information-centric community is primarily comprised of companies that must abide by Governance, Risk and Compliance (GRC) policies - Fortune 500 public companies; the secondary target audience are those companies with valuable at-risk information, which includes financial services providers, healthcare providers and high-technology providers.

Information follows a typical path, or lifecycle:  creation, distribution, storage, copying, transformation, and disposal.  Throughout this data lifecycle, an organization’s information or intellectual property is at risk to exposure of being in the wrong hands or in the wrong place.  Nearly every organization has been exploited through data leaks. Intellectual property, financial information, confidential client lists, customer, patient and employee data . . . it is all at risk of exposure from both internal and external threats. The biggest contributors to information security risks are the open exchange of information through the Internet, especially via web 2.0 applications such as social-networking sites, video-sharing sites and blogs, the rapid growth of a mobile workforce, the termination of emp loyment, the lack of understanding that information is confidential – just to name a few.  In fact, the market is so concerned about these issues that security software revenue is expected to exceed $13.1 billion by 2012 or a compound average growth rate (CAGR) of 10.5% by 2012 according to Gartner.

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Recently, we have achieved several key milestones:

· We appointed Richard J. Kampa as President, Chief Executive Officer and Director to lead the strategic and daily operations of the company and brought back Michael G. Wirtz as Chief Financial Officer.

· We brought the ExoDetect™ product to general availability.  ExoDetect™ is our first product.

· We released ExoDetect™ at the end of June 2009.  This first product is an affordable, software-as-a-service (SaaS) data leak detection (DLD) software solution that discovers and rates the risk of unauthorized “data in the wild.”  ExoDetect™ reports on the knowledge needed to tighten an organization’s data leak prevention (DLP) controls, while providing the first step in mitigating the financial and legal risks associated with stolen or misappropriated confidential information.  ExoDetect ™ performs scans for compromised data on any exposed area in the Internet Cloud; classifies the discovered information according to confidence and severity ratings; and captures the forensic evidence needed to address the breach, including litigation or prosecution. We have an ongoing process of updating and refining the ExoDetect™ product.

· The Company is focused on marketing to its clients its current products, ExoDetect™ and ExoWatch™ and developing its other proprietary technology.

· The purchase of the oil & gas assets occurred under the prior CEO of the company.   Exobox’s current management believes that these assets have value but are not  a good fit for the company as current management’s priority is software development.  As such, the company is prepared to divest itself of these oil & gas assets and related debt and is prepared to solicit reasonable offers to complete a sale.  Gains, if any, from the sale of these assets would be directed towards the goal of software development.

Exobox was founded in 2002 and, in conjunction with becoming a publicly-traded company in September 2005, merged with a successor Nevada corporation which was originally incorporated in 1999.

Results of Operations

Three Months Ended October 31, 2009 Compared to Three Months Ended October 31, 2008

Net Sales. Sales during the quarter ended October 31, 2009, were $7,783 compared to $0 for the quarter ended October 31, 2008.   These are the first sales for the company as the company brought its first product, ExoDetect™ to market earlier this year along with some oil and gas revenue.

Research and Development Expenses. Research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development of new products and services, and in the future will include those costs and expenses related to significant improvements to existing products and services. We have expensed research and development costs as they have been incurred. We had research and development expenses of $21,094 for the three months ended October 31, 2009 as compared to $0 incurred in the same period of 2008. The increased research and development expenses in 2009 relate to the costs of developing ExoDetect™.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of compensation and related costs for personnel engaged in customer service, sales, and sales support functions, as well as advertising and promotional expenditures. In preparation for the upcoming release of our first product, ExoDetect™, we had sales and marketing expenses of $52,260 for the three months ended October 31, 2009 as compared to $ 0 incurred in the same period of 2008.

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General and Administrative Expenses (“G&A”).   General and administrative expenses consist primarily of compensation and related costs for personnel and facilities related to our finance, human resources, facilities, information technology and legal organizations, and fees for professional services. Professional services are principally comprised of outside legal, audit, information technology consulting, general business consulting and outsourcing services. G&A expenses for the three months ended October 31, 2009 as compared to 2008 increased from $158,746 to $1,153,356. The increase was primarily due to the ramp up in our operatio ns related to the  release of our first product, ExoDetect™.

Net Loss.  Net loss for the three months ended October 31, 2009 and 2008 was $1,525,637 and $893,800, respectively. The increased loss was primarily due to the ramp up in our operations related to the  release of our first product, ExoDetect™.

Liquidity and Capital Resources

As of October 31, 2009, we had a working capital deficit of $2,113,603.  Our current liquidity position does not allow us to meet our nominal working capital need which has required us to leverage off our vendors and seek loans from certain shareholders. Historically, our working capital resulted from best efforts equity financing and shareholder loans. During the three months ended October 31, 2009, we borrowed $30,000 from certain shareholders on a short term basis .  To date, we have repaid $501,430 of this indebtedness, although it should be expected that we will borrow additional amounts in the future.   It is likely we will have to issue additional shares of our common stock in the future in an attempt to conserve cash. We will need to obtain working capital of at least $2,000,000 to fund our minimum operating expenses for the twelve months.  In order to fund our full product development, including marketing and testing, we will need to raise at least an additional $9,000,000.  We have no external credit or debt facilities in place to provide financing. We will be reliant upon best efforts debt or equity financing to provide necessary working capital.  Accordingly, there can be no assurance we will be able obtain necessary funding to meet working capital requirements, the failure of which will result in our curtailing operations and/or selling assets.

Off-Balance Sheet Arrangements

None.

Contractual Commitments

None.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (the "CEO") and our Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Act")) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Specifically, our independent auditor identified weaknesses in our disclosure controls related to valuing and accounting for share-based payments, derivative financial instruments and accrued expenses. We plan to remediate this deficiency in disclosure controls by increasing the supervision and training of accounting employees.

There has been no change in our internal control over financial reporting during the quarter ended October 31, 2009, covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any litigation and to the best of our knowledge no litigation is threatened.

ITEM 1A. RISK FACTORS

Certain Factors that May Affect Future Performance

The risk factors below supplement and should be read in conjunction with “ Risk Factors” under Item I in our Annual Report on Form 10-K for the fiscal year ended July 31, 2009.

We have a limited operating history with significant losses and expect losses to continue for the foreseeable future.

We have incurred annual operating losses since our inception. As a result, at October 31, 2009, we had an accumulated deficit of $17,713,659. We had gross revenues of $7,783 for the quarter ended October 31, 2009, and a loss from operations of $1,619,802. As we pursue our business plan, we expect our operating expenses to increase significantly, especially in the areas of sales and marketing. As a result, we expect continued losses in fiscal 2010 and thereafter.

We may not be able to meet our current and future liabilities and remain in operation until we receive additional capital.

As of October 31, 2009, we have current assets of $46,358 and current liabilities of $2,159,961.   Our current liquidity position only allows us to meet nominal working capital needs.  We will need $2,000,000 to meet our working capital needs through fiscal 2010.  Any failure to obtain such financing could force us to abandon or curtail our operations.

Ours auditor has substantial doubts as to our ability to continue as a going concern.

Our auditor's quarterly report as of October 31, 2009 expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business.  Because we do not have sufficient capital, we may be required to suspend or cease the implementation of our business plans within 12 months. Because we have been issued an opinion by its auditors that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult for us to attract investors.  Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our products.

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ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is certain information concerning issuances of common stock that were not registered under the Securities Act of 1933 (“Securities Act”) that occurred in the first quarter of fiscal 2010.

 During August, 2009, an unaffiliated third party acquired 450,000 shares of our common stock in consideration of $27,000.

During August, 2009, three unaffiliated third parties acquired 150,000 shares of our common stock through the exercise of warrants at $0.06 per share for a total consideration of $9,000

On August 15, 2009, September 15, 2009 and October 15, 2009 we issued a total of 1,847,001 shares of common stock to Mr. Dillon (1,154,376 shares) and Mr. Wirtz (692,625 shares) in accordance with the terms of their separation agreements.

In August, September and October, 2009, the Company granted 27,707,500 shares of common stock to consultants for services performed .  The shares were valued at $966,841 on the date of issuance.

During October, 2009, Mr. Wittenburg, a former officer and director acquired 5,000,000 shares of our restricted common stock in consideration of $50,000.

During October, 2009, Mr. Dillon, a former officer and director acquired 3,500,000 shares of our restricted common stock in consideration of $35,000.

The issuances referenced above were consummated pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder on the basis that such transactions did not involve a public offering and the offerees were sophisticated, accredited investors with access to the kind of information that registration would provide. The recipients of these securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. No sales commissions were paid in connection with these issuances listed above.

  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

  ITEM 5.   OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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: June 17, 2010	By:  /s/ Norman D. Smith
	Norman D. Smith
	Chief Executive Officer and Director
	(Principal Executive Officer)

Dated: June 17, 2010	By: /s/ Michael G. Wirtz
	Michael G. Wirtz
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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