UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended October 31, 2008








(Exact name of registrant as specified 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)








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





Indicate by check mark whether the registrant (1) has 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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx  Noo








Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.





Outstanding Common stock, par value $0.001 per share as of December 11, 2008:  401,878,548 shares







1




EXPLANATORY NOTE




This amendment to Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008, filed by Exobox Technologies Corp., a Nevada corporation (the “Registrant”), with the United States Securities and Exchange Commission (the “Commission”) on December 15, 2008 (the “Quarterly Report”), is filed
for the sole purpose of amending the Quarterly Report to include the proper certifications as required by Section 302 of the Sarbanes-Oxley Act of 2002.   Accordingly, pursuant to the rules of the Commission, Item 6 of Part II of the original Quarterly Report is hereby amended to contain currently dated certifications from the Registrant’s Chief Executive Officer and Chief Financial Officer.  The certifications of the Registrant’s Chief Executive Officer and Chief Financial
Officer are attached to this Form 10-Q/A as Exhibits 31.1and 31.2.




Except for the foregoing, this amendment does not amend the Quarterly Report in any way and does not modify or update any disclosures
contained in the Quarterly Report, which continues to speak as of the original date of the Quarterly Report.




PART II.





Item 6. Exhibits





(a) Exhibits





31.1 Certification of CEO, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2 Certification of CFO, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


2





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: April 13, 2009
By: /s/ Robert B. DillonRobert B. DillonChief Executive Officer(Principal Executive Officer)Dated: April 13, 2009
By: /s/ Michael G. WirtzMichael G. WirtzChief Financial Officer(Principal Financial and Accounting Officer)Dated: April 13, 2009
By: /s/ Scott CopelandScott CopelandDirectorDated: April 13, 2009
By: /s/ Michael S. StuddardMichael S. StuddardDirector






3