SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


____________________________________________________





FORM
10-Q





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


For the
quarterly period ended October 31, 2009





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


For the
transition period from ______ to ______




Commission
File Number 0-02555







Exobox
Technologies Corp.


(Name
of Small Business Issuer in its charter)





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





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


Common
Stock


(Title of
class)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirement for the
past 90 days. Yes þ
No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files)þYes   o
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No
þ





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




EXOBOX
TECHNOLOGIES CORP.


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




INDEX




PART
        I.  FINANCIAL INFORMATION
            Page
      No.Item
      1. Financial StatementsBalance
      Sheets as of October 31, 2009  and July 31, 2009(Unaudited).
            F-1Statements
      of
      Operations for the three months ended October 31,
      2009 and2008
      and for the period fromOctober
      21, 2002 (Inception) toOctober
      31,
      2009  (Unaudited).
            F-2Statements
      of Cash Flows for the threemonths
      endedOctober
      31, 2009 and 2008and
      for the period from October 21, 2002 (Inception) toOctober
      31,
      2009  (Unaudited).
            F-3Notes
      to the Financial Statements (Unaudited)
            F-4Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
            3Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk
            6Item
      4. Controls and Procedures
            6PART
      II. OTHER INFORMATIONItem
      1. Legal Proceedings
            6Item
      2. Recent Sales of Unregistered Securities
            7Item
      3. Defaults Upon Senior Securities
            8Item
      4. Submission of Matters to a Vote of Security
      Holders
            8Item
      5. Other Information
            8Item
      6. Exhibits
            8Signatures
            9













EXOBOX
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


(Unaudited)





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





See
accompanying notes to the financial statements




F-1


EXOBOX
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


For the
Quarters Ended October 31, 2009 and 2008,


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


(Unaudited)





Quarter
      Ended October 31, 2009
                                        
                                        
                                        Quarter
      Ended October 31, 2008
                                        
                                        
                                        Period
      from October 21, 2002 (Inception) To October 31,
      2009Revenues
                                        
                                        $
                                        3,900
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        3,900Cost
      of Revenue
                                        
                                        
                                        9,057
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        23,714Gross
      Loss
                                        
                                        
                                        5,157
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        19,814Operating
      Expenses:General
      & administrative
                                        
                                        
                                        1,153,356
                                        
                                        
                                        
                                        158,746
                                        
                                        
                                        
                                        5,831,533Depreciation
      and amortization
                                        
                                        
                                        28,779
                                        
                                        
                                        
                                        20,785
                                        
                                        
                                        
                                        157,115Professional
      fees
                                        
                                        
                                        135,069
                                        
                                        
                                        
                                        403,497
                                        
                                        
                                        
                                        4,347,407Payroll
      expenses
                                        
                                        
                                        273,295
                                        
                                        
                                        
                                        311,470
                                        
                                        
                                        
                                        6,153,442Software
      Development Expense
                                        
                                        
                                        
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        902,824Loss
      on disposal of assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        9,855Loss
      on impairment of assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        50,591Research
      and development
                                        
                                        
                                        21,094
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        309,353Total
      Operating Expenses
                                        
                                        
                                        1,611,593
                                        
                                        
                                        
                                        894,498
                                        
                                        
                                        
                                        17,762,120Loss
      from Operations
                                        
                                        
                                        1,611,593
                                        
                                        
                                        
                                        894,498
                                        
                                        
                                        
                                        17,781,934Other
      Income (Expenses):Gain
      on derivatives
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100,000Gain
      on sale of patent
                                        
                                        
                                        95,000
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        95,000Gain
      on extinguishment of Accounts Payable
                                        
                                        
                                        
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        84,065Gain
      on extinguishment of note
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,137Interest
      income
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,323
                                        
                                        
                                        
                                        3,578Interest
      expense
                                        
                                        
                                        (835
                                        )
                                        
                                        
                                        (625)
                                        
                                        
                                        
                                        (218,453)Total
      Other Income
                                        
                                        
                                        94,165
                                        
                                        
                                        
                                        698
                                        
                                        
                                        
                                        71,327Loss
      Before Income Taxes
                                        
                                        
                                        1,522,585
                                        
                                        
                                        
                                        893,800
                                        
                                        
                                        
                                        17,710,607Provision
      for Income Taxes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      Loss
                                        
                                        $
                                        (1,522,585
                                        )
                                        
                                        $
                                        (893,800
                                        )
                                        
                                        $
                                        (17,710,607)Basic
      and dilutedNet
      loss per common share-basic and diluted
                                        
                                        $
                                        (0.003
                                        )
                                        
                                        $
                                        (0.00
                                        )Weighted
      average shares outstanding-basic and diluted
                                        
                                        
                                        463,996,587
                                        
                                        
                                        
                                        398,844,984










See
accompanying notes to the financial statements





F-2


EXOBOX
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


For the
Quarters Ended October 31, 2009 and 2008,


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


(Unaudited)





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


See accompanying notes to the financial
statements


F-3


EXOBOX
TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE FINANCIAL STATEMENTS


(Unaudited)





NOTE 1 –
NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES





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





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





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





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





NOTE 2 -
GOING CONCERN





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





F-4


NOTE 3 –
PATENTS




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





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





NOTE 4 –
DEBT




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





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





NOTE 5 –
STOCKHOLDERS’ EQUITY





Treasury
Stock




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




Stock
Issued for Services





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




F-5


Stock
Issued for Cash





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





Stock
Issued for Warrants Exercised





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





Stock Option, Stock Warrant and Stock Award
Plan





OPTIONS





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





The
following assumptions were applied to value the options:




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




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








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


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





F-6


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




Number
      of Common Stock Equivalents
                
                
                Expiration
      Date
                
                Remaining
      Contracted Life (Years)
                
                
                Exercise
      Price50,000
                
                
                10/14/2011
                
                
                2.00
                
                
                
                0.2525,000
                
                
                11/14/2011
                
                
                2.08
                
                
                
                0.2550,000
                
                
                12/7/2011
                
                
                2.17
                
                
                
                0.2575,000
                
                
                12/16/2011
                
                
                2.17
                
                
                
                0.2550,000
                
                
                10/14/2012
                
                
                3.00
                
                
                
                0.2525,000
                
                
                11/14/2012
                
                
                3.08
                
                
                
                0.2550,000
                
                
                10/14/2013
                
                
                4.00
                
                
                
                0.2525,000
                
                
                11/14/2013
                
                
                4.08
                
                
                
                0.2550,000
                
                
                10/14/2014
                
                
                5.00
                
                
                
                0.2525,000
                
                
                11/14/2014
                
                
                5.08
                
                
                
                0.2525,000
                
                
                4/1/2012
                
                
                2.42
                
                
                
                0.2550,000
                
                
                4/28/2012
                
                
                2.50
                
                
                
                0.2525,000
                
                
                5/28/2012
                
                
                2.58
                
                
                
                0.2525,000
                
                
                6/17/2012
                
                
                2.67
                
                
                
                0.2525,000
                
                
                6/28/2012
                
                
                2.67
                
                
                
                0.2525,000
                
                
                7/28/2012
                
                
                2.75
                
                
                
                0.2525,000
                
                
                8/28/2012
                
                
                2.83
                
                
                
                0.2525,000
                
                
                9/28/2012
                
                
                2.92
                
                
                
                0.2525,000
                
                
                10/28/2012
                
                
                3.00
                
                
                
                0.2525,000
                
                
                4/1/2013
                
                
                3.42
                
                
                
                0.2525,000
                
                
                4/1/2014
                
                
                4.42
                
                
                
                0.2525,000
                
                
                4/1/2015
                
                
                5.42
                
                
                
                0.252,500,000
                
                
                1/1/2014
                
                
                4.17
                
                
                
                0.151,500,000
                
                
                1/1/2014
                
                
                4.17
                
                
                
                0.251,500,000
                
                
                1/1/2014
                
                
                4.17
                
                
                
                0.401,000,000
                
                
                1/1/2014
                
                
                4.17
                
                
                
                0.151,000,000
                
                
                1/1/2014
                
                
                4.17
                
                
                
                0.252,500,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.152,000,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.251,500,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.402,500,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.152,000,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.251,500,000
                
                
                5/18/2011
                
                
                1.58
                
                
                
                0.4020,250,000
                
                
                
                
                
                3.00
                
                
                
                0.28






F-7


WARRANTS




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




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




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




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




Number
      of Common Stock Equivalents
                            
                            Expiration
      Date
                            
                            Remaining
      Contracted Life (Years)
                            
                            Exercise
      Price2,902,500
                            
                            10/31/2010
                            
                            1.00
                            
                            $
                            0.2050,000
                            
                            7/31/2011
                            
                            1.75
                            
                            $
                            0.255,400,000
                            
                            12/31/2011
                            
                            2.17
                            
                            $
                            1.001,600,000
                            
                            4/30/2012
                            
                            2.50
                            
                            $
                            0.03825,000
                            
                            6/1/2012
                            
                            2.58
                            
                            $
                            0.032,075,000
                            
                            6/4/2012
                            
                            2.58
                            
                            $
                            0.0383,333
                            
                            6/12/2012
                            
                            2.58
                            
                            $
                            0.031,408,451
                            
                            6/29/2012
                            
                            2.66
                            
                            $
                            0.031,500,000
                            
                            9/24/2012
                            
                            2.92
                            
                            $
                            0.30







NOTE 6 –
SUBSEQUENT EVENTS




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




Oil
& Gas Properties





On
October 22, 2009, Exobox Technologies Corp. purchased 17 oil & gas wells
located in Ohio that produce from the Clinton and Marcellus Shale formations
(the “Assets”) from a private oil & gas company.  Although this
transaction closed on October 22, 2009, Exobox Technologies will be accounting
for it on November 1, 2009.  The Assets acquired were purchased for $5.9
million, which includes:




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




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




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





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





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





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





F-8


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





Exobox
      Historical
                                  
                                  
                                  October
      31, 2009 Purchase price allocation
                                  
                                  
                                  Pro
      FormaCurrent
      Assets:Cash
                                  
                                  
                                  28,575
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  28,575Accounts
      Receivable
                                  
                                  
                                  2,706
                                  
                                  
                                  
                                  3,883
                                  
                                  
                                  
                                  6,589Other
      Current Assets
                                  
                                  
                                  11,194
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  11,194Total
      Current Assets
                                  
                                  
                                  42,475
                                  
                                  
                                  
                                  3,883
                                  
                                  
                                  
                                  46,358Oil
      and gas properties:Proved
      Properties, net
                                  
                                  
                                  -
                                  
                                  
                                  
                                  5,957,127
                                  
                                  
                                  
                                  5,957,127Furniture,
      fixtures and equipment, net
                                  
                                  
                                  365,709
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  365,709Other
      Assets:Patents,
      net
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Intangibles,
      net
                                  
                                  
                                  6,568
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,568TOTAL
      ASSETS
                                  
                                  
                                  414,752
                                  
                                  
                                  
                                  5,961,010
                                  
                                  
                                  
                                  6,375,762LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      Payable
                                  
                                  
                                  572,491
                                  
                                  
                                  
                                  204,059
                                  
                                  
                                  
                                  776,550Accounts
      Payable-Stockholders
                                  
                                  
                                  2,576
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,576Advances
      from Stockholders
                                  
                                  
                                  883,343
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  883,343Note
      Payable
                                  
                                  
                                  30,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  30,000Accrued
      Liabilities
                                  
                                  
                                  467,492
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  467,492Deferred
      Income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
      Current Liabilities
                                  
                                  
                                  1,955,902
                                  
                                  
                                  
                                  204,059
                                  
                                  
                                  
                                  2,159,961Long
      Term Liabilities:Long
      Term Note (5 yr, 7.5% interest, Convertible at $0.21 per
      share)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,500,000
                                  
                                  
                                  
                                  1,500,000Asset
      Retirement Obligation
                                  
                                  
                                  
                                  
                                  
                                  
                                  273,075
                                  
                                  
                                  
                                  273,075Discount
      on Convertible Note
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,285,714
                                  
                                  
                                  
                                  (1,285,714
                                  )Long
      Term Debt
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,800,000
                                  
                                  
                                  
                                  2,800,000Total
      Long Term Liabilities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,287,361
                                  
                                  
                                  
                                  3,287,361,3TOTAL
      LIABILITIES
                                  
                                  
                                  1,955,902
                                  
                                  
                                  
                                  3,491,420
                                  
                                  
                                  
                                  5,447,322STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock:Series
      A convertible preferred stock, $0.001 par, 2,500,000 shares authorized,
      1,378 and 6,378 shares issued and outstanding as of October 31, 2009
      and  July 31, 2009, respectively
                                  
                                  
                                  1
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1Series
      E convertible preferred stock, $0.001 par, 1,163,000 shares authorized,
      1,163,000 and 0 shares issued and outstanding as of October 31, 2009 and
      July 31, 2009, respectively
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock, $0.001 par value, 500,000,000 shares authorized, 371,137,803 and
      460,664,395 shares issued and outstanding at October 31, 2009 and July 31
      2009, respectively
                                  
                                  
                                  371,250
                                  
                                  
                                  
                                  27,357
                                  
                                  
                                  
                                  398,607Additional
      paid-in capital
                                  
                                  
                                  15,798,206
                                  
                                  
                                  
                                  2,445,285
                                  
                                  
                                  
                                  18,243,491Deficit
      accumulated during development stage
                                  
                                  
                                  (17,710,607
                                  )
                                  
                                  
                                  (3,052
                                  )
                                  
                                  
                                  (17,713,659
                                  )Total
      stockholders' equity (deficit)
                                  
                                  
                                  (1,541,150
                                  )
                                  
                                  
                                  2,469,590
                                  
                                  
                                  
                                  928,440TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                  
                                  
                                  414,752
                                  
                                  
                                  
                                  5,961,010
                                  
                                  
                                  
                                  6,375,762





F-9





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




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





Employment
and Consulting Agreements




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




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




Shareholders
Return of their Common Stock




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




Lease
Agreement





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





Stock
Issued





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





Promissory
Note





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





F-10


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





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





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





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





-3-


Overview





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





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





Recently,
we have achieved several key milestones:





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





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





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





·
            The
      Company is focused on marketing to its clients its current products,
      ExoDetectTM and ExoWatchTM and developing its other proprietary
      technology.




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





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




-4-


Results of Operations





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





Net Sales. Sales during the
quarter ended October 31, 2009, were $3,900 compared to $0 for the quarter ended
October 31, 2008.   These are the first sales for the company as
the company brought its first product, ExoDetectTM to market earlier this
year.





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





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





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





Net Loss.  Net loss for
the three months ended October 31, 2009 and 2008 was $1,522,585 and $893,800,
respectively. The increased loss


was
primarily due to the ramp up in our operations related to the  release
of our first product, ExoDetectTM.





Liquidity
and Capital Resources





As of
October 31, 2009, we had a working capital deficit of $1,913,427.  Our
current liquidity position does not allow us to meet our nominal working capital
need which has required us to leverage off our vendors and seek loans from
certain shareholders. Historically, our working capital resulted from best
efforts equity financing and shareholder loans. During the three months ended
October 31, 2009, we borrowed $30,000 from certain shareholders on a short
term basis .  To date, we have repaid $501,430 of this indebtedness,
although it should be expected that we will borrow additional amounts in the
future.   It is likely we will have to issue additional shares of
our common stock in the future in an attempt to conserve cash. We will need to
obtain working capital of at least $2,000,000 to fund our minimum operating
expenses for the twelve months.  In order to fund our full product
development, including marketing and testing, we will need to raise at least an
additional $9,000,000.  We have no external credit or debt facilities
in place to provide financing. We will be reliant upon best efforts debt or
equity financing to provide necessary working capital.  Accordingly,
there can be no assurance we will be able obtain necessary funding to meet
working capital requirements, the failure of which will result in our curtailing
operations and/or selling assets.





Off-Balance
Sheet Arrangements





None.





-5-


Contractual
Commitments





None.




ITEM 3.
            QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
      RISK





Not
applicable.





ITEM
4.   CONTROLS AND PROCEDURES





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





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








PART II – OTHER INFORMATION





ITEM 1.
            LEGAL PROCEEDINGS





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




ITEM
      1A.
            RISK
      FACTORS





Certain
Factors that May Affect Future Performance





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





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





We have
incurred annual operating losses since our inception. As a result, at October
31, 2009, we had an accumulated deficit of $17,710,607. We had gross revenues of
$3,900 for the quarter ended October 31, 2009, and a loss from operations of
$1,522,585. As we pursue our business plan, we expect our operating expenses to
increase significantly, especially in the areas of sales and marketing. As a
result, we expect continued losses in fiscal 2010 and thereafter.





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





As of
October 31, 2009, we have current assets of $42,475 and current liabilities of
$1,955,902.   Our current liquidity position only allows us to meet
nominal working capital needs.  We will need $2,000,000 to meet our
working capital needs through fiscal 2010.  Any failure to obtain such
financing could force us to abandon or curtail our operations.





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





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





ITEM 2. RECENT SALES OF UNREGISTERED
SECURITIES





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





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





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





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





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





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





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





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




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ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.




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





None.





ITEM5.
            OTHER
INFORMATION





None.





ITEM
6. EXHIBITS





(a)
            Exhibits





EXHIBITNUMBER
              
              DESCRIPTION
      OF EXHIBIT31.1
              
              Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
              
              Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
              
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
              
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002








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EXOBOX
TECHNOLOGIES CORP.





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf of the undersigned thereunto
duly authorized.





EXOBOX
TECHNOLOGIES CORP.








Dated:
      December 21, 2009
                By:  /s/
      Richard J. KampaRichard
      J. KampaChief
      Executive Officer and Director(Principal
      Executive Officer)





Dated:
      December 21, 2009
                By:
      /s/ Michael G. WirtzMichael
      G. WirtzChief
      Financial Officer(Principal
      Financial and Accounting Officer)









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