SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


____________________________________________________





**FORM
      10-KSB**





þ****
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934**


**For
      the Fiscal Year Ended July 31, 2006**


**OR**





o****
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934**


**for
      the transaction period from** **** **to**


**Commission
      File Number 0-02555**





**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.)6303
                Beverly Hill, Suite 210, Houston, Texas
            
            77057-6501(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)


Check
      whether the issuer is not required to file reports pursuant to Section 13
      or 15(d) of the Exchange Act. þ


Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past
      90 days. Yes þ No o


Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. 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


State
      issuer’s revenues for its most recent fiscal year. $0.


State
      the
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the price at which the stock was sold, or the average bid and
      asked
      prices of such stock, as of a specified date within the past 60 days. At
      the closing price of the stock as of October 3, 2006 of $0.35, the aggregate
      market value of voting stock held by non-affiliates is $3,821,125.


As
      of
      October 3, 2006 10,917,500 shares of Common Stock, $.001 par value, of the
      registrant were issued and outstanding.














EXOBOX
      TECHNOLOGIES CORP.


INDEX
      TO
      FORM 10-KSB





PAGEPART
                I
            
            6ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            6ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            8ITEM
                3.
            LEGAL
                PROCEEDINGS
            8ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
            8PART
                II
            
            8ITEM
                5.
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDSMALL
                BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
            8ITEM
                6
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            9ITEM
                7.
            FINANCIAL
                STATEMENTS AND RELATED FOOTNOTES
            11ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            19ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            19ITEM
                8B.
            OTHER
                INFORMATION
            20PART
                III
            
            20ITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
                WITH SECTION 16(a) OF THE EXCHANGE ACT
            20ITEM
                10.
            EXECUTIVE
                COMPENSATION
            21ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            23ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            24ITEM
                13.
            EXHIBITS
            24ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            25SIGNATURES
            26








**FORWARD
      LOOKING STATEMENTS**





This
      Form
      10K-SB contains forward-looking statements. These statements relate to future
      events or future financial performance and involve known and unknown risks,
      uncertainties and other factors that may cause Exobox or its industry’s actual
      results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance or
      achievements expressed or implied by the forward-looking statements.





In
      some
      cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” or the negative of these terms or other comparable
      terminology. These statements are only predictions. Actual events or results
      may
      differ materially.





Although
      the Company believes that the expectations reflected in the forward-looking
      statements are reasonable, the Company cannot guarantee future results, levels
      of activity, performance or achievements. Moreover, neither the Company nor
      any
      other person assumes responsibility for the accuracy and completeness of these
      forward-looking statements. The Company is under no duty to update any of the
      forward-looking statements after the date of this report to conform its prior
      statements to actual results.





Further,
      this report contains forward looking statements within the meaning of Section
      27A of the Securities Act and Section 21E of the Securities Exchange Act that
      involve substantial risks and uncertainties. Such statements include, without
      limitation, all statements as to expectation or belief and statements as to
      our
      future results of operations, the progress of any research, product development
      and clinical programs, the need for, and timing of, additional capital and
      capital expenditures, partnering prospects, the protection of and the need
      for
      additional intellectual property rights, effects of regulations, the need for
      additional facilities and potential market opportunities. The Company’ actual
      results may vary materially from those contained in such forward-looking
      statements because of risks to which the Company is subject, such as lack of
      available funding, competition from third parties, intellectual property rights
      of third parties, regulatory constraints, litigation and other risks to which
      the Company is subject





**RISK
      FACTORS**





The
      securities offered herein are highly speculative and should only be purchased
      by
      persons who can afford to lose their entire investment in our Company. You
      should carefully consider the following risk factors and other information
      in
      this Prospectus before deciding to become a holder of our Common Stock. If
      any
      of the following risks actually occur, our business and financial results could
      be negatively affected to a significant extent.





The
      Company’s business is subject to many risk factors, including the following
      (references to “our,” “we,” and words of similar meaning in these Risk Factors
      refer to the Company).





The
      Financial Information presented throughout this Registration Statement is taken
      from the Company’s audited financial statements, unaudited pro forma financial
      statements and reviewed financial statements, provided under the heading
“Financial Statements,” unless otherwise stated.





**We
      May Not be Able to Continue Our Business Operations Unless We Raise Additional
      Financing.**





We
      are a
      development stage company and as such have generated no revenues or profits
      to
      date. We depend to a great degree on the ability to attract external financing
      in order to develop the Company’s patent rights in connection with our software
      solutions. We anticipate the need for approximately $7,000,000 in additional
      financing to fund the completion of our product development. Failure to obtain
      sufficient funding may result in the Company not having a product available
      for
      sale.





**We
      May Not Be Able to Meet Our Current and Future Liabilities and Remain in
      Operation Until We Receive Money In Connection With Subsequent
      Tranches.**





The
      Company had $117,719 of cash on hand at July 31, 2006, and required $83,453
      for
      current liabilities. The Company had working capital of $34,266 at July 31,
      2006. If the Company is delayed in raising subsequent money, as a result of
      the
      Company not obtaining effectiveness of this registration statement, or for
      any
      other reason, the Company could be forced to abandon or curtail its planned
      research and development activities, and/or abandon or curtail its operations,
      and any investment in the Company could be lost.





**We
      Lack an Operating History Which You Can Use to Evaluate Us, Making Any
      Investment in Our Company Risky.**





Our
      Company lacks an operating history which investors can use to evaluate our
      Company’s previous earnings. This makes it harder for you as an investor to
      predict how our Company may do in the future. Therefore, an investment in our
      Company is risky because we have no business history and it is hard to predict
      what kind of return our stock will have in the future, if at all.





**To
      Develop our Software Solutions we will need to engage third party
      developers.**





We
      do not
      have the resources to directly conduct full clinical development, obtain
      regulatory approvals, or manufacture or commercialize any products, and we
      have
      no current plans to acquire such resources. Therefore, we depend upon others
      to
      carry out such activities. As a result, we anticipate that we may enter into
      collaborative agreements with third parties able to contribute to developing
      our
      technologies. Such agreements may limit our control over any or all aspects
      of
      development.





To
      be
      profitable, we must successfully commercialize our technologies. They are
      however in the early stages of development and will require significant further
      research, development and testing, and are subject to the risks of failure
      inherent in the development of products based on innovative or novel
      technologies.





**Our
      success is dependent upon our ability to protect our proprietary
      technologies.**





Our
      success is substantially dependent upon our proprietary technologies and our
      ability to protect our intellectual property rights. We currently have filed
      for
      8 patents with the U.S. Patent Office that relate to software security
      solutions. We rely upon our patent applications and trade secret laws,
      non-disclosure agreements with our employees, consultants and third parties
      to
      protect our intellectual property rights. The complexity of patent and common
      law, combined with our limited resources, create risk that our efforts to
      protect our proprietary technologies may not be successful. We cannot assure
      you
      that our patent applications will be upheld or that third parties will not
      invalidate our patent rights. In the event our intellectual property rights
      are
      not upheld, such an event would have a material adverse effect on us. In
      addition, there is a risk that third parties may independently develop
      substantially equivalent or superior technologies.





**Any
      litigation to protect our intellectual property or any third party claims to
      invalidate our patents could have a material adverse effect on our
      business.**





Our
      success depends on our ability to protect our intellectual property rights.
      In
      the future, it may be necessary for us to commence patent litigation against
      third parties whom we believe require a license to our patents. In addition,
      we
      may be subject to third-party claims seeking to invalidate our patents. These
      types of claims, with or without merit, may subject us to costly litigation
      and
      diversion of management's focus. In addition, based on our limited financial
      resources, we may not be able to pursue litigation as aggressively as
      competitors with substantially greater financial resources. Based on our limited
      financial resources, it may be necessary for us to engage third party
      professionals on a contingency basis pursuant to which such parties would be
      entitled to share in the proceeds of any successful enforcement of our
      intellectual property rights. If third parties making claims against us seeking
      to invalidate our patent are successful, they may be able to obtain injunctive
      or other equitable relief, which effectively could block our ability to license
      or otherwise capitalize on our proprietary technologies. Successful litigation
      against us resulting in a determination that our patent applications are invalid
      would have a material adverse effect on our company.





**We
      May Be Unable To Successfully Compete Against Companies with Resources Greater
      Than Ours, If We Are Unable To Protect Our Patent Rights And Trade Secrets,
      Or
      If We Infringe On The Proprietary Rights Of Third Parties.**





Additionally,
      the Company will need to obtain patents on its technology to protect its rights
      to that technology. To obtain a patent on an invention, one must be the first
      to
      invent it or the first to file a patent application for it. We cannot be sure
      that the inventors of subject matter covered by patents and patent applications
      that we own or license were the first to invent, or the first to file patent
      applications for, those inventions. Furthermore, patents we own or license
      may
      be challenged, infringed upon, invalidated, found to be unenforceable, or
      circumvented by others, and our rights under any issued patents may not provide
      sufficient protection against competing software or otherwise cover commercially
      valuable software or processes.





We
      seek
      to protect trade secrets and other un-patented proprietary information, in
      part
      by means of confidentiality agreements with our collaborators, employees, and
      consultants. If any of these agreements is breached, we may be without adequate
      remedies. Also, our trade secrets may become known or be independently developed
      by competitors.





**Our
      Industry Is Competitive and As Such Competitive Pressures Could Prevent Us
      From
      Obtaining Profits, Forcing Us to Abandon or Curtail Our Business Plan and
      Possibly Liquidate Our Assets.**





One
      of
      the main factors in determining in whether the Company will be able to realize
      any profits and/or be able to continue its business plan will be whether or
      not
      the Company is able to successfully compete in the software industry. The virus
      protection software industry is highly competitive and the Company may be
      competing against companies with greater resources and more experience in the
      industry. If the Company is unable to compete in the marketplace and fails
      to
      generate any profits, the Company may be forced to liquidate its assets and
      any
      investment in our Company could be lost.





**We
      Rely Upon Key Personnel and If They Leave Our Company Our Business Plan and
      Our
      Business Operations Could Be Adversely Effected.**





We
      rely
      on Robert B. Dillon our President, Chief Executive Officer & Chairman of the
      Board; Scott Copeland our Vice President of Operations & Director; Reginald
      Goodman our Manager of Information Systems; Michael Wittenburg our Vice
      President of Marketing & Director; Marc Pernia our Chief Product Development
      Administrator & Director; Michael G. Wirtz, our Vice President of
      Administration & Chief Financial Officer, for the success of our Company.
      Their experience and inputs create the foundation for our business and they
      are
      responsible for the directorship and control over the Company’s development
      activities. The Company currently has six (6) employment contracts and does
      not
      hold “key man” insurance on any of these people. Moving forward, should they be
      lost for any reason, the Company will incur costs associated with recruiting
      replacement personnel and could face potential delays in operations. If we
      are
      unable to replace them with other suitably trained individuals, the Company
      may
      be forced to scale back or curtail our business plan. As a result of this,
      your
      securities in our Company could become devalued.





**Investors
      May Face Significant Restrictions on the Resale of Our Common Stock Due to
      Federal Regulations of Penny Stocks.**





If
      the
      Company’s Common Stock is listed on the OTC Bulletin Board, it will be subject
      to the requirements of Rule 15(g)9, promulgated under the Securities Exchange
      Act, as long as the price of our Common Stock is below $5.00 per share. Under
      such rule, broker-dealers who recommend low-priced securities to persons other
      than established customers and accredited investors must satisfy special sales
      practice requirements, including a requirement that they make an individualized
      written suitability determination for the purchaser and receive the purchaser's
      consent prior to the transaction. The Securities Enforcement Remedies and Penny
      Stock Reform Act of 1990, also requires additional disclosure in connection
      with
      any trades involving a stock defined as a penny stock. Generally, the Commission
      defines a penny stock as any equity security not traded on an exchange or quoted
      on NASDAQ that has a market price of less than $5.00 per share. The required
      penny stock disclosures include the delivery, prior to any transaction, of
      a
      disclosure schedule explaining the penny stock market and the risks associated
      with it. Such requirements could severely limit the market liquidity of the
      securities and the ability of purchasers to sell their securities in the
      secondary market.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements.




**PART
      1**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**History
      and Organization**





Exobox
      was originally incorporated in the State of Nevada under the name Kilis, Inc.
      on
      December 8, 1999. On  June
      22,
      2005 , Kilis,
      Inc. changed its name to JinPin, Inc. On September 14, 2005, JinPin, Inc.
      changed its name to Exobox Technologies Corp. On September 15, 2005, Exobox
      acquired Exobox Technologies Corp., a Delaware corporation (“Exobox Delaware”)
      in exchange for 3,513,825 shares of Exobox convertible preferred stock
      (2,392,915 shares of Series A convertible preferred stock and 1,120,910 shares
      of Series B convertible preferred stock). On the effective date, all of the
      issued and outstanding shares of common stock of Exobox Delaware were converted
      into the 3,513,825 shares of preferred stock of Exobox with the Exobox Delaware
      shareholders owning 100% of Exobox’s outstanding shares of preferred stock. The
      preferred shares are convertible after a 12 month period into shares of Exobox
      common stock, convertible at a rate of 92% of the outstanding common stock
      as of
      the date of conversion. As a result, Exobox Delaware will be treated as the
      “acquiring” company for financial reporting purposes. The accounting for the
      merger will be identical to that resulting from a reverse acquisition, such
      that
      no goodwill will be recorded.





Exobox
      was established as a network security development and licensing company to
      capitalize upon the serious and growing need in the computer market for a
      reliable, efficient and effective proactive network security system capable
      of
      truly protecting computers from the menace of cyber threats such as Trojans,
      worms, viruses, spy ware and identity theft. Over the last three years, Exobox’s
      technology has developed two revolutionary, proprietary, patent-protected
      software technologies to meet this need in a unique, proactive way, providing
      computers 100% of such protection without affecting workflow or requiring a
      continuously updated database of known viruses. Issuer’s unique, proprietary
      approach to network security presents a paradigm shift from the largely
      ineffective “reactive” network security software currently available from
      others. Exobox’s technology is a true solution, stopping all cyber threats.
      Further, it eliminates the need for CRC checking and viral database drive
      retroactive file scanning, while remaining totally transparent. As an added
      benefit, Exobox’s technology does not require staff retraining or change or
      impede work flow. Issuer intends to develop and market comprehensive product
      lines based on its revolutionary technology to make available complete and
      effective network security for all servers and computers using Exobox
      products.







We
      are a
      cutting edge developer of innovative enterprise and home user endpoint security
      products. With our SUEZTM (Secure User Environment Zone) technology White Paper
      and Software Requirements and Development Documentation completed by OSR Open
      System Resources, Inc., we are uniquely positioned for the development and
      market introduction of what we believe is the most advanced computer security
      system available. Our mission is to become the leading developer of licensed
      digital security technologies for a broad range of security-sensitive networks,
      devices, and other applications. We have developed two revolutionary,
      proprietary, patent-pending software technologies to meet this need in a unique,
      proactive way, providing 100% of such protection without affecting workflow
      or
      requiring a continuously updated database of known viruses. Compared to other
      technologies, ours is truly revolutionary, representing a paradigm shift from
      the largely ineffective “reactive” network security software currently available
      from others. Our SUEZTM technology is a true solution that stops all cyber
      threats while eliminating the need for CRC (Cyclic Redundancy Checking) and
      viral database drive retroactive file scanning. We are currently developing
      comprehensive product lines from our technology to provide complete and
      effective security for all servers and computers using our products.







**Business
      Strategy**




Our
      business model seeks to enhance computer security by promoting software that
      eliminates the threat of viruses, trojans, worms, host system compromises (e.g.,
      rootkits), spyware and the proliferation of identity theft, which is now the
      fastest growing crime in the U.S. We have developed a proprietary system that
      protects computers and networks without interfering with performance, requiring
      periodic database updates or necessitating staff training.




The
      global market for such software is expanding rapidly as more businesses and
      consumers search for a proactive, effective solution to Internet viruses and
      other menaces that threaten to derail both the home user and computer networks.




We
      are
      utilizing an efficient approach to marketing and delivering SUEZTM enterprise and
      home user products without incurring many of the expenses of traditional
      software companies. Our business-to-business licensing model will identify
      key
      providers in certain industries, geographic territories and market segments
      -
      including Internet service providers, banks and financial institutions,
      government agencies, software makers, computer hardware manufacturers, home
      pc
      users, business pc users, educational institutions, and e-commerce companies
      -
      and license the software for use by those institutions.




This
      model eliminates significant expenses for inventory control, distribution,
      end
      user tech support and payroll, thereby making us a lean, efficient company
      focused on quickly bringing to market the most effective products to secure
      the
      Internet.





**Competition**





On
      average anti-virus software currently available from some 20 sources is only
      about 60% effective in catching and/or eliminating viral threats. Today’s Trojan
      scanners produced by 42 companies, the spy ware removal technology currently
      available from 11 companies and the spy ware prevention solutions offered by
      14
      companies fare no better. Exobox technology is 100% effective against viruses
      and also stops Trojan activity and Identity theft. Exobox does not believe
      that
      any other source of technology approaching the capability of Exobox’s
      revolutionary, proprietary technology exists or is in development today.
      Accordingly, the Company does not believe it will have any significant,
      merit-based competition once its technology is ready for sale or license to
      the
      Market and proof of its effectiveness is established in the
      industry.





**Intellectual
      Property**





Exobox
      has filed eight (8) patent applications and three (3) trademark applications
      protecting the intellectual property of Exobox. An
      essential part of Exobox’s product development strategy has been to seek
      comprehensive United States and international intellectual property protection
      for its Technology and all related and derivative products. Exobox intends
      to
      continue protecting its intellectual property by filing patents covering new
      findings that may develop as a result of research and development, process
      improvements and various administration routes, in order to protect and enhance
      the original patents. The Company will continue this effort to bolster and
      extend its intellectual property position, including patent, copyrights, and
      trademarks. Exobox has retained Osha • Liang LLP, an internationally recognized
      intellectual property firm to continue this protection and to prosecute any
      potential additional patents for its Technology  and
      all
      related or derivative products, stemming from the Company’s ongoing research and
      development.





Upon
      advice of our intellectual property counsel, we have intentionally omitted
      any
      details about our proprietary and confidential technology covered by our
      previously filed patent applications which are not yet a matter of public
      record. Further, our intellectual property counsel maintains all records
      associated with the previously filed patent applications. Confidential
      explanations and demonstrations of the Company’s proprietary technology are
      available, upon request, for qualified, prospective investors under the
      Company’s Non-Disclosure Agreement (NDA)





**Government
      Regulation**





The
      Company’s principal products and services are not currently subject to
      government regulation.







***Employees***







We
      presently have six (6) employees. We have used the services of our founders
      and
      directors to date.





**Insurance**





The
      Company provides health insurance for five of its six employees through Humana
      Insurance Company.











**ITEM
      2. DESCRIPTION OF PROPERTY**





During
      2005 we leased approximately 800 square feet of office space in a building
      located at 6303 Beverly Hill, Suite 210, Houston, Texas 77057. The premises
      are leased from an arms-length third party, pursuant to an oral month-to-month
      lease at the rate of $500 per month.. Our telephone number is
      (713) 781-6173, our facsimile number is (713) 781-6175 and our website
      address is www.exobox.com .





During
      2006, we leased office space in a building located at 303 Twin Dolphin Drive,
      6 th Floor,
      Redwood City, California 94065. The premises were leased from a third party,
      pursuant to a lease at the rate of $1,878 per month. The lease has since been
      terminated and currently the company does not maintain an office in California,
      .





We
      own
      all other equipment and furniture currently at the premises, which consists
      of
      certain computers, computer accessories, office furniture, photocopier, and
      miscellaneous equipment.





**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company from time to time is involved in lawsuits and actions by third parties
      arising in the ordinary course of business. With respect to these matters,
      management believes that it has adequate legal defenses that can be asserted.
      The Company is not aware of any additional litigation, claims or assessments
      that were pending that could have a material adverse effect on the Company’s
      business, financial condition and results of operations.




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




There
      were no matters submitted to a vote of
      shareholders in 2005.




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**





**Market
      Information**


Our
      Common Stock is traded on the Pink Sheets under the stock symbol “EXBX.” The
      chart below breaks down the high bid and the low bid prices for each of the
      last
      4 quarters which quotations reflect inter-dealer price, without retail mark-up,
      mark-down or commission, and may not reflect actual transactions. During 2006
      and 2005, the high and low bid and asked prices were as follows:


Quarter
                Ended
            
            High
                Bid
            
            
            Low
                BidJuly 31,
                2006
            
            $
            1.50
            
            
            
            0.15April
                30, 2006
            
            
            18.00
            
            
            
            1.10January 31,
                2006
            
            
            22.00
            
            
            
            1.60October
                31, 2005
            
            
            n/a
            
            
            
            n/a





On
      October 11, 2006 the prices of the Company’s Common Stock were $0.40 high, $0.36
      low and $0.37 close, as quoted on the Pink Sheets.





**Holders**


The
      approximate number of holders of record of our Common Stock, which is our only
      class of common equity, is 400. In addition there are shareholders whose
      holdings are in street name.





**Dividends**


We
      have
      never had net profits on operations and therefore are currently proscribed
      under
      the Nevada General Corporation Law from declaring dividends. We have not paid
      any cash dividends on our Common Stock or our Preferred Stock. Our Board of
      Directors has no present intention of declaring any cash dividends, as we expect
      to re-invest all profits in the business for additional working capital for
      continuity and growth. The declaration and payment of dividends in the future
      will be determined by our Board of Directors considering the conditions then
      existing, including the Company’s earnings, financial condition, capital
      requirements, and other factors.





**ITEM
      6** **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





This
      report on Form 10-KSB contains forward-looking statements within the meaning
      of
      Section 27A of the Securities Act of 1933, as amended, and Section 23E of the
      Securities Act of 1934, as amended. These statements 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
      the Company believes that the expectations reflected in the forward-looking
      statements are reasonable, the Company cannot guarantee future results, levels
      of activity, performance or achievements. Moreover, neither the Company, nor
      any
      other entity, assumes responsibility for the accuracy and completeness of the
      forward-looking statements. The Company is under no obligation to update any
      of
      the forward-looking statements after the filing of this Form 10-KSB to conform
      such statements to actual results or to changes in the Company's
      expectations.





The
      following discussion should be read in conjunction with the Company's condensed
      consolidated financial statements, related notes and the other financial
      information appearing elsewhere in this Form 10-KSB. Readers are also urged
      to
      carefully review and consider the various disclosures made by the Company,
      which
      attempt to advise interested parties of the factors which affect the Company's
      business, including without limitation, the disclosures made under the caption
      "Certain Factors That May Affect Future Performance."








**CRITICAL
      ACCOUNTING POLICIES**





In
      December 2001, the Securities and Exchange Commission requested that all
      registrants discuss their "critical accounting policies" in management's
      discussion and analysis of financial condition and results of operations. The
      SEC indicated that a "critical accounting policy" is one that is both important
      to the portrayal of the company's financial condition and results and that
      requires management's most difficult, subjective or complex judgments. Such
      judgments are often the result of a need to make estimates about the effect
      of
      matters that are inherently uncertain. While Exobox’s significant accounting
      policies are more fully described in Note 1 to its financial statements included
      elsewhere in this prospectus, Exobox currently believes the following accounting
      policies to be critical:





Development
      Stage Company





Exobox is
      considered to be in the development stage as defined in Statement of Financial
      Accounting Standards (SFAS) No. 7, "Accounting and Reporting by Development
      Stage Enterprises." Exobox has devoted substantially all of its efforts to
      business planning, raising capital, research and development, recruiting
      management and technical staff, and acquiring operating assets.





Start-up
      Costs





In
      accordance with the American Institute of Certified Public Accountants Statement
      of Position 98-5, "Reporting on the Costs of Start-up Activities", Exobox
      expenses all costs incurred in connection with its start-up and
      organization.





Research
      and Development





Research
      and development costs are related primarily to Exobox developing early
      prototypes. Research and development costs are expensed as
      incurred.





Income
      Taxes





The
      income tax benefit is computed on the pre-tax loss based on the current tax
      law.
      Deferred income taxes are recognized for the tax consequences in future years
      of
      differences between the tax basis of assets and liabilities


and
      their
      financial reporting amounts at each year-end based on enacted tax laws and
      statutory tax rates. No benefit is reflected for the fiscal year ended July
      31,
      2006.





**RESULTS
      OF OPERATIONS**





NET
      SALES. The Company has no sales since inception.





RESEARCH
      AND DEVELOPMENT EXPENSES. The Company had no research and development expenses
      for the year ended July 31, 2006. The Company has incurred $288,259 in research
      and development expenses since inception but prior to the current fiscal year
      ending July 31, 2006.





GENERAL
      AND ADMINISTRATIVE EXPENSES ("G&A"). The Company's G&A expenses for the
      years ended July 31, 2005 and 2006 increased from $11,939 to $2,178,331. The
      increase was primarily due to $750,000 in share-based compensation to a
      consultant recognized in the second quarter of fiscal 2006, costs incurred
      for
      development of the Company's proprietary software, legal fees for the Company's
      patents and management salaries.





LIQUIDITY
      AND CAPITAL RESOURCES As of July 31, 2006, the Company had a working capital
      of
      $34,266. As of July 31, 2005, the Company's working capital was ($12,574).
      During the period from July 31, 2005 through July 31, 2006, the Company's
      working capital increased by $46,840. This increase in working capital was
      the
      result of an increase in cash of $1,000,000 raised from the Company's October
      2005 private placement and $500,000 raised from a private investor less
      operational costs incurred subsequently.





The
      Company will require additional capital to support the development stage
      activities of the development of its proprietary software. There can be no
      assurance that any required capital will be available on terms acceptable to
      the
      Company, if at all, at such time or times as required by the Company. The
      Company has been funded primarily for the last twelve months by the $1,500,000
      equity raised from its private placement and private investor.





**ITEM
      7. FINANCIAL STATEMENTS AND RELATED FOOTNOTES**








**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


Exobox
      Technologies Corp.


(a
      development stage company)


Houston,
      Texas





We
      have
      audited the accompanying consolidated balance sheet of Exobox Technologies
      Corp.
      as of July 31, 2006 and the related consolidated statements of operations,
      shareholders’ deficit, and cash flows for the two years then ended. These
      financial statements are the responsibility of Exobox’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Exobox, as of July 31, 2006 and
      the
      results of its operations and its cash flows for the two years then ended in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming that Exobox will
      continue as a going concern. As discussed in Note 2 to the financial statements,
      Exobox has suffered recurring losses from operations, has negative cash flow
      from operations, and has an accumulated deficit, which raises substantial doubt
      about its ability to continue as a going concern. Management’s plans regarding
      these matters also are described in Note 2. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





/s/
      Malone & Bailey, PC


Malone
      & Bailey, PC


www.malone-bailey.com


Houston,
      Texas





August
      31, 2006

















EXOBOX
      TECHNOLOGIES CORP.


(FORMERLY
      KNOWN AS EXOBOX TECHNOLOGIES LLC)


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET


July
      31,
      2006








ASSETSCash
              $117,719Property
                  and equipment, net
              18,314Other
                  Assets:Patents
              67,233Intangibles,
                  net
              5,810TOTAL
                  ASSETS
              $209,076LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Accounts
                  Payable
              $83,453STOCKHOLDERS'
                  EQUITYPreferred
                  stock:Series
                  A convertible preferred stock, $0.001 par, 2,500,000 shares authorized,
                  2,392,915 shares issued and outstanding
              2,393Series
                  B convertible preferred stock, $0.001 par, 2,000,000 shares authorized,
                  1,231,080 shares issued and outstanding
              1,231Series
                  C convertible preferred stock, $0.001 par, 20,000 shares authorized,
                  20,000 shares issued and outstanding
              20Common
                  stock, $0.001 par value, 500,000,000 shares authorized, 10,917,500
                  shares
                  issued and outstanding at July 31, 2006
              10,918Additional
                  paid-in capital
              2,621,933Deficit
                  accumulated during the development stage
              (2,510,872)Total
                  stockholders' equity
              125,623TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              $209,076








See
      accompanying notes to the financial statements











EXOBOX
      TECHNOLOGIES CORP.


(FORMERLY
      KNOWN AS EXOBOX TECHNOLOGIES LLC)


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENTS
      OF OPERATIONS


For
      the
      Years Ended July 31, 2006 and 2005,


and
      Inception to July 31, 2006





Year
                  Ended July 31, 2006
              Year
                  Ended July 31, 2005
              Inception
                  To July 31, 2006Research
                  and Development
              -
              -
              $288,259Other
                  General &Administrative
              $
                  269,550
              $11,939
              313,832Depreciation
                  and amortization
              4,972
              -
              4,972Professional
                  fees
              1,039,051
              -
              1,039,051Payroll
                  expenses
              418,608
              -
              418,608Software
                  development expense
              446,150
              -
              446,150Net
                  Loss
              $(2,178,331)
              $(11,939)
              $(2,510,872)Basic
                  and diluted
                Net
                  loss per common share
              $
                  (0.20)
              $
                  (0.00)Weighted
                  average share outstanding
              10,900,742
              5,000,000


See
      accompanying notes to the financial statements











EXOBOX
      TECHNOLOGIES CORP.


(FORMERLY
      KNOWN AS EXOBOX TECHNOLOGIES LLC)


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENTS
      OF CASH FLOWS


For
      the
      Years Ended July 31, 2006 and 2005,


and
      Inception to July 31, 2006







Year
                Ended
            Year
                Ended
            Inception
                ThroughJuly
                30,
            July
                31,
            July
                31,2006
            2005
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                Loss
            $(2,178,331)
            $(11,939)
            $(2,510,872)Adjustments
                to reconcile net loss to net cashused
                in operating activities:Share-based
                compensation
            750,000
            -
            750,000Warrant
                issued for consulting services
            12,495
            -
            12,495Depreciation
                and amortization expense
            4,973
            -
            4,973Changes
                in liabilities:Increase
                in accounts payable
            83,453
            -
            83,453Increase
                in accounts payable to stockholders
            -
            6,543
            7,178NET
                CASH USED IN OPERATING ACTIVITIES
            (1,327,410)
            (5,396)
            (1,652,773)CASH
                FLOW FROM INVESTING ACTIVITIESInvestment
                in patents
            (13,200)
            -
            (67,233)Investment
                in intangible assets
            (7,700)
            -
            (7,700)Investment
                in property and equipment
            (21,397)
            -
            (21,397)NET
                CASH USED IN INVESTING ACTIVITIES
            (42,297)
            -
            (96,330)CASH
                FLOWS FROM FINANCING ACTIVITIESCapital
                contributions
            1,500,000
            -
            1,874,000Advances
                from stockholder
            -
            6,450
            6,450Repayment
                of advances from Stockholders
            (12,628)
            (1,000)
            (13,628)NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            1,487,372
            5,450
            1,866,822NET
                CHANGE IN CASH
            117,665
            54
            117,719Cash
                balance, beginning
            54
            -
            -Cash
                balance, ending
            $
                117,719
            $
                54
            117,719SUPPLEMENTAL
                DISCLOSURESCash
                paid for interest
            $
                120
            $
                -
            $
                120Cash
                paid for income taxes
            $
                -
            $
                -
            $
                -








See
      accompanying notes to the financial statements











EXOBOX
      TECHNOLOGIES CORP.


(FORMERLY
      KNOWN AS EXOBOX TECHNOLOGIES LLC)


(A
      DEVELOPMENT STAGE COMPANY)


STOCKHOLDERS’
      DEFICIT





Members’
                Capital
              *Common
                  Stock*
              *Series
                  A*
                *Preferred
                  Stock*
              *Series
                  B*
                *Preferred
                  Stock*
              *Series
                  C*
                *Preferred
                  Stock*
              
              Accumulated
                  Deficit during
                DevelopmentAmount
              Shares
              Amount
              Shares
              Amount
              Shares
              Amount
              Shares
              Amount
              APIC
              Stage
              TotalOctober
                  21, 2002 (LLC inception)
              -
              -
              $
                  -
              -
              $
                  -
              -
              $
                  -
              -
              $
                  -
              -
              -
              $
                  -Capital
                  Contribution by members 234,000
              
              
              
              
              
              
              
              
              
              
              
              234,000Net
                  Loss
              (167,747)
              
              
              
              
              
              
              
              
              
              
              (167,747)Balances,
                  July 31, 2003
              66,253
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              66,253Capital
                  Contribution by members
              140,000
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              140,000June
                  28, 2004 (corporation inception)
              (206,253)
              10,867,500
              10,868
              2,392,915
              2,393
              1,120,910
              1,121
              -
              -
              359,618
              (167,747)
              -Net
                  Loss
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              (152,855)
              (152,855)Balances,
                  July 31, 2004
              -
              10,867,500
              10,868
              2,392,915
              2,393
              1,120,910
              1,121
              
              
              359,618
              (320,602)
              53,398Net
                  Loss
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              (11,939)
              (11,939)Balances,
                  July 31, 2005
              -
              10,867,500
              10,868
              2,392,915
              2,393
              1,120,910
              1,121
              -
              -
              359,618
              (332,541)
              41,459Issuance
                  of capital stock-Series B- in private placement
                for
                  cash
              
              -
              -
              
              
              110,149
              110
              
              
              999,890
              -
              1,000,000Shares
                  issued for consulting services
              
              50,000
              50
              
              
              
              
              
              
              749,950
              
              750,000Issuance
                  of capital stock - Series C for cashunder
                  Security Purchase Agreement
              
              
              
              
              
              
              
              20,000
              20
              499,980
              
              500,000Warrant
                  issued for consulting services
              
              
              
              
              
              
              
              
              
              12,495
              
              12,495Net
                  loss
              
              
              
              
              
              
              
              
              
              
              (2,178,331)
              (2,178,331)Balance
                  July 31, 2006
              -
              10,917,500
              $10,918
              2,392,915
              2,393
              1,231,059
              1,231
              20,000
              20
              2,621,933
              (2,510,872)
              $125,623








See
      accompanying notes to the financial statements














EXOBOX
      TECHNOLOGIES CORP.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      THE FINANCIAL STATEMENTS





NOTE
      1 -
      SUMMARY OF ACCOUNTING POLICIES





Nature
      of
      business. Exobox Technologies Corp. (formerly known as Exobox Technologies
      LLC)
      was incorporated in Delaware on June 28, 2004 to patent and market proprietary
      internet security technology. Exobox Technologies LLC was incorporated in Texas
      on October 21, 2002 (Inception) and legally dissolved with the formation of
      Exobox Technologies Corp. Kilis, Inc. was originally incorporated in Nevada
      on
      December 8, 1999. On  June
      22,
      2005 , Kilis,
      Inc. changed its name to JinPin, Inc. On September 14, 2005, JinPin, Inc.
      changed its name to Exobox Technologies Corp. On September 15, 2005, Exobox
      (Nevada) acquired Exobox Technologies Corp., a Delaware corporation (Exobox)
      in
      exchange for 3,513,825 shares of Exobox (Nevada) convertible preferred stock
      (2,392,915 shares of Series A convertible preferred stock and 1,120,910 shares
      of Series B convertible preferred stock). On the effective date, all of the
      issued and outstanding shares of common stock of Exobox (Nevada) were converted
      into the 3,513,825 shares of preferred stock of Exobox (Nevada) with the Exobox
      shareholders owning 100% of Exobox’s outstanding shares of preferred stock. The
      preferred shares are convertible after a 12 month period into shares of Exobox
      common stock, convertible at a rate of 92% of the outstanding common stock
      as of
      the date of conversion. As a result, Exobox will be treated as the “acquiring”
company for financial reporting purposes. The accounting for the merger will
      be
      identical to that resulting from a reverse acquisition, such that no goodwill
      will be recorded.





Exobox's
      fiscal year ends July 31.





Use
      of
      Estimates. In preparing financial statements, management makes estimates and
      assumptions that affect the reported amounts of assets and liabilities in the
      balance sheet and expenses in the statement of expenses. Actual results could
      differ from those estimates.





Cash
      and
      Cash Equivalents. For purposes of the statement of cash flows, Exobox considers
      all highly liquid investments purchased with an original maturity of three
      months or less to be cash equivalents.





Impairment
      of Long−lived assets. Exobox periodically reviews the carrying value of
      intangible assets not subject to amortization to determine whether impairment
      may exist. SFAS 142, Goodwill and Other Intangible Assets, requires that certain
      intangible assets be assessed annually for impairment using fair value
      measurement techniques. The impairment test for other intangible assets not
      subject to amortization consists of a comparison of the fair value of
      theintangible asset with its carrying value. If the carrying value of the
      intangible asset exceeds its fair value, an impairment loss is recognized in
      an
      amount equal to that excess. The estimates of fair value of intangible assets
      not subject to amortization are determined using various discounted cash flow
      valuation methodologies. Significant assumptions are inherent in this process,
      including estimates of discount rates. Discount rate assumptions are based
      on an
      assessment of the risk inherent in the respective intangible
      assets.





Revenue
      Recognition. Exobox recognizes revenue when persuasive evidence of an
      arrangement exists, services have been rendered, the sales price is fixed or
      determinable, and collectibility is reasonably assured. For the period from
      Inception to July 31, 2005, Exobox had no revenues.





Income
      Taxes. Income taxes are computed using the asset and liability method. Under
      the
      asset and liability method, deferred income tax assets and liabilities are
      determined based on the differences between the financial reporting and tax
      bases of assets and liabilities and are measured using the currently enacted
      tax
      rates and laws. A valuation allowance is provided for the amount of deferred
      tax
      assets that, based on available evidence, are not expected to be
      realized.





Recent
      Accounting Pronouncements. On
      February 1, 2006, Exobox adopted SFAS No. 123(R), “Share-Based Payment.” SFAS
      123(R) replaced SFAS No. 123 and supersedes APB Opinion No. 25. SFAS 123(R)
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the financial statements based upon their
      fair values. The pro forma disclosures previously permitted under SFAS No.
      123
      are no longer an alternative to financial statement recognition. As of July
      31,
      2006, Exobox had no outstanding employee stock options.


Exobox
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant impact on its results of operations, financial position
      or
      cash flow.





NOTE
      2 -
      GOING CONCERN





From
      Inception to July 31, 2006, Exobox has accumulated losses of $2,510,872. 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 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





Exobox
      has eight technological inventions with patents pending in United States and
      throughout the world. The rights and interest include, among other things,
      (i)
      the patent applications and any changes or amendments thereto, (ii) the
      invention, (iii) the technical information, trade secrets, identities of
      customers, studies, plans, drawings, blueprints and specifications, production
      methods, (iv) the embodiment of any claim described and claimed in any valid
      claim of the patent application, (v) right to file foreign patent applications,
      and (vi) any all patents resulting from current patent applications.





Patents
      are mainly comprised of legal services paid to a shareholder and patent
      application fees. No amortization will be recorded until the patents have been
      granted. Patents totaled $67,233 at July 31, 2006.





NOTE
      4 -
      INCOME TAXES





Exobox
      incurred net losses and, therefore, has no tax liability. The net deferred
      tax
      asset generated by the loss carry-forward has been fully reserved. The
      cumulative net operating loss carry-forward is $496,631 at July 31, 2006, and
      will expire in the years 2023 through 2025.





At
      July
      31, 2006, deferred tax assets consisted of the following:





Deferred
                tax assets
            $
                173,820Valuation
                allowance
            (173,820)Net
                deferred taxes
            $
                0








NOTE
      5 -
      RELATED PARTIES





Accounts
      payable to stockholders represent amounts owed to stockholders primarily for
      reimbursement of general and administrative costs paid on behalf of Exobox.
      Accounts payable to stockholders totaled $0 at July 31, 2006.





Certain
      of Exobox’s stockholders have advanced cash to the company for working capital
      purposes. The advances are payable upon demand and do not accrue interest.
      Advances totaled $0 at July 31, 2006.





Exobox
      paid consulting fees to certain executive officers and stockholders totaling
      $6,000 during the year ended July 31, 2006. There were no such related party
      consulting fees during the year ended July 31, 2005.








NOTE
      6 -
      COMMITMENTS





Beginning
      in September 2004, Exobox leases an office in Houston, Texas from a third party
      pursuant to an oral agreement for $500 per month. The lease is on a
      month-to-month basis. Rent expense totaled $6,000 for the year ended July 31,
      2006.





On
      October 26, 2005, Exobox entered into an agreement to acquire software design
      services from a third party, beginning January 1, 2006. The agreement totals
      $375,000 of which $75,000 was paid as a down payment on the date of the
      agreement. Exobox paid the remaining balance of $300,000 during the year ended
      July 31, 2006.








NOTE
      7 -
      STOCKHOLDERS’ EQUITY





Exobox
      is
      authorized to issue 500,000,000 shares of Series A common stock and undesignated
      common stock, $.001 par value, and 4,520,000 shares of preferred stock, $.001
      par value, of which 2,500,000 shares have been designated Series Aconvertible
      preferred stock, 2,000,000 shares have been designated Series B convertible
      preferred stock and 20,000 shares have been designated Series C convertible
      preferred stock.





Common
      Stock





Holders
      of common stock are entitled to one vote per share on all matters to be voted
      upon by the shareholders and holders of Class A common stock are entitled to
      100
      votes per share. Except as otherwise provided by law, the holders of shares
      of
      common stock vote as one class.





Except
      for the voting rights for Class A common stock, each share of common stock
      shall
      have the same relative powers, preferences and rights as, and shall be identical
      in all respects with, all our other shares of common stock.





Shares
      of
      Class A common stock convert to shares of common stock in certain circumstances,
      including (i) upon sale or other transfer, (ii) at the time the holder of shares
      of Class A common stock ceases to be affiliated with our company, and (iii)
      upon
      the sale of the shares in a registered public offering.





Preferred
      Stock





Exobox
      is
      authorized to issue 4,520,000 shares of preferred stock in one or more
      series.





Series
      A
      Convertible Preferred Stock. Exobox designated 2,500,000 shares as “Series A
      convertible preferred stock." The shares of the Series A preferred stock rank
      prior to the common stock, and prior to any class or series of capital stock
      now
      outstanding or hereafter created. No dividends shall be payable to the holder
      of
      shares of Series A preferred stock, except dividends in liquidation. Each share
      of Series A preferred stock has the number of votes equal to the number
      authorized by the shares of Class A common stock into which such share of Series
      A preferred stock is then convertible. Except as otherwise required by law,
      the
      holders of shares of common stock and Series A preferred stock shall vote
      together and not as separate classes.





Series
      A
      preferred stock is convertible 12 months after issue into common stock. The
      shares of Series A preferred, along with the shares of Series B preferred,
      are
      convertible into 92% of the total outstanding common before the issuance of
      any
      shares of Series C preferred stock. The Series A preferred votes on an as
      converted basis.





Series
      B
      Preferred Stock. Exobox has designated 1,500,000 shares as Series B convertible
      preferred stock. The shares of the Series B preferred stock rank prior to the
      common stock; and prior to any class or series of capital stock now outstanding
      or hereafter created. No dividends shall be payable to the holder of shares
      of
      Series B preferred stock, except dividends in liquidation. Each share of
      outstanding Series B preferred stock has the number of votes equal to the number
      of shares of common stock into which such share of Series B preferred stock
      is
      then convertible. Except as otherwise required by law or by the Articles, the
      holders of shares of common stock and Series B preferred stock shall vote
      together and not as separate classes.





Series
      B
      preferred stock is convertible 12 months after issue into common stock. The
      shares of Series B preferred, along with the shares of Series A preferred,
      are
      convertible into 92% of the total outstanding common before the issuance of
      any
      shares of Series C preferred stock. The Series B preferred votes on an as
      converted basis.





Series
      C
      Preferred Stock. Exobox has designated 20,000 shares as Series C convertible
      preferred stock each in the face amount of $25. No dividends shall be payable
      to
      the holders of shares of Series C preferred stock.





The
      Shares of Series C preferred stock are collectively convertible into five (5%)
      percent of the total number of outstanding shares of all classes of common
      stock
      immediately after conversion of all outstanding shares of Series A, Series
      B,
      and Series C preferred stock.








Private
      Placement





During
      October and November 2005, Exobox issued 50 units comprised of convertible
      preferred stock and warrants to investors in a private placement totaling
      $1,000,000. As of October 31, 2005 cash proceeds totaled $980,000. Each unit
      was
      issued for $20,000 and was comprised of 2,202.985824 shares of Series B
      convertible preferred stock and one redeemable common stock purchase
      warrant.





Each
      preferred share is convertible at any time into 90.785877 shares of common
      stock. Each warrant may be exercised to purchase 90,000 shares of common stock
      at an exercise price of $0.20 per share. The warrants are detachable and
      exercisable at any time on or after October 31, 2006 through October 31, 2010.
      During November 2005, the final unit was issued for $20,000.





Securities
      Purchase Agreement





On
      September 20, 2005, Exobox entered into a securities purchase agreement with
      a
      third party to issue 20,000 shares of Series C preferred stock at the $25 face
      amount. The preferred shares will be issued in conjunction with the achievement
      of certain milestones reached in the development of the proprietary security
      software and with the passage of time after those milestones have been
      achieved.





The
      first
      milestone will be reached 20 days after OSR Open Systems Resources, Inc., a
      third party vendor, commences on a draft of Exobox's Software Requirements
      Document which will be Exobox's software development plan for our first
      generation of products. On that day, Exobox will issue 4,000 Series C preferred
      shares in exchange for $100,000.





The
      second milestone will be the later of: (i) 45 days after the first milestone
      was
      achieved, or (ii) completion and delivery to Exobox by OSR of the SRD. On that
      day, Exobox will issue 4,000 Series C preferred shares in exchange for
      $100,000.





45
      days
      after the second milestone has been achieved, Exobox will issue 6,000 Series
      C
      preferred shares in exchange for $150,000.





45
      days
      after the third milestone has been achieved, Exobox will issue 6,000 Series
      C
      preferred shares in exchange for $150,000.





Stock
      Option, Stock Warrant and Stock Award Plan





On
      September 15, 2005, Exobox adopted a stock option, stock warrant and stock
      award
      plan for officers, directors, consultants and key employees of Exobox. Exobox
      will reserve 1,630,125 shares of common stock, warrants, options, preferred
      stock or any combination thereof for the plan.





NOTE
      8 -
      SUBSEQUENT EVENT - Convertible Promissory Note





On
      September 14, 2006, Exobox received $100,000 cash from a Preferred Shareholder
      in exchange for a 10% Convertible Promissory Note for $100,000 due on January
      1,
      2007. In the event all principal and interest is not repaid in full on or before
      the maturity date, the holder has an option at the earlier of the maturity
      date
      or the date of payment of the default amount to convert the note into 4,000
      shares of Series C Convertible Preferred Stock. This convertible promissory
      note
      will be subject to derivative analysis during Quarter 1 of fiscal year 2007.





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None


**ITEM
      8A. 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, in connection with the review of our
      quarterly financial statements, our independent auditor identified weaknesses
      in
      our disclosure controls related to valuing and accounting for share based
      payments. 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
      fiscal year covered by this report that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting





**ITEM
      8B OTHER INFORMATION**


There
      is
      no information required to be disclosed in a report Form 8-K during the fourth
      quarter of the year covered by this Form 10-KSB, but not reported on a Form
      8-K.




**PART
      III**





**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**





Directors
      and Executive Officers. The position(s) held by each of our executive officers
      and Directors as of July 31, 2006 are shown in the following table. Biographical
      information for each is set forth following the table. Each Director serves
      until a successor is elected and has qualified. Currently, our Directors are
      not
      compensated for their services, although their expenses in attending meetings
      are reimbursed.





Name
            Age
            PositionRobert
                B. Dillon
            57
            President,
                Chief Executive Officer and Chairman of the BoardScott
                Copeland
            40
            Vice
                President of Operations and DirectorReginald
                Goodman
            33
            Manager
                of Information SystemsMichael
                Wittenburg
            57
            Vice
                President of Marketing, Secretary, Treasurer and
                DirectorMarc
                Pernia
            38
            Chief
                Product Development Administrator and DirectorMichael
                G. Wirtz
            46
            Vice
                President-Chief Financial OfficerRichard
                A. Evans, M.D.
            62
            Director




**Robert
      B. Dillon** ,
      a 1971
      graduate of the University of Texas and a 1974 graduate of the University of
      Texas School of Law, is a practicing attorney and seasoned executive with thirty
      (30) years of litigation and transactional experience.





**Scott
      Copeland** ,
      a
      co-founder of Exobox and co-inventor of its technology, is an expert programmer
      with world-wide experience in internet security gained during his employment
      with Compaq, Gateway, Matrix and Axis Host.




**Reginald
      Goodman** is a
      founding member of Exobox and co-inventor of the Company’s SOS technology and
      S.U.E.Z technology. Mr. Goodman is an experienced programmer, especially
      knowledgeable in the tools and techniques of computer hacking. Mr. Goodman
      has
      been instrumental in identifying the security problems and developing the
      solutions to the problems addressed by the SOS technology. Mr. Goodman achieved
      his A+ certification at TechSkills in Houston, Texas in 2002 and has programmed
      and designed 5 websites over the last 4 years, including Exoboxtech.com. He
      has
      helped develop and implement the prototype version of the SOS technology and
      successfully demonstrate its operation to the U.S. Department of Commerce and
      the National Institute of Standards & Technology. Mr. Goodman runs a test
      bed version of the SOS technology for the company which over the past year
      has
      yet to be compromised by malicious code.





**Michael
      Wittenburg** earned a
      B.A. from the Warburg College and management training at the University of
      Iowa
      and Harvard University. He is an experienced and successful marketing and
      management professional with over 20 years of responsibility for marketing
      products internationally for such companies as Dornier Medical, a subsidiary
      of
      Daimler Benz A.G., Stuttgart, Germany; Edap Technomed Inc., Lyon France and
      PET
      (Positron Emission Tomography) Scans of America.





**Marc
      Pernia** is a
      Senior Unix Systems Administrator with an A.S. degree in Computer Science from
      Foothill College in 1994 and Computer Science studies at Stanford University,
      has extensive computer systems program development and administrative experience
      in the industry over the last 10 years for such Silicon Valley entities as
      Electronic Arts, Mind Source, the SETI Institute and the NASA Ames Research
      Center, as well as considerable experience in the configuration and maintenance
      of such software applications as Veritas, Weblogic, Netscape, iPlanet, Marimba,
      LDAP and *SQL, Tomcat, Apache and WebX.





**Michael
      G. Wirtz** is
      a 1984
      MBA graduate of Texas Tech University who also earned a B.S. degree in
      Accounting from the University of Mary. He is a financial professional with
      experience as a corporate comptroller for a group of marine companies and
      previously managed another public corporation.





**Richard
      A. Evans, M.D.** received
      his Bachelor of Arts degree from Rice University in Houston, and his Doctor
      of
      Medicine and Master of Science (physiology and immunology) degrees from Tulane
      University School of Medicine in New Orleans. He pursued specialty training
      in
      general surgery at the University of California, School of Medicine, San
      Francisco and at Stanford University School of Medicine in Palo Alto. Dr. Evans
      completed his general surgery training at St. Joseph Hospital in Houston. This
      included training at the University of Texas M. D. Anderson Cancer Center and
      a
      one year fellowship in surgical oncology working under world renowned cancer
      specialist, Dr. John S. Stehlin, Jr. Dr. Evans maintains a private practice
      in
      oncology and alternative medicine in Houston, Texas. He founded the Texas Cancer
      Center, a 501(c)(3) nonprofit organization in 1998.





**AUDIT
      COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT**





The
      Company’s Audit Committee is comprised of Mr. Dillon (Chairman of the Audit
      Committee) and Mr. Wittenburg. The Company does not have an “Audit Committee
      Financial Expert” as a member of its audit committee. The Company does not have
      available any person with the requisite background and experience, nor has
      the
      Company been able to attract anyone to its Board with the requisite
      background.





**Compliance
      with Section 16(A) of The Exchange Act**





All
      of
      our officers, directors and beneficial owners were in compliance with
      Section 16(A) during fiscal year 2006.





**ITEM
      10. EXECUTIVE COMPENSATION**





**Compensation
      of Directors**





Currently,
      our directors are not compensated for their services as directors, although
      their expenses in attending meetings are reimbursed. During 2005 and 2006 there
      was one formal meeting of the Board of Directors. All current directors attended
      this meeting. During the fiscal year there were numerous management meetings
      with various configurations of Board Members present.





**Compensation
      of Management**





The
      following table sets forth the compensation paid to our Chief Executive Officer
      or such other officer who fulfilled the duties of the Chief Executive Officer
      for the periods indicated. Except for the individuals named, no executive
      officers had a total annual salary and bonus of $100,000 or more.








Until
      October of 2005, there has been no compensation awarded to, earned by or paid
      to
      any executive officer. Since October 12, 2005, the Company has had six (6)
      employees. The Company has a compensatory plan in effect for stock options.




**SUMMARY
      COMPENSATION TABLE**




**Securities****Name**
              **Principal
                Position**
            **Year**
            **Salary**
            **Bonus**
            **Other
                Annual
                Compensation**
            **Underlying
                Options**
            **All
                Other
                Compensation**Robert B.
                Dillon
            Qtr ended  
                7/31/06
            $20,250
            -
            -
            -
            -Chairman, CEO,
                Pres.
                & Director
            Year ended
                7/31/06
            $62,250
            $10,000
            -
            -
            -Year ended
                7/31/05
            -
            -
            -
            -
            -Scott
                Copeland
            Qtr ended
                10/31/05
            $19,857
            -
            -
            -
            -Vice
                President-Operations & Director
            Year ended
                7/31/06
            $61,857
            $10,000
            -
            -
            -Year ended
                7/31/05
            -
            -
            -
            -
            -Michael C.
                Wittenburg
            Qtr ended
                10/31/05
            $20,250
            -
            -
            -
            -Vice
                President-Marketing & Director
            Year ended
                7/31/06
            $62,250
            $10,000
            -
            -
            -Year ended
                7/31/05
            -
            -
            -
            -
            -Marcos
                Pernia
            Qtr ended
                10/31/05
            $26,923
            $10,000
            -
            -
            -Admin. &
                Director
            Year ended
                7/31/05
            -
            -
            -
            -
            -Michael G.
                Wirtz
            Qtr ended
                10/31/05
            $12,750
            -
            -
            -
            -Vice Pres. &
                CFO
            Year ended
                7/31/06
            $37,250
            $10,000
            -
            -
            -Year ended
                7/31/05
            -
            -
            -
            -
            -








The
      Company did not grant compensation in the form of stock options to the chief
      executive officer or the other executive officers listed within the Summary
      Compensation Table during fiscal year ended July 31, 2006. The Company has
      no
      outstanding exercised or unexercised stock options granted for compensation
      to
      any executive officer and as such has no aggregated option exercises in the
      last
      fiscal year or fiscal year end stock option value to report related to
      compensation. The Company did not provide compensation awards under any
      long-term incentive plan in fiscal year ended July 31, 2006.





**Director
      Compensation**





Directors
      do not receive any compensation for serving as directors. All directors are
      reimbursed for ordinary and necessary expenses incurred in attending any meeting
      of the board of directors or any board committee or otherwise incurred in their
      capacities as directors.








**CODE
      OF ETHICS**





The
      Company has not adopted a Code of Ethics as defined in Item 406 of
      Regulation S-B. We have not adopted such a Code for the following
      reasons:


1.
            
            The
                management of the Company is limited to six
                (6) persons;2.
            
            All
                of the management team have now been associated with the Company
                for
                several years and have become familiar with the requirements applicable
                to
                them;3.
            
            The
                management of the Company is so small and in such regular communication
                that the conduct of any one member of management is apparent to all;
                and4.
            
            The
                Company has centralized the collection and disclosure of material
                information and the control of public communications to persons familiar
                with the applicable requirements and having direct professional access
                in
                the event of perceived problems.








**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth, as of July 31, 2006, information regarding the
      beneficial ownership of shares of Common Stock by each person known by the
      Company to own five percent or more of the outstanding shares of Common Stock,
      by each of the Officers, by each of the Directors, and by the Officers and
      Directors as a group. At the close of business on October 15, 2006, there
      were 10,917,500 shares issued and outstanding of record, as well as 351,382,500
      shares issuable in the event of the conversion of the Class A, B and C Preferred
      Stock and Warrants outstanding. The Company has 10,917,500 shares of common
      stock issued and outstanding as of the date hereof. The following table sets
      forth, as of such date, information with respect to shares beneficially owned
      by:





§
            each
                person who is known by the Company to be the beneficial owner of
                more than
                5% of the Company’s outstanding shares of common stock;§
            each
                of its directors;§
            each
                of its named executive officers; and§
            all
                of its directors and executive officers as a group.





Beneficial
      ownership has been determined in accordance with Rule 13d-3 of the Exchange
      Act.
      Under this rule, shares may be deemed to be beneficially owned by more than
      one
      person (if, for example, persons share the power to vote or the power to dispose
      of the shares). In addition, shares are deemed to be beneficially owned by
      a
      person if the person has the right to acquire shares (for example, upon exercise
      of an option) within 60 days of the date of this table. In computing the
      percentage ownership of any person, the amount of shares includes the amount
      of
      shares beneficially owned by the person by reason of these acquisition rights.
      As a result, the percentage of outstanding shares of any person does not
      necessarily reflect the person’s actual voting power.





To
      the
      Company’s knowledge, except as indicated in the footnotes to this table and
      pursuant to applicable community property laws, the persons named in the table
      have sole voting and investment power with respect to all shares of common
      stock
      shown as beneficially owned by them.





**Name
                and Address****of Record Owner**
            **Number
                and Class****of Stock Owned**
            **%
                of Common(2)**Scott
                R. Copeland
            887,131
                Series A Pref.(1)
            22.23%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057Reginald
                Goodman
            851,992
                Series A Pref.(5)
            21.35%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057Sherman
                Pernia
            232,120
                Series A Pref.(5)
            5.82%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057Marc
                Pernia
            253,034
                Series B Pref.(3)(5)
            6.34%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057Michael
                C. Wittenburg
            210,836
                Series A Pref.
            5.28%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057First
                Brampton Corporation(4)
            210,836
                Series A Pref.
            5.28%6303
                Beverly Hill, Suite 210Houston,
                Texas 77057Michael
                G. Wirtz
            24,319
                Series B Pref
            0.61%6303
                Beverly Hill, suite 210Houston,
                Texas 77057Richard
                A. Evans
            84,187
                Series B Pref.
            2.11%1709
                HaverHouston,
                Texas 77006Directors
                & Officers
            228,992,395
                Common
            63.21%


as
      a
      Group as converted to Common


(1)
            Series
                A Preferred is convertible 12 months after issue into Class A Common.
                The
                shares of Series A Preferred, along with the shares of Series B Preferred,
                are convertible into 97% of the total outstanding common before the
                issuance of any shares of Series C Preferred and before the issuance
                of
                any additional Series B Preferred. The Series A Preferred votes on
                an as
                converted basis. The Class A Common is entitled to 100 votes per
                share.


(2)
            Based
                upon 2,392,915 Series A Preferred, 1,231,060 Series B Preferred
                outstanding and 362,300,000 common shares and assuming a 90.785877
                conversion ratio which could change.


(3)
            Series
                B Preferred is convertible 12 months after issue into Common that,
                along
                with the Class A Common, equals 97% of the total outstanding common
                stock
                before the issuance of any shares of Series C Preferred and before
                the
                issuance of any additional Series A or Series B Preferred. The Series
                B
                Preferred votes on an as converted
                basis.


(4)
            Robert
                B. Dillon has dispositive authority over the securities owned by
                First
                Brampton Corp. and disclaims any beneficial interest. First Brampton
                Corp.
                is 100% owned by Robert B. Dillon 2005 Trust. Its Delaware Agent
                for
                Service is IncPlan (USA), Trolley Square, Suite 26C, Wilmington,
                DE 19806,
                (302) 428-1200.


(5)
            Since
                Mr. Goodman and Dr. Sherman Pernia are no longer members of the Board
                of
                Directors, they lose their special voting rights pertaining to the
                Series
                A Preferred, even though their shares are still Series A preferred.
                Their
                common stock, after conversion will vote as regular Common Stock.
                Marc
                Pernia’s Series B Preferred shares do not change to Series A Preferred
                shares even though he is a director, since he was not an original
                director.





**ITEM
      12** **.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Robert
      B.
      Dillon has dispositive authority over the securities owned by First Brampton
      Corp. and disclaims any beneficial interest. First Brampton Corp. is 100% owned
      by Robert B. Dillon 2005 Trust. Its Delaware Agent for Service is IncPlan (USA),
      Trolley Square, Suite 26C, Wilmington, DE 19806, (302) 428-1200.





Dr.
      Sherman Pernia and Marc Pernia are father and son.





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**





Exhibit
      Index





No.  Description
      of Exhibit





31.1
            RULE
                13a-14(a)/15d-14(a) CERTIFICATION, ADOPTED PURSUANT TO SECTION 302
                OF THE
                SARBANES-OXLEY ACT OF 2002





31.2
            RULE
                13a-14(a)/15d-14(a) CERTIFICATION, ADOPTED PURSUANT TO SECTION 302
                OF THE
                SARBANES-OXLEY ACT OF 2002





32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of
                2002





32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of
                2002





**Reports
      on Form 8-K**





There
      were 5 reports on Form 8-K filed in the period from August 1, 2005 through
      July
      31, 2006:


Date
            Items
            DescriptionAugust
                29, 2006
            3.02
            Unregistered
                Sale of SecuritiesJune
                9, 2006
            3.02
            Unregistered
                Sale of SecuritiesMay
                19, 2006
            3.02
            Unregistered
                Sale of SecuritiesMarch
                10, 2006
            8.01
            Threatened
                Litigation ReleasedMarch
                6, 2006
            5.02
            Appointment
                of DirectorMarch
                3, 2006
            8.01
            Threatened
                Litigation





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





During
      2005 and 2006 the Company’s principal accountants have been and remain Malone
& Bailey, PC. They have been the company’s principal accountant since the
      Company’s triangular merger in September, 2005.





**AUDIT
      FEES**





The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the Company’s principal accountants for the audit of the
      Company’s annual financial statements and review of financial statements
      included in the Company’s 10-QSB filings were: 2006 — $31,999 and 2005
      $10,822.





**TAX
      FEES**





The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the Company’s principal accountants for tax related items
      were: 2006 — $0 and 2004 - $0. No services have been provided to date under this
      caption. The Company will retain its principal accountants to prepare its annual
      tax return for the year ending July 31, 2006.





**ALL
      OTHER FEES**





No
      other
      fees were billed in either 2006 or 2005 by the Company’s principal
      accountants.













**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.**


/s/ Robert
              B.
              Dillon
            
            
            /s/
              Michael G.
              WirtzName
Robert
              B. DillonTitle Chief Executive OfficerMore Title (Principal
              Executive Officer)
            
            
            Name
                Michael G. Wirtz
              Title
                Chief Financial Officer
              More
                Title (Principal Financial andAccounting
                Officer)





Dated:
      November 2, 2006