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)
þ
Yes
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.
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.
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
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
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
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
1
st
,
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
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
|
|
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
|
|
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 –
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.
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)
|
Exobox Technologies (CE) (USOTC:EXBX)
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