UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended April
30, 2009








Exobox
Technologies Corp.


(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: (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. Yes   x
  No    ̈





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).  Yes    ̈
  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.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (check one):





 ̈   Large
      accelerated filer
             ̈  
      Accelerated filer
             ̈  
      Non-accelerated filer
            x   Smaller
      reporting company





(Do not
check if a smaller reporting company)





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





As of
June 19, 2009, there were 460,934,637shares of Exobox’s common stock
outstanding.






















EXOBOX TECHNOLOGIES CORP.


FORM
10-Q FOR THE QUARTER ENDED APRIL 30, 2009




INDEX


PART
        I.  FINANCIAL INFORMATION
                PageNo.Item
      1. Financial StatementsBalance Sheets as of April 30, 2009 and
      July 31, 2008
      (Unaudited).
                3Statements of Expenses for the three months
      and nine months ended April 30, 2009 and 2008 and for the period from
        October 21, 2002 (Inception) to April 30, 2009
      (Unaudited).
                4Statements of Cash Flows for the nine months ended
      April 30, 2009 and 2008  and for the period from   October
      21, 2002 (Inception) to April 30, 2009
      (Unaudited).
                5Notes to the Financial Statements
      (Unaudited)
                6Item 2. Management's Discussion and
      Analysis of Financial Condition and Results of
    Operations
                12Item 3. Quantitative and Qualitative Disclosures about
      Market Risk
                15Item 4. Controls and Procedures
                15PART
      II. OTHER INFORMATIONItem 1. Legal Proceedings
                16Item 2. Recent Sales of Unregistered
      Securities
                18Item 3. Defaults Upon Senior
    Securities
                19Item 4. Submission of Matters to a Vote of Security
      Holders
                19Item 5. Other Information
                19Item 6. Exhibits
                19Signatures
                19








Index





PART
1 – FINANCIAL INFORMATION





ITEM 1.
            FINANCIAL
      STATEMENTS


EXOBOX TECHNOLOGIES CORP .


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


(Unaudited)





April
      30,
                  
                  
                  July
      31,2009
                  
                  
                  2008ASSETSCurrent
      assetsCash
      and cash equivalents
                  
                  $
                  3,006
                  
                  
                  $
                  767,338Other
      current assets
                  
                  
                  26,241
                  
                  
                  
                  61,972Prepaid
      insurance
                  
                  
                  30,068
                  
                  
                  
                  22,628Total
      current assets
                  
                  
                  59,315
                  
                  
                  
                  851,938Property
      and equipment, net
                  
                  
                  415,642
                  
                  
                  
                  213,223Other
      assets:Patents,
      net
                  
                  
                  50,642
                  
                  
                  
                  53,590Intangibles,
      net
                  
                  
                  3,951
                  
                  
                  
                  7,951Total
      assets
                  
                  $
                  529,550
                  
                  
                  $
                  1,126,702LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable
                  
                  $
                  567,666
                  
                  
                  $
                  53,451Advances
      from stockholders
                  
                  
                  1,283,081
                  
                  
                  
                  -Accrued
      liabilities
                  
                  
                  614,774
                  
                  
                  
                  429,217Total
      current liabilities
                  
                  
                  2,465,521
                  
                  
                  
                  482,668STOCKHOLDERS’
      EQUITY (DEFICIT)Series
      A convertible preferred stock, $0.001 par, 2,500,000 shares authorized,
      1,378 and 6,378 shares issued and outstanding at April 30, 2009
      and July 31, 2008, respectively
                  
                  
                  1
                  
                  
                  
                  6Series
      B convertible preferred stock, $0.001 par, 2,000,000 shares authorized, 0
      and 17,568 shares issued and outstanding at April 30, 2009 and July
      31, 2008, respectively
                  
                  
                  -
                  
                  
                  
                  18Common
      stock, $0.001 par, 500,000,000 shares authorized, 423,817,833 and
      398,435,250 shares issued and outstanding at April 30, 2009 and July
      31, 2008, respectively
                  
                  
                  423,818
                  
                  
                  
                  398,435Additional
      paid-in capital
                  
                  
                  11,773,659
                  
                  
                  
                  9,952,921Stock
      to be issued
                  
                  
                  9,813
                  
                  
                  
                  -Deficit
      accumulated during development stage
                  
                  
                  (14,143,262
                  )
                  
                  
                  (9,707,346
                  )Total
      stockholders’ equity (deficit)
                  
                  
                  (1,935,971
                  )
                  
                  
                  644,034Total
      liabilities and stockholders’ equity (deficit)
                  
                  $
                  529,550
                  
                  
                  $
                  1,126,702





See
accompanying notes to the unaudited financial statements




-3-





EXOBOX TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF EXPENSES


(Unaudited)








Three
      months ended April 30,
                      
                      
                      Nine
      months ended April 30,
                      
                      
                      Inception2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      through
                        April
      30, 2009Expenses:Research
      and development
                      
                      
                      336,062
                      
                      
                      
                      74,514
                      
                      
                      
                      684,876
                      
                      
                      
                      1,131,228
                      
                      
                      
                      2,938,864Sales
      and marketing
                      
                      
                      75,485
                      
                      
                      
                      -
                      
                      
                      
                      96,549
                      
                      
                      
                      -
                      
                      
                      
                      96,549General
      and administrative
                      
                      
                      1,875,185
                      
                      
                      
                      813,817
                      
                      
                      
                      3,651,934
                      
                      
                      
                      3,211,575
                      
                      
                      
                      11,089,923Total
      expense
                      
                      
                      2,286,732
                      
                      
                      
                      888,331
                      
                      
                      
                      4,433,359
                      
                      
                      
                      4,342,803
                      
                      
                      
                      14,125,336Loss
      from operations
                      
                      
                      (2,286,732
                      )
                      
                      
                      (888,331
                      )
                      
                      
                      (4,433,359
                      )
                      
                      
                      (4,342,803
                      )
                      
                      
                      (14,125,336
                      )Other
      income (expense):Gain
      on derivatives
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,630,042
                      
                      
                      
                      100,000Gain
      on extinguishment of debt
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,137Interest
      income
                      
                      
                      33
                      
                      
                      
                      -
                      
                      
                      
                      1,485
                      
                      
                      
                      -
                      
                      
                      
                      3,574Interest
      expense
                      
                      
                      (3,005
                      )
                      
                      
                      (116
                      )
                      
                      
                      (4,042
                      )
                      
                      
                      (4,119
                      )
                      
                      
                      (128,637
                      )Total
      other income (expenses)
                      
                      
                      (2,972
                      )
                      
                      
                      (116
                      )
                      
                      
                      (2,557
                      )
                      
                      
                      1,625,923
                      
                      
                      
                      (17,926
                      )Net
      loss
                      
                      $
                      (2,289,704
                      )
                      
                      $
                      (888,447
                      )
                      
                      $
                      (4,435,916
                      )
                      
                      $
                      (2,716,880
                      )
                      
                      $
                      (14,143,262
                      )Net
      loss per share – basic and diluted
                      
                      
                      (0.01
                      )
                      
                      
                      (0.00
                      )
                      
                      
                      (0.01
                      )
                      
                      
                      (0.01
                      )Weighted
      average shares outstanding:Basic and diluted
                      
                      
                      412,046,029
                      
                      
                      
                      395,075,784
                      
                      
                      
                      404,191,419
                      
                      
                      
                      285,003,256





See
accompanying notes to unaudited financial statements


-4-


EXOBOX TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOW


(Unaudited)








October
      21, 2002 (Inception)Nine
      months ended April 30,
                  
                  
                  Through2009
                  
                  
                  2008
                  
                  
                  April
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (4,435,916
                  )
                  
                  $
                  (2,716,880
                  )
                  
                  $
                  (14,143,262
                  )Adjustments
      to reconcile net loss to cash used by operating
activities:Share-based
      compensation
                  
                  
                  16,597
                  
                  
                  
                  1,417,800
                  
                  
                  
                  2,319,397Warrant
      issued for consulting services
                  
                  
                  -
                  
                  
                  
                  434,165
                  
                  
                  
                  446,660Stock
      issued for services
                  
                  
                  1,604,349
                  
                  
                  
                  1,079,138
                  
                  
                  
                  2,971,117Depreciation
      and amortization
                  
                  
                  76,478
                  
                  
                  
                  6,919
                  
                  
                  
                  114,801Loss
      (gain) on derivatives
                  
                  
                  -
                  
                  
                  
                  (2,025,042
                  )
                  
                  
                  5,000Loss
      (gain) on debt extinguishment
                  
                  
                  -
                  
                  
                  
                  395,000
                  
                  
                  
                  (7,137
                  )Changes
      in operating assets and liabilities:Prepaid
      expenses and other current assets
                  
                  
                  28,291
                  
                  
                  
                  1,528
                  
                  
                  
                  (56,305
                  )Accounts
      payable
                  
                  
                  523,833
                  
                  
                  
                  (8,240
                  )
                  
                  
                  577,282Accrued
      liabilities
                  
                  
                  330,906
                  
                  
                  
                  404,003
                  
                  
                  
                  2,192,640Accounts
      payable to stockholders
                  
                  
                  -
                  
                  
                  
                  (3,571
                  )
                  
                  
                  -NET
      CASH USED IN OPERATING ACTIVITIES
                  
                  
                  (1,855,462
                  )
                  
                  
                  (1,015,180
                  )
                  
                  
                  (5,579,807
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESInvestment
      in patents
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (67,233
                  )Investment
      in intangible assets
                  
                  
                  -
                  
                  
                  
                  (5,000
                  )
                  
                  
                  (16,000
                  )Investment
      in property and equipment
                  
                  
                  (271,951
                  )
                  
                  
                  (30,717
                  )
                  
                  
                  (501,807
                  )NET
      CASH USED IN INVESTING ACTIVITIES
                  
                  
                  (271,951
                  )
                  
                  
                  (35,717
                  )
                  
                  
                  (585,040
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of stock
                  
                  
                  -
                  
                  
                  
                  2,825,000
                  
                  
                  
                  4,774,000Advances
      from stockholders
                  
                  
                  1,283,081
                  
                  
                  
                  133,990
                  
                  
                  
                  1314,581Proceeds
      from warrants exercised
                  
                  
                  -
                  
                  
                  
                  13,500
                  
                  
                  
                  400,702Repayment
      of advances from stockholders
                  
                  
                  -
                  
                  
                  
                  (284,790
                  )
                  
                  
                  (401,430
                  )Payments
      to third parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (100,000
                  )Convertible
      note proceeds (payments)
                  
                  
                  80,000
                  
                  
                  
                  -
                  
                  
                  
                  180,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  1,363,081
                  
                  
                  
                  2,687,700
                  
                  
                  
                  6,167,853NET
      INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
                  
                  
                  (764,332
                  )
                  
                  
                  1,636,803
                  
                  
                  
                  3,006Cash
      and cash equivalents, beginning of period
                  
                  
                  767,338
                  
                  
                  
                  8,363
                  
                  
                  
                  -Cash
      and cash equivalents, end of period
                  
                  
                  3,006
                  
                  
                  
                  1,645,166
                  
                  
                  
                  3,006Non
      cash investing and financing activities:Conversion
      of preferred shares to common shares
                  
                  
                  2,078
                  
                  
                  
                  260,221Stock
      issued for accrued salaries
                  
                  
                  (145,300
                  )
                  
                  
                  -Series
      C preferred shares cancelled
                  
                  
                  -
                  
                  
                  
                  19Supplemental
      disclosures:Cash
      paid for interest
                  
                  
                  875
                  
                  
                  
                  4,119Cash
      paid for income taxes
                  
                  
                  -
                  
                  
                  
                  -





See
accompanying notes to the unaudited financial statements





-5-





EXOBOX TECHNOLOGIES CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


(UNAUDITED)





Note
1.  Nature of Business and Summary of Accounting Policies





The
accompanying unaudited interim financial statements of Exobox Technologies
Corp., a Nevada corporation, have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission and should be read in conjunction with
the audited financial statements and notes thereto contained in our latest
Annual Report filed with the SEC on Form 10-KSB. 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, 2008, as reported in Form 10-K, have been omitted.





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





Note
2.  Going Concern





From
Inception to April 30, 2009, we have accumulated losses of $14,143,262. Our
ability 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. These factors
raise substantial doubt regarding our ability to continue as a going
concern.





Note
3.  Property and Equipment





Property
and equipment consisted of the following at April 30, 2009 and July 31,
2008:





Description
                                Life
                                
                                April
      30, 2009
                                
                                
                                July
      31, 2008Furniture
      and fixtures
                                5
      years
                                
                                $
                                169,038
                                
                                
                                $
                                98,338Leasehold
      improvements
                                5
      years
                                
                                
                                220,596
                                
                                
                                
                                59,016Computers
                                3
      years
                                
                                
                                69,924
                                
                                
                                
                                49,172Telephone
      system
                                5
      years
                                
                                
                                37,960
                                
                                
                                
                                19,042Copier
                                5
      years
                                
                                
                                4,286
                                
                                
                                
                                4,286501,804
                                
                                
                                
                                229,854Less:
      accumulated depreciation
                                
                                
                                
                                (86,162
                                )
                                
                                
                                (16,631
                                )$
                                415,642
                                
                                
                                $
                                213,223








Depreciation
expense totaled $69,531 and $4,613 for the nine months ended April 30, 2009 and
2008, respectively.





We
acquired assets totaling $271,951and $30,717 for the nine months ended April 30,
2009 and 2008, respectively.





Note
4.  Patents





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





Patents
are mainly comprised of legal services paid to a shareholder and patent
application fees.  We began amortizing these costs since the patents
have been granted.  Amortization totaled $6,948 and $2,306 for
the nine months ended April 30, 2009 and 2008, respectively.





-6-


Note
5.  Advances from Stockholdersand Convertible Notes Payable





Advances
from stockholders





Certain
of Exobox’s stockholders have loaned cash to the company for working capital
purposes.  The loans were issued through promissory notes, have zero
stated interest rate, and have maturity dates which range from  0 to 8
years.   Imputed interest related to these notes would not be material
to the financial statements and therefore not recorded.  These loans
totaled $1,283,081 at April 30, 2009.








Convertible
notes payable





In April
2009, Exobox issued convertible notes payable to two individuals in the total
amount of $80,000.  The notes bear interest at 10% per year, mature on
July 30, 2009, and are convertible into shares of common stock at the rate of
$0.03 per share.  In connection with the notes, Exobox issued warrants
to purchase 1,600,000 shares of common stock at a price of $0.03 per share for a
term of three years.  Exobox evaluated the terms of the notes in
accordance with SFAS No. 133. “Accounting for Derivative Instruments and Hedging
Activities,” and EITF Issue 00-19,. “Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in a Company’s Own
Stock,”.  Exobox determined that the conversion feature did not meet
the definition of a liability and therefore did not bifurcate the conversion
feature and account for it as a separate derivative liability.  Exobox
evaluated the conversion feature under EITF 98-5 and EITF 00-27 for a beneficial
conversion feature.  The effective conversion price was compared to
the market price on the date of the notes and was deemed to be less than the
market value Exobox at the inception of the note. A beneficial conversion
feature was recognized and gave rise to a debt discount of $80,000.





Note 6.  Stockholders’
Equity





Preferred
Conversions and Stock Award
Plan





During
November 2008, we converted 5,000 series A preferred stock and 17,568 series B
preferred stock to 2,077,048 shares of common stock.





During
the first quarter of 2009, we issued 1,145,000 shares to consultants and
employees pursuant to consulting and employment agreements with a value of
$180,550.





During
the second quarter of 2009, we issued 3,448,750 shares of our common stock to
consultants and employees pursuant to consulting and employment agreements with
a value of $368,756.





During
the third quarter of 2009, Exobox issued 16,248,243 shares of our common stock
to consultants and employees pursuant to consulting and employment agreements
with a value of $1,055,042.





In
addition, during the nine months ended April 30, 2009, Exobox issued 2,463,542
shares of common stock to an employee for accrued wages. The shares were valued
at $142,349 based on the market value of the stock on the date of
issuance.





-7-


Warrants





At April
30, 2009, we had outstanding and exercisable warrants to purchase an aggregate
of 13,292,500 shares of common stock with an intrinsic value of
$48,000.  The weighted average remaining life is 2.48 years and the
weighted average price per share is $0.61 per share.





The
status of the warrants as of April 30, 2009, is as follows:





Warrants
      Outstanding and Exercisable
                    Warrants
                    
                    
                    Weighted
      Average Exercise PriceOutstanding,
      July 31, 2008
                    
                    11,692,500
                    
                    
                    $
                    0.61Granted
                    
                    1,600,000
                    
                    
                    
                    0.03Expired
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    -
                    
                    
                    
                    -Outstanding,
      April 30,
      2009
                    
                    13,292,500
                    
                    
                    $
                    0.61





Following
is the details of warrants outstanding as of April 30, 2009:





Number
      of Common Stock Equivalents
                            Expiration
      Date
                            Remaining
      Contracted Life (Years)
                            Exercise
      Price1,600,000
                            4/30/2012
                            
                            3.00
                            $
                            0.034,342,500
                            10/31/2010
                            
                            1.50
                            $
                            0.201,500,000
                            9/24/2012
                            
                            3.45
                            $
                            0.3050,000
                            7/31/2011
                            
                            2.25
                            $
                            0.255,800,000
                            12/31/2011
                            
                            2.47
                            $
                            1.00





For the nine months ended April 30, 2009, no warrants were
exercised.





-8-


Options





In
October, 2008, Exobox granted two senior developers of Exobox an option to
purchase 100,000 shares each with an exercise price of $0.25 a
share.  25,000 shares vested immediately for each individual and an
additional 25,000 shares for each individual shall vest every year until October
2011.





In
November, 2008, we granted to an employee an option to purchase 100,000 shares
with an exercise price of $0.25 a share.  25,000 shares vested
immediately and an additional 25,000 shares shall vest every year until November
2011.





In
December, 2008, we granted to two employees options to purchase 125,000
shares with an exercise price of $0.25 a share.  31,250 shares
vested immediately and an additional 31,250 shares shall vest every year until
December 2011.





In April
2009, we granted two employees options to purchase 300,000 shares of common
stock with an exercise price of $0.25 per share.  75,000 shares vested
immediately, and the remaining shares vest over the following six
quarters.





Black-Scholes
was applied to value the options totaling $21,820 for the 225,000
shares.  The simplified method was applied in calculating the
term.





The
following assumptions were applied to value the options:





Expected
      volatility
                    181
      - 238%Term
      (years)
                    1.5
      – 3Risk-free
      interest rate
                    1.16%
      - 3.01%Expected
      dividend yield
                    0%





We
recognized $16,597 of stock based compensation expense for the nine months ended
April 30, 2009.  The remaining 531,250 unvested shares have an
unrecognized value of $44,770.  The options intrinsic value is $ 0 as
of April 30, 2009.





The
status of the options as of April 30, 2009, is as follows:





Options
                    
                    Weighted
      Average Exercise PriceOutstanding,
      July 31, 2008
                    
                    -
                    
                    $
                    -Granted
                    
                    725,000
                    
                    $
                    0.25Expired
                    
                    -
                    
                    
                    -Exercised
                    
                    -
                    
                    
                    -Outstanding,
      April 30, 2009
                    
                    725,000
                    
                    $
                    0.25





-9-


Following
is the details of options outstanding as of April 30, 2009:





Number
      of Common Stock Equivalents
                          Expiration
      Date
                          Remaining
      Contracted Life (Years)
                          Exercise
      Price50,000
                          10/14/2011
                          
                          2.50
                          
                          0.2525,000
                          11/14/2011
                          
                          2.58
                          
                          0.2550,000
                          12/7/2011
                          
                          2.67
                          
                          0.2575,000
                          12/16/2011
                          
                          2.67
                          
                          0.2550,000
                          10/14/2012
                          
                          3.50
                          
                          0.2525,000
                          11/14/2012
                          
                          3.58
                          
                          0.2550,000
                          10/14/2013
                          
                          4.50
                          
                          0.2525,000
                          11/14/2013
                          
                          4.58
                          
                          0.2550,000
                          10/14/2014
                          
                          5.50
                          
                          0.2525,000
                          11/14/2014
                          
                          5.58
                          
                          0.2525,000
                          4/1/2012
                          
                          3.00
                          
                          0.2550,000
                          4/28/2012
                          
                          3.00
                          
                          0.2525,000
                          5/28/2012
                          
                          3.08
                          
                          0.2525,000
                          6/28/2012
                          
                          3.17
                          
                          0.2525,000
                          7/28/2012
                          
                          3.25
                          
                          0.2525,000
                          8/28/2012
                          
                          3.33
                          
                          0.2525,000
                          9/28/2012
                          
                          3.42
                          
                          0.2525,000
                          10/28/2012
                          
                          3.50
                          
                          0.2525,000
                          4/1/2013
                          
                          4.00
                          
                          0.2525,000
                          4/1/2014
                          
                          5.00
                          
                          0.2525,000
                          4/1/2015
                          
                          6.00
                          
                          0.25725,000
                          
                          
                          6.20





The following is a summary of
non-vested shares:





OptionsNonvested
      shares at July 31, 2008
                      -Granted
                      725,000Vested
                      (193,750)Expired
                      -Exercised
                      -Nonvested
      shares at April 30, 2009
                      531,250





-10-


Note
7.  Subsequent Events





On May 6,
2009, the employment agreements of Robert Dillon, our former Chief Executive
Officer, and Michael Wirtz, our former Chief Financial Officer, were terminated
and both entered into separation agreements with the Company. Pursuant to Mr.
Dillon’s separation agreement, Mr. Dillon is entitled to receive (i) a severance
amount equal to $300,000, payable in twelve equal payments of $25,000 per month
beginning on May 15, 2009 and ending on April 15, 2010 provided, however, the
Company may, in its sole discretion, make such severance payments by issuing to
Mr. Dillon shares of the Company’s common stock valued at $0.06 per share, and
(ii) health insurance benefits to which he was entitled as of his resignation
date until the earlier of (A) May 5, 2010 and (B) the date on which Mr. Dillon
becomes eligible to receive health insurance benefits from another employer on
substantially the same or better terms than he received from the
Company.  Mr. Dillon has also agreed to (a) extend the maturity date
of certain non-interest bearing promissory notes issued to Mr. Dillon by the
Company in the aggregate principal amount of $101,000 and (b) extend the
Company’s payment obligation of accrued but unpaid salary owed Mr. Dillon in the
aggregate amount of $25,000, each until May 31, 2010.  Mr. Dillon has
also agreed that for a period of one year from the date of his separation
agreement, upon recommendation of and request from the Company’s board of
directors, he will vote all of his shares of Company common stock beneficially
owned by him for (w) the election of one or more directors, (x) the removal of
one or more directors, (y) the approval of an amendment to the Company’s charter
as required to increase the number of shares of Company common stock that can be
issued, (z) and any action that requires the approval of more than 51% of the
outstanding shares of the Company’s common stock.





Pursuant
to Mr. Wirtz’s separation agreement, Mr. Wirtz is entitled to receive (i) a
severance amount equal to $180,000, payable in twelve (12) equal payments of
$15,000 per month beginning on May 15, 2009 and ending on April 15, 2010
provided, however, the Company may, in its sole discretion, make such severance
payments by issuing to Mr. Wirtz shares of the Company’s common stock valued at
$0.06 per share, and (ii) health insurance benefits to which he was entitled as
of his resignation date until the earlier of (A) May 5, 2010 and (B) the date on
which Mr. Wirtz becomes eligible to receive health insurance benefits from
another employer on substantially the same or better terms than he received from
the Company.  Mr. Wirtz has also agreed to (a) extend the maturity
date of certain non-interest bearing promissory notes issued to Mr. Wirtz by the
Company in the aggregate principal amount of $28,000 and (b) extend the
Company’s payment obligation of accrued but unpaid salary owed Mr. Wirtz in the
aggregate amount of $82,816.92, each until May 31, 2010.  Mr. Wirtz
has also agreed that for a period of one year from the date of his separation
agreement, upon recommendation of and request from the Company’s board of
directors, he will vote all of his shares of Company common stock beneficially
owned by him for (w) the election of one or more directors, (x) the removal of
one or more directors, (y) the approval of an amendment to the Company’s charter
as required to increase the number of shares of Company common stock that can be
issued, (z) and any action that requires the approval of more than 51% of the
outstanding shares of the Company’s common stock





Exobox
entered into an employment agreement with Mr. Kevin Regan, effective January 1,
2009, pursuant to which Mr. Regan would serve as President and Chief Operating
Officer of the Company.  Mr. Regan’s employment agreement was filed
with the Securities and Exchange Commission as Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on May 7, 2009.





Stockholders’
equity





On May
15, 2009 and May 17, 2009 Exobox issued a total of 1,231,334 shares of common
stock to
Mr. Dillon (615,667 shares) and to Mr. Wirtz (615,667 shares) in accordance with
the terms of their separation agreements.


On May
18, 2009, Exobox granted 4,000,000 shares of common stock to a director of the
Company for services performed prior to April 30, 2009.  The shares
were valued at $212,000 based on the fair market value of the stock on the date
of issuance.  The value of the services was included in accrued
liabilities as of April 30, 2009.





On May
18, 2009, Exobox granted 500,000 shares of common stock to a consultant of the
Company for services performed prior to April 30, 2009.  The shares
were valued at $25,600 based on the fair market value of the stock on the date
of issuance.  The value of the services was included in accrued
liabilities as of April 30, 2009.





In May
and June 2009, Exobox granted 6,128,903 shares of common stock to consultants
for services performed subsequent to April 30, 2009.  The shares were
valued at market value on the date of issuance.





-11-




On May
18, 2009, Exobox granted 7,837,500 shares of common stock to employees for
services in accordance with their employment contracts.  The shares
were valued at $415,387 based on the fair market value of the stock on the date
of issuance. In conjunction with these issuances, Exobox granted to certain
employees options to purchase 12,200,000 shares of common stock at varying
exercise prices ranging from $.15 to $.40 per share that expire three years from
the date of issuance, as well as warrants to purchase 7,500,000 shares of our
common stock varying exercise prices ranging from $.15 to $.75 per shares
expiring January 1, 2014.





During
May and June 2009, Exobox sold 10,924,999 shares of common stock in private
placement transactions and received total proceeds of approximately $400,000 in
these sales.





In June
2009, Exobox entered into a settlement agreement with Michael Wittenburg in
which Exobox repaid $422,000 of non-interest bearing demand indebtedness through
the issuance of 4,818,608 shares of common stock, paid $70,000 of past due
obligations accrued on his consulting agreement in exchange for 636,364 shares
of common stock, and terminated the balance of the obligations owed on his
consulting agreement through the issuance of 1,039,096 shares of common
stock.







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.





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, including: 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.





-12-


Recently,
we have achieved several key milestones:







·
            We
      appointed Kevin Regan as President, Chief Executive Officer and interim
      Chief Financial Officer to lead the strategic and daily operations of the
      company.







·
            We
      concluded the ExoDetectTM Beta Testing Program in preparation for the
      general availability of our first
product.







·
            We
      are scheduled to release ExoDetectTM product offering in June
      2009.  This first product, ExoDetectTM, 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.  ExoDetectTM
      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
      continue to build a world-class sales and marketing team, including the
      retention of Don Baird as Senior Vice President of Global Sales to lead
      the development and penetration of our global presence. Mr. Baird was
      formerly Vice President of Worldwide Product Sales for BMC Software, Inc.,
      responsible for the sales strategy and revenue for their security and
      infrastructure management solutions. Prior to this position, he was Vice
      President of Sales and Operations for the Americas International region
      (Canada, Central and South America) for BMC Software. Prior to BMC, he
      worked for IBM Corporation in various sales management and marketing
      roles.







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




Results of Operations





Three
Months Ended April 30, 2009 Compared to Three Months Ended April
30, 2008





Net Sales. We have had
no sales since inception.





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 $336,062 for the three months ended April 30,
2009 as compared to $74,514 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 $75,485 for the three months ended April 30, 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
April 30, 2009 as compared to 2008 increased from $813,817 to $1,875,185. The
increase was primarily due to the ramp up in our operations related to our
upcoming release of our first product, ExoDetectTM.





Net Loss.  Net loss for
the three months ended April 30, 2009 and 2008 was $2,289,704 and $888,447,
respectively.





-13-





Nine
Months Ended April 30, 2009 Compared to Nine Months Ended April 30,
2008





Net Sales. We have had no
sales since inception.





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 $684,876 for the nine
months ended April 30, 2009 compared to $1,131,228 for the nine months ended
April 30, 2008.





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 $96,549 for the nine months ended April 30, 2009 as compared to
$0 incurred in the same period of 2008.





G&A Expenses. 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 nine months ended
April 30, 2009 and 2008 increased from $3,211,575 to $3,651,934, respectively.
The increase was primarily due to the ramp up of our operations relating to the
upcoming release of our first product, ExoDetectTM.





Net Loss. Net loss for the
nine months ended April 30, 2009 and 2008 was $(4,435,916) and $(2,716,880),
respectively.





Liquidity
and Capital Resources





As of
April 30, 2009, we had a working capital deficit of $2,406,206.  Our
current liquidity position does not allow us to meet our nominal working capital
needs 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 nine months ended
April 30, 2009, we borrowed  $1,363,081from certain shareholders on a
short term basis .  To date, we have repaid $472,000 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 $2,500,000 to fund our
minimum operating expenses for the twelve months. We expect that we will need to
raise at least $4,500,000 to fund our minimum operating expenses for the next
twenty-four months, which amount assumes incurring expenses for future product
developments. We have no external credit or debt facilities in place to provide
financing. We will be reliant upon best efforts debt or equity financing to
provide necessary working capital.  Accordingly, there can be no
assurance we will be able obtain necessary funding to meet working capital
requirements, the failure of which will result in our curtailing operations
and/or selling assets.





Off-Balance
Sheet Arrangements





None.





Contractual
Commitments





None.





-14-


ITEM 3.
            QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
      RISK





Not
applicable.





ITEM 4.
            CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of “disclosure controls and procedures” in Rule
13a-15(e). In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were not effective, as a result of
the material weakness in internal control over financial reporting for the
period ending April 30, 2009, as described below.





In our
annual report on Form 10-K, we reported that we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of July 31,
2008, based on the framework in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on that evaluation, we concluded that, as of July 31, 2008, we had the
following material weakness:





1.
            Deficiency in the Company’s
      Entity Level Controls.  The Company’s entity level
      controls environment did not sufficiently promote effective internal
      controls over financial reporting throughout the
      organization.  This material weakness exists as a result of a
      deficiency to attract a “financial expert” to the Audit
      Committee.  The Principal Accounting Officer is actively
      involved in the preparation and approval of financial schedules and
      journal entries, and therefore cannot provide an independent review and
      quality assurance function within the accounting and financial reporting
      group.  The limited number of accounting personnel and a lack of
      a “financial expert” on the Audit Committee results in an inability to
      have independent review and of financial accounting entries and the
      financial statements and related footnotes.  There is a risk
      that a material misstatement of the financial statements could be caused,
      or at least not be detected in a timely manner, due to insufficient
      financial expert oversight.





2.
            Deficiency in Segregation of
      Duties.  There is a lack of segregation of duties between
      the custody of assets and the recording of
      transactions.  Specifically, the Principal Accounting Officer
      signs checks, receives and reviews unopened bank statements and cancelled
      checks and performs bank reconciliations. This condition could provide an
      opportunity for misappropriation of funds and concealment of such
      activity.  There is a risk for fraud or management override due
      to the lack of segregation of duties between the custody of assets and the
      recording of transactions.





Management
concluded that, as a result of the material weaknesses noted above, the Company
did not maintain effective internal control over financial reporting as July 31,
2008 based on criteria set forth in the COSO framework.  While we have
taken remedial actions, as described below, and believe that the material
weakness of Deficiency in the Company’s Entity Level Controls has been
remediated, the material weakness of Deficiency in Segregation of Duties
continued for the period ending April 30, 2009.





-15-


Management’s
Remedial Actions




1.
            Deficiency in the Company’s
      Entity Level Controls.  During the quarter ended January
      31, 2009, we began taking steps to restructure the management and certain
      operations of the company in part to strengthen our internal control over
      financial reporting.  On December 9, 2009, Mr. Charles Turner
      was elected to our Board, as an independent director, and was appointed as
      a member of the Audit Committee, as disclosed in our Form 8-K, dated
      December 11, 2008.  Additionally, as disclosed in our proxy
      statement, filed on December 11, 2008, the Board determined that Mr.
      Turner qualified as an “audit committee financial expert” as defined by
      Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act.  On
      January 27, 2009, Mr. Turner resigned from the Board, as disclosed in our
      Form 8-K, dated January 30, 2009, thereby vacating his position on the
      Audit Committee as a “financial expert”.  Also on January 27,
      2009, and disclosed in the same Form 8-K, dated January 30, 2009, the
      Company appointed Mr. Kevin P. Regan on January 27, 2009, as President and
      Chief Operating Officer, as disclosed in our Form 8-K, dated January 30,
      2009.  Mr. Regan served as a founder and Managing Director of
      Genesis Financial Group, LLC, a boutique investment banking firm, serves
      on the boards of various privately-held corporations, and received his B.S
      of Economics from the University of Houston.  On May 6, 2009,
      the Company’s Chief Executive Officer, Mr. Robert Dillon, and the
      Company’s Chief Financial and Principal Accounting Officer, Mr. Michael
      Wirtz, were terminated, as disclosed in our Form 8-K, dated May 6,
      2009.  On May 6, 2009, and disclosed in the same Form 8-K, dated
      May 6, 2009, Mr. Regan was appointed as the Company’s Chief Executive
      Officer and began serving as the Company’s Chief Financial Officer and
      Principal Accounting Officer.  The Company has retained also
      retained the services of an outside consulting firm for the preparation of
      the Company’s financial statements and related footnotes.  In
      lieu of a “financial expert” on the Audit Committee providing sufficient
      financial expert oversight, the Company has included in its internal
      controls over financial reporting an independent review of the financial
      statements and related footnotes by Mr. Regan.  While we do not
      have a “financial expert” on the Audit Committee as of April 30, 2009 and
      continue our efforts to attract such an individual to our Board,
      management believes the review of the financial statements and related
      footnotes by Mr. Regan mitigates the risk that a material misstatement of
      the financial statements could be caused, or at least not be detected in a
      timely manner, due to insufficient financial expert
      oversight.  This estimated cost of this remediation effort is
      negligible as Mr. Regan is an employee of the Company and this review is
      part of his on-going job
responsibilities.





2.
            Deficiency in Segregation of
      Duties.  During the quarter ended April 30, 2009, we
      retained an outside consulting firm to assist us in the evaluation and
      testing of our internal control system and to identify improvement
      opportunities related to our accounting processes in order to streamline
      and improve the effectiveness of these processes.  We believe
      that the Company will be able to reorganize certain accounting processes
      in order to improve and maintain appropriate segregation of duties between
      the custody of assets and the recording of transactions.  The
      cost of this remediation effort, including the retention of the outside
      consulting firm is estimated at $65,000.  This cost is included
      in the amount to needed to fund our operations as discussed in ITEM 2,
      MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS, noted under the caption “Certain Factors that may Affect
      Future Performance.”





Changes
in Internal Control Over Financial Reporting





Except as
noted under the caption “Management’s Remedial Action” above, there was no
change in our internal control over financial reporting (as such term is defined
in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended April 30,
2009, 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.





-16-


ITEM
      1A.
            RISK
      FACTORS





Certain
Factors that May Affect Future Performance





The risk
factors below supplement and should be read in conjunction with “Item 1A. Risk
Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31,
2008.





We
currently have enough cash to last us though June 2009 and will be unable to
finance our current operations without additional funding.





Our
current monthly cash burn rate, which may increase or decrease over time, is
approximately $200,000 per month. Consequently, we will need to raise additional
capital to sustain our operations. We have enough cash to fund our operations
through June 2009.





We
estimate will need to raise at least $4,500,000 to fund our
operations.





Until we
begin generating revenues from product sales, we will need to raise additional
money to fund our operations. We expect our first product to available in the
second calendar quarter of 2009 and to become cash flow positive from revenues
in the second or third quarter of 2010. Accordingly, any failure to obtain such
financing could force us to abandon or curtail our operations.





We
currently do not have any financing commitments.





At this
time we do not have any lines of credit or other forms of financing commitments.
Accordingly, all of our funding efforts will be conducted on a best efforts
basis.





We
do not expect to receive revenue from product sales sufficient to cover our
monthly operating expenses until the third or fourth quarter of
2010.





We
currently intend to introduce our first product to market in second calendar
quarter of 2009. We intend to develop and release subsequent products however,
the development time for such follow-on products, and the revenues that may come
from sales once introduced to market may increase our operating expenses and
consequently, push further into the future the time in which revenues from
products sales will cover our operating expenses.





There
can be no guarantee that we will not experience delays in getting our product to
market or meeting our sales projections.





While we
anticipate the release of our first product to market in the second calendar
quarter of 2009, it is possible that we may experience delays, technical or
otherwise, that will not allow us to meet our expectations. Furthermore,
acceptance of our products by the market may not occur at all, or at the rate we
expect, further delaying our ability become profitable. Consequently, we may
need to raise additional capital in the future to maintain and continue our
operations.





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





As of
April 30, 2009, we have current assets of $59,315 and current liabilities of
$2,465,521, of which $567,666 is for accounts payable and $614,744 is for
accrued liabilities.  Our current liquidity position does not allow us
to meet our nominal working capital needs which has required us to leverage off
our vendors and seek loans from certain shareholders.  We believe we
will need at least $2,500,000 to meet our working capital needs over the next
twelve months.  Any failure to obtain such financing could force us to
abandon or curtail our operations.





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 April 30,
2009, we had an accumulated deficit of $14,143,262. We had no gross revenues for
the quarter ended April 30, 2009, and a loss from operations of
$2,289,704.  As we pursue our business plan, we expect our operating
expenses to increase, especially in the areas of sales and marketing. As a
result we expect continued losses in fiscal 2009 and for a period of time
thereafter.





We
will not be able to continue our business operations unless we raise additional
financing.





We are a
development stage company and as such have generated no revenues or profits to
date.  Our success will depend on the ability to attract external
financing for our working capital needs and to develop our patent rights in
connection with our software solutions.  As of the date hereof, we do
not have sufficient funding to satisfy our working capital needs or to develop
the full line of products and, the failure to obtain sufficient funding, will
preclude us from conducting meaningful business operations. We have historically
financed our operations through best efforts private equity and debt
financings. We do not have any commitments for equity or debt funding at
this time, and additional funding may not be available to us on favorable
terms, if at all.





-17-


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





Our
auditor’s report on our July 31, 2008 financial statements 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
twelve 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.





Additional
capital may dilute current stockholders.





In order
to provide capital for the operation of our business we may enter
into additional financing arrangements. These arrangements may involve the
issuance of new common stock, preferred stock that is convertible into
common stock, debt securities that are convertible into common stock or
warrants for the purchase of common stock. Any of these items could result
in a material increase in the number of shares of common stock outstanding
which would in turn result in a dilution of the ownership interest of
existing common shareholders. In addition, these new securities could
contain provisions, such as priorities on distributions and voting rights,
which could affect the value of our existing common stock.





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 third quarter of fiscal 2009.





On May
15, 2009 and May 17, 2009 we issued a total of 1,231,334 shares of common stock
to Mr. Dillon (615,667 shares) and Mr. Wirtz (615,667 shares) in accordance
with the terms of their separation agreements.





On May
18, 2009, we granted 4,000,000 shares of common stock to a director of the
Company for services performed prior to April 30, 2009.  The shares
were valued at $212,000 based on the fair market value of the stock on the date
of issuance.  The value of the services was included in accrued
liabilities as of April 30, 2009.





On May
18, 2009, we granted 500,000 shares of common stock to a consultant of the
Company for services performed prior to April 30, 2009.  The shares
were valued at $25,600 based on the fair market value of the stock on the date
of issuance.  The value of the services was included in accrued
liabilities as of April 30, 2009.





In May
and June 2009, we granted 6,128,903 shares of common stock to consultants for
services performed subsequent to April 30, 2009.  The shares were
valued at market value on the date of issuance.





On May
18, 2009, we granted 7,837,500 shares of common stock to employees for services
in accordance with their employment contracts.  The shares were valued
at $415,387 based on the fair market value of the stock on the date of issuance.
In conjunction with these issuances, we granted to certain employees options to
purchase 12,200,000 shares of common stock at varying exercise prices ranging
from $.15 to $.40 per share that expire three years from the date of issuance,
as well as warrants to purchase 7,500,000 shares of our common stock varying
exercise prices ranging from $.15 to $.75 per shares expiring January 1,
2014.





During
May and June 2009, we sold 10,924,999 shares of common stock in private
placement transactions.  We received total proceeds of approximately
$400,000 in these sales.





In June
2009, we entered into a settlement agreement with Michael Wittenburg in which we
repaid $422,000 of non-interest bearing demand indebtedness through the issuance
of 4,818,608 shares of common stock and paid $70,000 of past due obligations
accrued on his consulting agreement in exchange for 636,364 shares of common
stock and terminated the balance of the obligations owed on his consulting
agreement through the issuance of 1,039,096 shares of common stock.





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





In
June 2009, we entered into a settlement agreement with Michael Wittenburg in
which we repaid $422,000 of non-interest bearing demand indebtedness through the
issuance of 4,818,608 shares of common stock and paid $70,000 of past due
obligations accrued on his consulting agreement in exchange for 636,364 shares
of common stock and terminated the balance of the obligations owed on his
consulting agreement through the issuance of 1,039,096 shares of common
stock.





ITEM 6.
            EXHIBITS





(a)
Exhibits




31.1 Certification of CEO, Pursuant to Section 302
      of the Sarbanes-Oxley Act of 200231.2 Certification of CFO, Pursuant to Section 302
      of the Sarbanes-Oxley Act of 200232.1 Certification of CEO, Pursuant to Section 906
      of the Sarbanes-Oxley Act of 200232.2 Certification of CFO, Pursuant to Section 906
      of the Sarbanes-Oxley Act of
2002













EXOBOX
TECHNOLOGIES CORP.





SIGNATURES





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











EXOBOX
      TECHNOLOGIES CORP.Dated:
      June 22, 2009
                                    By:
      /s/ Kevin P. ReganKevin
      P. ReganChief
      Executive Officer(Principal
      Executive Officer)Dated:
      June 22, 2009
                                    By:
      /s/ Kevin P. ReganKevin
      P. ReganChief
      Financial Officer(Principal
      Financial and Accounting
Officer)











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