SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________________________________________

FORM 10-KSB/A

 
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended July 31, 2008
OR

 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
for the transaction period from                        to
Commission File Number 0-02555
 

(Name of Small Business Issuer in its charter)

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of class)

(Title of class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  o
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ      No  o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  þ
State issuer’s revenues for its most recent fiscal year. $0.
State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. The aggregate market value of the common stock held by non-affiliates of the registrant was $20,929,094.56, based on the closing price on the OTCBB market on November 10, 2008.

As of November 10, 2008, 401,878,548 shares of the registrant's common stock were outstanding.
 
 
 
 
 
EXPLANATORY NOTE

This amendment to the Annual Report on Form 10-K for the year ended July 31, 2008, filed by Exobox Technologies Corp., a Nevada corporation (the “Registrant”), with the United States Securities and Exchange Commission (the “Commission”) on November 12, 2008 (the “Annual Report”), is filed for the purposes of including the auditor’s consent which was inadvertently omitted from the amendment to the Annual Report filed with the Commission on April 13, 2009.

ITEM 15. EXHIBITS

EXHIBIT
NUMBER
 
DESCRIPTION OF EXHIBIT
     
3.1
 
Amended and Restated Articles of Incorporation Exobox Technologies Corp. (1)
3.2
 
Bylaws of Exobox Technologies Corp. (1)
3.3
 
Certificate of Amendment to Articles of Incorporation  (3)
4.1
 
Designation of Class A Common Stock (included in Exhibit 3.1)  (1)
4.2
 
Designation of Series A Convertible Preferred Stock (included in Exhibit 3.1)  (1)
4.3
 
Designation of Series B Convertible Preferred Stock (included in Exhibit 3.1)  (1)
4.4
 
Designation of Series C Convertible Preferred Stock (included in Exhibit 3.1)  (1)
4.5
 
Designation of Series D Convertible Preferred Stock (included in Exhibit 3.1)  (1)
4.6
 
Form of Warrants to purchase shares of common stock  (1)
10.1*
 
2007 Stock Option Plan (2)
10.2*
 
Employment Agreement between Exobox Technologies Corp. and Robert B. Dillon  (3)
10.3*
 
Employment Agreement between Exobox Technologies Corp. and Michael C. Wittenburg  (3)
10.4*
 
Employment Agreement between Exobox Technologies Corp. and Michael G. Wirtz  (3)
10.5*
 
Employment Agreement between Exobox Technologies Corp. and Marcos Pernia  (3)
10.6*
 
Employment Agreement between Exobox Technologies Corp. and Reginald Goodman  (3)
10.7*
 
Employment Agreement between Exobox Technologies Corp. and Scott Copeland  (3)
10.8
 
Securities Purchase Agreement covering Series C Convertible Preferred Stock  (1)
14.1
 
Code of Business Conduct and Ethics (1)
21.1
 
Subsidiaries of the Registrant (1)
 
Consent of auditors for Registrants Form S-8 (4)
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)
 
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 2002 (4)
 
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 (4)
 
* Management contract or compensatory plan or arrangement.
 
(1) Incorporated herein by reference to the Registrant’s Form 10-SB12, filed on December 21, 2005. 
(2) Incorporated herein by reference to the Registrant’s Form S-8, filed on June 29, 2007.
(3) Incorporated herein by reference to the Registrant’s Form 10-SB12G/A, filed on February 3, 2006.
(4) Filed herewith.

 
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 16, 2009
By:  /s/ Robert B. Dillon
 
 
Robert B. Dillon
 
 
Chief Executive Officer and Director
 
 
(Principal Executive Officer)
 


Dated: April 16, 2009
By: /s/ Michael G. Wirtz
 
 
Michael G. Wirtz
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)
 
     
Dated: April 16, 2009
By: /s/ Scott Copeland
 
 
Scott Copeland
 
 
Director
 
     
Dated: April 16, 2009
By: /s/ Michael S. Studdard
 
 
Michael S. Studdard
 
 
Director
 
 
 
3
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