Exobox Technologies Corp. (Form: SB-2, Received: 11/13/2007 15:19:58)

As filed with the Securities and Exchange Commission on November 13, 2007

Registration No. 333-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

EXOBOX TECHNOLOGIES CORP.

(Name of Small Business Issuer in its Charter)

NEVADA		7372		88-0456274
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(I.R.S. Employer Identification No.)

6303 BEVERLY HILL, SUITE 210,

HOUSTON, TEXAS 77057-6501

(713) 781-6173

(Address and Telephone Number of

Principal Executive Offices)

Robert B. Dillon

6303 BEVERLY HILL, SUITE 210,

HOUSTON, TEXAS 77057-6501

(713) 781-6173

(Name, Address and Telephone Number

of Agent for Service)

With copies of all

communications to:

GREGG E. JACLIN, ESQ.

ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07726

TELEPHONE NO.: (732) 409-1212

FACSIMILE NO.: (732) 577-1188

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. T

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to rule 434, please check the following box. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE CHART

Title of each Class of Security being registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Security (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock Underlying Equity Line		20,000,000	$	0.20	$	4,000,000	$	123.10
Common Stock Underlying Warrants		4,342,500	$	0.20	$	868,500	$	26.66
Common Stock Underlying Warrants		50,000	$	0.20	$	10,000	$	0.31
Common Stock		457,500	$	0.20	$	91,500	$	2.81
Total		24,850,000	$	0.20	$	4,970,000	$	152.88

(1)	Pursuant to Rule 416, there are also being registered such additional shares as may be issued as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee. Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. The fee for the common stock was based on the last sale price of the common stock reported on the Over-the-Counter Market on November 12, 2007.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, November __, 2007

EXOBOX TECHNOLOGIES CORP.

24,850,000 Shares of Common Stock

This prospectus covers the resale of 24,850,000 shares of common stock of Exobox Technologies Corp., of which 20,000,000 shares are issuable pursuant to our equity line with IFG Opportunity Fund, LLC, 300,000 shares issued to IFG Opportunity Fund in connection with entering into the equity line, 4,342,500 shares underlying outstanding warrants and 157,500 shares that are issued and outstanding. We are not selling any shares of common stock in this offering and therefore will not receive any of the proceeds from this offering. We will, however, receive gross proceeds from the sale of common stock under the equity line with IFG Opportunity Fund, LLC and approximately $894,500 if all of the warrants are exercised. We expect to use these proceeds, if any, for general corporate purposes. We will bear the cost relating to the registration of the resale of the common stock offered by this prospectus

Our shares of common stock trade on the over-the-counter market under the stock symbol “EXBX.” The last sale price of the common stock on November 12, 2007 was $0.20 per share.

IFG Opportunity Fund, LLC is an “underwriter” within the meaning of the Securities Act of 1933 in connection with the sale of common stock it acquires pursuant to the equity line. No other underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. This offering will terminate thirty months after the accompanying registration statement is declared effective by the Securities and Exchange Commission.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. You should read this prospectus in its entirety and carefully consider the risk factors beginning on page 3 of this prospectus and the financial data and related notes incorporated by reference before deciding to invest in the shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus ______________ __, 2007

TA BLE OF CONTENTS

PROSPECTUS SUMMARY		1
RISK FACTORS		5
FORWARD-LOOKING STATEMENTS		9
USE OF PROCEEDS		9
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		9
BUSINESS		10
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION		15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		21
SELLING STOCKHOLDERS		22
PLAN OF DISTRIBUTION		25
DESCRIPTION OF SECURITIES		28
LEGAL MATTERS		30
CONSOLIDATED FINANCIAL STATEMENTS		30
EXPERTS		30
WHERE YOU CAN FIND MORE INFORMATION		30

SOURCES OF MARKET AND INDUSTRY DATA

This prospectus includes market share and industry data and forecasts that we have obtained from internal company surveys, market research, consultant surveys, publicly available information and industry publications and surveys. These reports and the other third-party reports, surveys and publications we refer to in this prospectus generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal company surveys and reports, and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. In addition, we do not know what assumptions regarding general economic growth were used in preparing the forecasts cited in this prospectus. Except where otherwise noted, statements as to our position relative to our competitors or as to market share refer to the most recent available data.

USE OF TRADEMARKS AND TRADE NAMES

This prospectus contains trademarks and trade names of other companies. All trademarks and trade names appearing in this prospectus are the property of their respective holders.

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PR OSPECTUS SUMMARY

Our Business

Exobox was established as a network security development company to capitalize upon the growing need in the computer market for a reliable, efficient, effective and proactive network security system capable of protecting computers from the menace of cyber threats such as trojans, worms, viruses, spy ware and identity theft. Over the last three years, we have developed two proprietary, patent-protected software technologies that we believe meets this need by providing computers such protection without affecting workflow or requiring a continuously updated database of known viruses. Our proprietary approach to network security presents a different approach from the largely “reactive” network security software currently available from others. We believe our technology offers an effective solution to stop cyber threats. Further, it eliminates the need for CRC (cyclic redundancy checking) and viral database to drive retroactive file scanning.

Our goal is to develop enterprise and home user endpoint security products. With our Secure User Zone (“SUZ”) technology White Paper and Software Requirements and Development Documentation completed we believe that we are positioned to develop an advanced computer security system. Our mission is to become a leading developer of licensed digital security technologies for a broad range of security-sensitive networks, devices, and other applications. We have developed two proprietary, patent-protected software technologies that we believe meets this need in a proactive way, providing protection without affecting workflow or requiring a continuously updated database of known viruses. Compared to other technologies, we believe ours represents a paradigm shift from the “reactive” network security software currently available in the market. We believe our SUZ technology is a solution that can stop cyber threats while eliminating the need for CRC and viral database drive retroactive file scanning. Our business plan is to develop product lines from our technology to provide complete and effective security for all servers and computers using our products.

Business Strategy

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

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

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

We perceive that this model will eliminate expenses for inventory control, distribution, end user tech support and payroll, thereby making us a lean, efficient company focused on quickly bringing to market the most effective products to secure the Internet.

Intellectual Property

We have filed twenty patent application and fifteen trademark application protecting our intellectual property. We attempt to protect our software technology by relying on a combination of copyright, patent, trade secret and trademark laws, restrictions on disclosure and other methods. In particular, we have a number of registered trademarks and currently hold patents in the United States, as well as patent holdings in other countries, relating to our technology and trade names. We have regularly filed other applications for patents and trademarks in order to protect proprietary intellectual property that we believe is important to our business.

Principal Office

We were incorporated in the State of Nevada in 1999 and changed our name to Exobox Technologies Corp. in September 2005. Our principal executive office is located at 6303 Beverly Hill, Suite 210, Houston, Texas 77057. Our telephone number is (713) 781-6173, our facsimile number is (713) 781-6175 and our website address is www.exobox.com.

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Summary of the Offering

This offering relates to the sale of common stock by selling stockholders consisting of (i) 20,000,000 shares of common stock which may be purchased by IFG Opportunity Fund, LLC (“IFG”) from us under the Equity Distribution Agreement, (ii) 300,000 shares issued to IFG in connection with entering into the Equity Distribution Agreement, (iii) 4,460,000 shares underlying warrants by various investors, and (vi) 90,000 shares issued to an investor.

In November 2007, we entered into an Equity Distribution Agreement with IFG. Pursuant to the Equity Distribution Agreement, we may, in its discretion, periodically issue and sell to IFG shares of common stock for a total purchase price of up to $10,000,000. In connection with the Equity Distribution Agreement, we have agreed to reimburse IFG $10,000 for fees and expenses incurred in this transaction and issue IFG 300,000 shares of our common stock. The Company understand that IFG intends to sell any shares purchased under the Equity Distribution Agreement at the then prevailing market price. There are substantial risks to investors as a result of the issuance of shares of common stock under the Equity Distribution Agreement. These risks include dilution of stockholders, significant decline in our stock price and the inability to draw sufficient funds when needed.

The Company is obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the shares issued to IFG, the placement agent shares and the shares underlying the warrant within 60 days after the closing date. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 180 days after the closing date. The Company shall have an ongoing obligation to register additional shares of our common stock as necessary underlying the advances.

The Company will use the proceeds for working capital. The Company cannot predict the total amount of proceeds to be raised in this transaction because the Company has not determined the total amount of the advances the Company intends to draw. All fees and expenses under the Equity Distribution Agreement will be borne by the Company.

The amount that the Company shall be entitled to request from each purchase shall be up to $1,000,000. The purchase price shall be set at ninety-eight percent (98%) of the market price of our common stock during the five (5) consecutive trading days immediately after we have provided IFG with notice of an advance. The purchase price is subject to reduction if the closing market price of our common stock during the five (5) trading days following the advance notice to IFG is below the minimum acceptable price, which is seventy five percent (75%) of the closing bid price of our common stock on date preceding our notice of the advance to IFG, then the requested advance shall be reduced by 20% for each trading day that is below the minimum acceptable price and each such day that is below the minimum acceptable price shall be excluded when determining the purchase price. In addition, in connection with each advance we shall pay IFG, directly out of the gross proceeds of each advance, an amount equal to three percent (3%) of the amount of each advance.

Sample Purchase Price Calculation

The calculation below assumes a notice date of October 24, 2007 for $1,000,000. Set forth below is a trading summary of our common stock for the period October 25, 2007 through October 31, 2007, the five trading days immediately following October 24, 2007.

Date	Closing bid price
October 31, 2007	$	0.25
October 30, 2007	$	0.22
October 29, 2007	$	0.25
October 26, 2007	$	0.27
October 25, 2007	$	0.26

The purchase price IFG would pay for the shares would be equal to 98% of the average of closing price during the five trading day period following October 24, 2007, which in this example is $0.25, resulting in a purchase price of $0.245 per share and the issuance of 4,081,633 shares.

Conditions to IFG’s Obligation to Purchase Shares

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We are not entitled to request an advance unless each of the following conditions is satisfied:

a registration statement is and remains effective for the resale of securities in connection with the equity line of credit;

at all times during the period between our request for a drawdown and its subsequent funding, our common stock is listed on its principal market and shall not have been suspended from trading thereon for a period of two consecutive trading days;

we have complied with our obligations and are otherwise not in breach or default of any agreement related to the equity line of credit;

no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of securities in connection with the equity line of credit; or

the issuance of the securities in connection with the equity line of credit will not violate any shareholder approval requirements of the principal market.

There is an inverse relationship between our stock price and the number of shares to be issued under the Equity Distribution Agreement in exchange for a cash payment of a particular size. That is, as our stock price declines, the Company would be required to issue a greater number of shares under the Equity Distribution Agreement for a given draw-down.

	Market Price: $0.25			Market Price: $0.225			Market Price: $0.1875			Market Price: $0.125
No. of Shares (1):		40,000,000			44,444,444			53,333,333			80,000,000
Percent Outstanding (2):		10.29	%		11.31	%		13.27	%		18.66	%
Net Cash to Access (3):	$	9,670,000		$	9,670,000		$	9,670,000		$	9,670,000

(1)	Represents the number of shares of common stock which could be issued to IFG under the Equity Distribution Agreement at the prices set forth in the table. At this time, we are only registering 20,000,000 shares of our common stock.

(2)	Represents the shares of common stock to be issued as a percentage of the total number shares outstanding as of October 31, 2007, which is 348,700,203.

(3)	Net cash equals the gross proceeds minus approximately $30,000 in offering expenses and the 3% fee of $300,000.

The Offering

Securities Offered	The selling stockholders are offering a total of 24,850,000 shares of common stock, of which 20,000,000 shares are issuable pursuant to our equity line with IFG, 4,460,000 shares are issuable upon exercise of warrants and 390,000 shares are outstanding.

Common stock outstanding before the Offering	As of November 12, 2007, we had 348,700,203 shares of common stock outstanding

Shares of common stock in Public Float	121,372,097 shares of common stock

Risk Factors	The securities offered hereby involve a high degree of risk. See “Risk Factors”.

Over-the-counter symbol	EXBX

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Summary Financial Data

The following summary of our financial information has been derived from our audited consolidated financial statements for the year ended July 31, 2007 and July 31, 2006.

	As of and for the Year Ended
	July 31,
	2007			2006
Statement of Operations Data:
Revenue	$	--		$	--
Net loss		(3,668,877	)		(2,488,331	)
Net Loss per share		(0.11	)		(0.23	)
Balance Sheet Data:
Total Assets		105,050			209,076
Total Current Liabilities		3,767,304			393,453
Total Long Term Obligations		--			--
Total stockholders’ equity (deficit)		(3,662,254	)		184,377

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RI SK FACTORS

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

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

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 July 31, 2007, we had an accumulated deficit of $6,489,749. We had no gross revenues for the year ended July 31, 2007, and a loss from operations of $3,548,563. 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 2008 and 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 our 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.

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

As of July 31, 2007, we have current assets of $22,363 and current liabilities of $3,767,304, of which $2,025,042 is for a derivative liability and $105,000 is a convertible note payable. In connection with the Manillo Settlement, the $105,000 convertible note has been replaced with a long term note with an original principal amount of $500,000. Additionally, as a result of the Manillo Settlement, in which the Series C Preferred Stock was returned to us, the derivative liability of $2,025,042 will be reversed in the quarter ending October 31, 2007 and will no longer be reflected on our balance sheet on that date. Our current liquidity position only allows us to meet nominal working capital needs. We will need $750,000 to meet our working capital needs through fiscal 2008. Any failure to obtain such financing could force us to abandon or curtail our operations.

IFG will pay less than the then-prevailing market price of our common stock under the Equity Distribution Agreement.

IFG will retain 3% from each advance under the Equity Distribution Agreement and shall receive the stock at a two (2%) percent discount from market. These discounted sales could cause the price of our common stock to decline. These discounted sales may cause our stock price to decline.

IFG may sell our shares of common stock prior to the date the stock is delivered to it.

IFG is deemed to beneficially own the shares of common stock corresponding to a particular advance on the date that we deliver an advance notice to IFG, which is prior to the date the stock is delivered to IFG. IFG may sell such shares any time after we deliver an advance notice. Accordingly, IFG may sell such shares during the pricing period. Such sales may cause our stock price to decline.

Sales of our shares of common stock under the Equity Distribution Agreement could result in significant dilution to the existing shareholders .

The issuance of shares of our common stock under the Equity Distribution Agreement, when effective will dilute our existing stockholders and the issuance or even potential issuance of such shares could have a negative effect on the market price of our common stock. As a result, our net income per share could decrease in future periods, and the market price of our common stock could decline. In addition, the lower our stock price, the more shares of common stock the Company will have to issue under the Equity Distribution Agreement to draw-down the full amount. If our stock price is lower, then our existing stockholders would experience greater dilution.

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Sales of our stock under the Equity Distribution Agreement, when effective, could encourage short sales by third parties which could contribute to the future decline of our stock price.

In many circumstances, the provisions of an Equity Distribution Agreement have the potential to cause significant downward pressure on the price of our common stock. This is especially true if the shares being placed into the market exceed the market’s ability to buy the increased stock. Such an event could place further downward pressure on the price of our common stock. The Company may request numerous draw-downs pursuant to the terms of the Equity Distribution Agreement when effective. Even if the Company uses the Equity Distribution Agreement to invest in assets that are materially beneficial to us, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of stock, the price decline that would result from this activity in turn may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for our common stock, the price will decline.

We will need to raise additional funds to fund product development .

Our cash does not afford us adequate liquidity to fund out product development. In order to fund our product development, including marketing and testing, we will need to raise at least an additional $7,000,000, Moreover, we anticipate that we will need additional capital in excess of $7,000,000 million to continue to fund and expand our business operations. There is no assurance that we can raise additional capital from external sources, the failure of which could cause us to sell assets or curtail operations.

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

Our auditor's report on our July 31, 2007 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 12 months. Because we have been issued an opinion by our 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.

The market price of our common stock is very volatile and the value of your investment may be subject to sudden decreases .

The trading price for our common stock has been, and we expect it to continue to be, volatile. For example, the price of our stock has fluctuated between $22.00 per share and $0.15 per share since January 1, 2006. The price at which our common stock trades depends upon a number of factors, including our historical and anticipated operating results, and general market and economic conditions, which are beyond our control. In addition, the stock market has, from time to time, experienced extreme price and volume fluctuations. These broad market fluctuations may lower the market price of our common stock. Moreover, during periods of stock market price volatility, share prices of many companies have often fluctuated in a manner not necessarily related to their operating performance. Accordingly, our common stock may be subject to greater price volatility than the stock market as a whole.

We lack an operating history which you can use to evaluate us, making any investment in us risky .

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

There can be no assurance that we will successfully commercialize any products or services .

There can be no assurance that we will successfully commercialize any products and services based on our technology or manage the related manufacturing, marketing, sales, licensing and customer support operations in a profitable manner. In particular, our prospects must be considered in light of the problems, delays, expenses and difficulties encountered by any company in the startup stage, many of which may be beyond our control. These problems, delays, expenses and difficulties include unanticipated problems relating to product development and formulation, testing, quality control, production, inventory management, sales and marketing and additional costs and competition, any of which could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that our products and services can be successfully marketed or that it will ever achieve significant revenues or profitable operations.

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To develop our software solutions we will need to engage third party developers .

At this time, we do not have the resources to directly conduct full product development, obtain regulatory approvals, or manufacture or commercialize any products. Therefore, we depend upon others to carry out such activities. As a result, we anticipate that we may enter into collaborative agreements with third parties able to contribute to developing our technologies. Such agreements may limit our control over any or all aspects of development.

There can be no assurance that we will ever be profitable.

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

Our industry changes rapidly due to evolving technology standards and our future success will depend on our ability to adapt to market change .

Our future success will depend on our ability to address the increasingly sophisticated needs of the market. We will have to keep pace with technological developments, evolving industry standards and changing customer requirements. We expect that we will have to respond quickly to rapid technological change, changing customer needs, frequent new product introductions and evolving industry standards that may render our contemplated products obsolete. We may not have sufficient resources to make the necessary investments, which could have a material adverse effect on our business.

We depend upon our intellectual property and our failure to protect existing intellectual property or secure and enforce such rights for new proprietary technology could adversely affect our future growth and success .

Our ability to successfully protect our proprietary technology is essential to our success. We have filed trademark and patent applications to protect intellectual property rights for technology that we have developed. Our future success also may depend upon our ability to obtain additional licenses for other intellectual properties. We may not be successful in acquiring additional intellectual property rights with significant commercial value on acceptable terms. Even if we are successful in acquiring such rights, it can provide no assurance that we will be successful in adapting or deploying them as to the timing or cost of such development efforts or as to the commercial success of the resulting products or services.

Our competitors may develop non-infringing products or technologies that adversely affect our future growth and revenues .

It is possible that our competitors will produce proprietary technologies similar to ours without infringing on our intellectual property rights. We also rely on unpatented proprietary technologies. It is possible that others will independently develop the same or similar technologies or otherwise obtain access to the unpatented technologies upon which we rely for future growth and revenues. Failure to meaningfully protect our trade secrets, know-how or other proprietary information could adversely affect our future growth and revenues.

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

Our success is substantially dependent upon our proprietary technologies and our ability to protect our intellectual property rights. Exobox received a formal “Notice of Allowance” from the United States Patent and Trademark Office (USPTO) for its second patent, Application No. 11/591,112, issued on August 9, 2007. We currently have filed for 20 patent applications with the U.S. Patent Office and other foreign patent offices that relate to software security solutions. We rely upon our patent applications and trade secret laws, non-disclosure agreements with our employees, consultants and third parties to protect our intellectual property rights. The complexity of patent and common law, combined with our limited resources, create risk that our efforts to protect our proprietary technologies may not be successful. We cannot assure you that our patent applications will be upheld or that third parties will not invalidate our patent rights. In the event our intellectual property rights are not upheld, such an event would have a material adverse effect on us. In addition, there is a risk that third parties may independently develop substantially equivalent or superior technologies.

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

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

We may be unable to successfully compete against companies with resources greater than ours, if we are unable to protect our patent rights and trade secrets, or if we infringe on the proprietary rights of third parties .

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

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

Our industry is competitive and as such competitive pressures could prevent us from obtaining profits, forcing us to abandon or curtail our business plan and possibly liquidate our assets .

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

We are under a government investigation which clouds our ability to conduct business .

We rely upon key personnel and if any one leaves us our business plan and our business operations could be adversely effected .

We rely on our executives for our success. Their experience and inputs create the foundation for our business and they are responsible for the implementation and control over our development activities. We currently have six employment contracts and we do not hold “key man” insurance on any of these people. Moving forward, should they be lost for any reason, we will incur costs associated with recruiting replacement personnel and could face potential delays in operations. If we are unable to replace any one of them with other suitably trained individuals, we may be forced to scale back or curtail our business plan. As a result of this, your securities in us could become devalued.

Investors may face significant restrictions on the resale of our common stock due to federal regulations of penny stocks .

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

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FOR WARD-LOOKING STATEMENTS

Statements in this prospectus that are not descriptions of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular descriptions of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “expects,” “projects,” or similar terms, variations of such terms, or the negative of such terms. Forward-looking statements are based on management’s current expectations. Actual results could differ materially from those currently anticipated due to a number of factors, including those set forth under “Risk Factors.”

U SE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling shareholders. However, whenever IFG sells shares issued under the equity line we will have received proceeds when we originally put such shares to IFG. In addition, we will, receive approximately $894,500 in gross proceeds if all of the warrants for the underlying shares of common stock, the resale of which is being registered, are exercised. The proceeds received from any advance from IFG and the exercise of the warrants pursuant to the investment agreement will be used for payment of general corporate and operating expenses.

MAR KET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been traded under the stock symbol “EXBX” on the over-the-counter Pink Sheets market. The chart below breaks down the high and the low prices for our last two fiscal years which quotations reflect inter-dealer price, without retail mark-up, mark-down or commission, and may not reflect actual transactions. The trading price for our common stock has been, and we expect it to continue to be, volatile. During 2007 and 2006, the high and low prices were as follows:


Quarter Ended	High		Low
October 31,2007	$	0.42	$	0.20
July 31, 2007	$	0.55	$	0.35
April 30, 2007	$	1.15	$	0.15
January 31, 2007	$	0.55	$	0.35
October 31, 2006	$	0.60	$	0.25
July 31, 2006	$	1.50	$	0.15
April 30, 2006	$	18.00	$	1.10
January 31, 2006	$	22.00	$	1.35
October 31, 2005	$	1.50	$	1.35

On October 31, 2007 the last sales price of our common stock was 0.25 per share.

Holders

The approximate number of holders of record of our common stock is 71.

Dividends

We have not paid any cash dividends on our equity security and our board of directors has no present intention of declaring any cash dividends.

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B USINESS

Overview

Exobox was established as a network security development company to capitalize upon the growing need in the computer market for a reliable, efficient, effective and proactive network security system capable of protecting computers from the menace of cyber threats such as trojans, worms, viruses, spy ware and identity theft. Over the last three years, we have developed two proprietary, patent-protected software technologies that we believe meets this need by providing computers such protection without affecting workflow or requiring a continuously updated database of known viruses. Our proprietary approach to network security presents a different approach from the largely “reactive” network security software currently available from others. We believe our technology offers an effective solution to stop cyber threats. Further, it eliminates the need for CRC and viral database to drive retroactive file scanning,.

History

We were originally incorporated in December 1999 in the State of Nevada and we changed our name to Exobox Technologies Corp. in September 2005. On September 15, 2005, TMI Acquisition Corp., a newly formed, wholly-owned subsidiary of Exobox Nevada, merged into Exobox Technologies Corp., a Delaware corporation, and the shareholders of Exobox Delaware received 3,513,845 shares of Exobox Nevada convertible preferred stock (2,392,915 shares of Series A convertible preferred stock and 1,120,930 shares of Series B convertible preferred stock). The majority shareholders were and are three directors, Scott Copeland, Reginald Goodman and Marc Pernia.

During August, September and October 2007, all of the holders of the all of the Company’s Class A Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock converted into shares of the Company’s common stock. Due to the conversions the Company exchanged (i) 9,939,101 shares of common stock for 9,939,101 shares of our Class A Common Stock, (ii) 187,062,449 shares of our common stock for 2,031,986 shares of Series A Preferred Stock, (iii) 58,041,041shares of our common stock for 660,132 shares of Series B Preferred Stock and (iv) 14,013,930 shares of our common stock for 104,992 shares of Series D Preferred Stock. Therefore, as of October 17, there are no longer any shares of Class A Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock.

Effective September 10, 2007, we entered into a settlement agreement and mutual release with Manillo Investments, Ltd (“Manillo Settlement”), pursuant to which we agreed to issue Manillo Investment, Ltd a new promissory note in the principal amount of $500,000 with principal and accrued interest due in five years in exchange for Manillo Investment, Ltd. (i) cancelling a convertible note with an outstanding balance as of July 31, 2007 of $105,000, (ii) terminating the securities purchase agreement issued in connection with the convertible note, and (iii) assigning the Series C Preferred Stock owned by Manillo Investment, Ltd. to us. Therefore as a result of the Manillo Settlement, there are no Series C Preferred Stock outstanding.

The Industry and Markets

Due to the fundamental architecture of our technology, our goal is to develop variations which will result in several different products reaching across several different markets, including, but not limited to:

Endpoint and network Internet security

Intrusion Detection and Prevention

Security and other Administrative Policy Enforcement

Disaster/Data Recovery

Auditing/Reporting

IP Tracking

Data and Environment Mobility

Software Piracy Protection

Viruses, trojans and other cyber threats cost businesses and consumers billions of dollars each year by disrupting commerce and creating havoc in our fast-paced, communications-based world. Home user computer or a computer network safety continues to be one of the most vexing problems for individuals, banks, government institutions and millions of businesses. One virus alone can wipe out several days’ worth of vital transactions or destroy costly equipment. Computer security, be it for the individual user or network, is one of the foundational elements of a computer-based world that thrives on e-commerce and online transactions. Consider the following market statistics:

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Computer/Internet User Growth

According to IDC, the number of computer users worldwide is estimated to be more than 650 million and growing up to 15% annually.

VPN and Security Services (1)

The worldwide market for VPN services is estimated to grow from $23.4 billion in 2005 to $28.6 billion in 2009.

The worldwide market for network security services is estimated to grow from $4.8 billion in 2005 to $8.0 billion in 2009.

Network Security Appliance and Software (2)

The worldwide market for VPN appliances and software is estimated to grow from $2.9 billion in 2005 to $4.8 billion in 2009.

The worldwide market for IDS/IPS appliances and software is estimated to grow from $.5 billion in 2005 to $1.0 billion in 2009.

The worldwide market for gateway and antivirus appliances and software is estimated to grow from $.2 billion in 2005 to $.83 billion in 2009.

Endpoint and Network Anti-Virus Software (3)

The worldwide consumer market for antivirus software is estimated to grow from $2.76 billion in 2005 to $5.76 billion in 2009.

The worldwide enterprise market for antivirus software is estimated to grow from $2.03 billion in 2005 to $4.16 billion in 2009.

_________________________

(1)

Infonetics Research, VPN and Security Services, 2006; Company estimates.

(2)

Infonetics Research, Network Security Appliances and Software, 2005; Company estimates.

(3)

Frost & Sullivan, World Antivirus Market, 2006; Company estimates.

Business Model

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

The global market for such software is expanding rapidly as more businesses and consumers search for a proactive, effective solution to Internet viruses and other menaces that threaten to derail both the home user and computer networks. We intend to structure our business on a business-to-business licensing model. In doing so, we plan to identify the key providers in certain industries, geographic territories and market segments – including Internet service providers, banks and financial institutions, government agencies, software makers, computer hardware manufacturers, home PC users, business PC users, educational institutions, and e-commerce companies – and license the software for use by those institutions. We believe this model will eliminate significant expenses for inventory control, distribution, end user tech support and payroll.

Proposed Products

We have developed a proprietary, patented technology we believe to be capable of providing reliable, efficient and effective endpoint computer and network security against all cyber threats such as viruses, worms, trojans, host system compromises (e.g., rootkits), spyware, and identity theft.

Currently, we do not have sufficient funding to commence product development. We believe that a minimum of $7 million is required to develop, market and test our first generation of consumer and enterprise solution and derivative products. SUZ is an enterprise and home user endpoint security solution we plan to build using our patented technology for protecting, managing and auditing Windows® based computers such as workstations, desktops and laptops. A SUZ user environment will be isolated from the hosting computer system to the extent that all user interactions while in their SUZ user environment, including process execution, inter-process communication (IPC), file system I/O (input/output), Windows® registry I/O and network I/O, are isolated from the host computer systems operating environment. SUZ will manage all user transactions with objects local to and interfacing with the user environment. This transaction management will allow for granular control of the visibility/accessibility of all resources and services in both the computers local namespace and across the external domain. We believe this isolation of the user environment will protect the hosting computer, as well as endpoints sharing the local network, from any user transgressions, such as maliciously caused destruction, unauthorized modification, or unauthorized disclosure of data. Management via a server/agent component will provide for centralized enterprise level configuration, administration and reporting/auditing of SUZ user environments.

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From our SUZ technology platform, once we obtain the necessary capital resources, we anticipate developing the following products:

· SUZ IP Tracking Module, which is intended to enable companies to track documents from creation to present and allow for remediation, revocation, access control, encryption, signing and proximity controls;

· SUZ ‘Data Stick’, which is planned to allow its user to transfer his desktop/workspace as well as all data. By plugging the Exobox Data Stick into any computer, the user causes that computer to replicate the user’s original computing environment, including clock cycles, memory, operating systems, as well as the user’s wallpaper, URL history, documents, Outlook contacts and any other unique settings the user chooses;

· SUZ Disaster Recovery Module, which is intended to allow quick and easy back up of all data and settings on all network computers by containing each user’s data and settings in a SUEZ™ environment unique to each user;

· SUZ Policy Enforcement Module, which is planned to fully prevent any circumvention of administration policies by completely denying unauthorized users access to administration policy settings which permanently reside outside the unique SUZ environment; and,

· SUZ SDK Package, which is anticipated to be a comprehensive enterprise solution utilizing our SUZ technology platform.

Based on current market estimates, we anticipate that the completion of the above-mentioned products will require a minimum of $7,000,000 in funding and likely, substantially more, as we build up other aspects of our business during the development phase.

Business Model and Growth Strategy

We intend to implement a business-to-business licensing model that identifies key providers in certain industries, geographic locations and market segments – including Internet service providers, banks and financial institutions, government agencies, software makers, computer hardware manufacturers, business pc users, educational institutions and e-commerce companies – and license the software for use by those institutions. We believe this model will differentiate us from many traditional software companies.

Furthermore, our business strategy is to license our technology on a selective and worldwide basis to OEM, computer and software development and services companies which design and implement software and network systems for end users. Such companies include, but are not limited to IBM, Accenture, Bearingpoint, EDS, CSC Computer Sciences Corp. and Perot Systems. OEMs may include companies such as Dell, HP, Apple, Seagate, and EMC, among many others. To date, we have not entered into any arrangement or agreement with any of the above referenced companies.

Key elements of the business model we intend to implement include:

Target Leading Systems Companies in Multiple Large Markets. We intend to target systems companies in markets that we believe represent the greatest potential for sales of our products. We believe that by targeting these market leaders, we will place competitive pressure on other industry participants to license our core technology. We intend to actively participate with our licensees in their marketing and selling efforts to systems companies, develop applications, notes and other technical material to promote and support the SUZ technology in the marketplace, and provide technical support to licensees which have adopted our SUZ technology.

Leverage Business Model by Sharing Research and Development Efforts with Licensees . We believe that cooperative development efforts with our licensees will allow us to improve our technology and bring additional products and variations of our technology to market faster, cheaper and with broader support than would be possible if we were to attempt to develop, manufacture or sell our SUZ-based products on our own. While all the development of the fundamental technology and much of the specific process implementation will be done by us, we envision that a significant portion of the specific process implementation will be accomplished by the partner licensees. By spreading the cost of developing add-ons to our technology among all our licensees, which we will consider to be our partners in development, we believe our business model will permit us to maintain a relatively low cost structure and devote a relatively large portion of our resources to further research and development efforts which are directly related to our fundamental technology.

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Generate Revenue through a Combination of Licensing Fees and Royalties . We anticipate that in addition to gross royalties, licensees will generally pay a license fee to us. Part of these fees may be due upon the achievement of certain milestones, such as provision of certain deliverables by us.

Royalties, which are generally a percentage of the gross revenues that will be received by licensees on sales of their products based on our technology, will normally be payable by a licensee on sales occurring during the license term. For a typical systems application of our technology, we anticipate that we will receive royalties from the sale as they are shipped by our licensees. We currently anticipate that gross sales royalty rates will range from approximately 3% to 7%, and in some cases may decline based on the passage of time or on the total volume. The exact rate and structure of a royalty arrangement with a particular licensee may depend on a number of negotiated factors, including the amount of the license fee to be paid by the licensee and the marketing and engineering commitment made by the licensee.

Maintain Technology Leadership . We believe that we have developed a revolutionary technology for the protection of computer and network security and we are committed to continuing research and development efforts, both internally and in conjunction with our future partner licensees, to further improve the SUZ technology. We plan to continue our emphasis on research and development by assigning significant portions of our current and future engineering staff to developing future generations of our fundamental technology.

Marketing and Sales

Consistent with our anticipated business model, we plan to focus future sales and marketing activities on developing relationships with potential licensees of our technology and on participating with existing licensees in marketing, sales and technical efforts directed to systems companies and companies that market directly to home users. We anticipate that our sales and marketing efforts will include limited applications engineering and other technical support for systems companies, as well as trade shows, advertising and other traditional marketing activities.

To facilitate our product development we commissioned Wilson Research Group of San Carlos, California and E-Rewards of Scottsdale, Arizona to conduct a market survey of Fortune 400 companies. This survey provided us with the data needed to insure that our design documents properly address specific current industry needs and concerns. We also commissioned Matasano Security, Inc. to provide a threat modeling assessment to insure that our software was coded to protect from every possible vector of attack.

Research and Development

Our research and development efforts over the last three years have resulted in the filing of more than eighteen patent applications for our technology with additional patent applications forthcoming. In fiscal 2007 and 2006, we spent $0 and $0, respectively, in research and development.

We intend to focus our programming efforts on creating new applications from the SUZ technology. Currently, we have identified several different applications which we intend to build, if we obtain needed capital.

Competition

The markets for the products we plan to build are intensely competitive and are subject to rapid changes in technology. We expect competition to continue to increase in the future. We believe that the principal competitive factors affecting these markets include, but are not limited to performance, functionality, quality, customer support, breadth of product group, frequency of upgrades and updates, integration of products, manageability of products, brand name recognition, reputation, and price.

Most of the companies we will be competing against have longer operating histories, greater name recognition, stronger relationships with channel partners, larger technical staffs, established relationships with hardware vendors and/or greater financial, technical and marketing resources, all things that we do not have at this time. These factors may provide our competitors with an advantage in penetrating markets with their network security and management products.

Anti-Virus . Our principal competitors in the anti-virus market are Symantec and Computer Associates. Trend Micro remains the strongest competitor in the Asian anti-virus market. Sophos, Fsecure, Panda, and Dr. Ahn’s are also showing growth in their respective markets. As a result of its GeCAD Software acquisition, at some point we may also compete directly against Microsoft in the consumer market.

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Network Security and Intrusion Detection and Protection . Our principal competitors in the security market vary by product type. For intrusion detection and prevention products, we compete with Cisco Systems, Computer Associates, Fortinet, Internet Security Systems, NetScreen, Sourcefire, Symantec and TippingPoint Technologies. The markets for encryption and virtual private network, or VPN, products are highly fragmented with numerous small and large vendors. VPN competitors include hardware and software vendors, including telecommunications companies and traditional networking suppliers.

Other Competitors . In addition to competition from large technology companies such as HP, IBM, Intel, Microsoft, and Novell that may offer network and system protection products as enhancements to their operating systems, we also face competition from smaller companies and shareware authors that may develop competing products.

Protection of Intellectual Property

As we develop products and begin to market them, we may face a number of risks relating to our intellectual property, including unauthorized use and unauthorized copying, or piracy of our software solutions. Litigation may be necessary to enforce our intellectual property rights, to protect trade secrets or trademarks, or to determine the validity and scope of the proprietary rights of others. Furthermore, any patents that have been issued to us could be determined to be invalid and may not be enforceable against competitive products in every jurisdiction. Moreover, other parties have asserted and may, in the future, assert infringement claims against us. These claims and any litigation may result in invalidation of our proprietary rights. Litigation, even if not meritorious, could result in substantial costs and diversion of resources and management attention. In addition, third party licenses may not continue to be available to us on commercially acceptable terms, or at all.

To mitigate these risks, we intend to implement worldwide strategies on multiple intellectual property fronts. As part of this comprehensive strategy, we intend to initiate plans for our SOS (Secure Operating System, a foundational element of our SUZ technology) technology in respect to both domestic and foreign filings. With regard to the foreign filings, patent applications covering the SOS technology have been submitted in eleven different foreign countries.

Employees

We presently have six employees.

Legal Proceedings

In November 2006, we received a subpoena from the United States Securities & Exchange Commission requesting the production of documents from January 1, 2000 until present and testimony; this formal inquiry following up an informal inquiry commenced in September 2006. Documents requested included, without limitation, formation documents, minutes, records relating to payments or services rendered in exchange for as well as offering documents utilized in connection with the issuance of shares of capital stock, any correspondence with various current and former shareholders, vendors and other third parties, documentation surrounding the 2005 reverse triangular merger, as well as documentation relating to our business. The SEC continues to investigate matters related to our Company.

Facilities

Our current headquarters are located at 6303 Beverly Hill, Suite 210, Houston, Texas 77057.

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MA NAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The information contained in this section should be read in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this prospectus under the captions “Risk Factors,” “Selected Financial Data” and “Business.”

CRITICAL ACCOUNTING POLICIES

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

Development Stage Company

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

Start-up Costs

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

Research and Development

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

Income Taxes

The income tax benefit is computed on the pre-tax loss based on the current tax law. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates. No benefit is reflected for the fiscal year ended July 31, 2007.

Derivative Financial Instruments

We account for all derivatives financial instruments in accordance with SFAS No. 133. Derivative financial instruments are recorded as liabilities in the consolidated balance sheet, measured at fair value. When available, quoted market prices are used in determining fair value. However, if quoted market prices are not available, we estimate fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques.

The value of the derivative liabilities relating to the convertible note issued in September 2006 in the financial statements are subject to the changes in the trading value of our common stock and other assumptions. As a result our financial statements may fluctuate from quarter to quarter based on factors such as trading value of our common stock, the amount of shares converted connection with the convertible note. Consequently, our consolidated financial position and results of operations may vary from quarter to quarter based on conditions other than our operating revenue and expenses.

Derivative financial instruments that are not designated as hedges or that do not meet the criteria for hedge accounting under SFAS No. 133 are recorded at fair value, with gains or losses reported currently in earnings. All derivative financial instruments held by us as July 31, 2007, were not designated as hedges.

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As a result of the Manillo Settlement, the derivative liability of $2,025,042 will be reversed in the quarter endingOctober 31, 2007 and will no longer be reflected on our balance sheet at that date. Additionally, for the three months ended October 31, 2007, we will have a one time gain that will offset in the entirety the loss on derivative for that period.

RESULTS OF OPERATIONS THE TWELVE MONTHS ENDED JULY 31, 2007 COMPARED TO JULY 31, 2006

Net Sales . The Company has no sales since inception.

Research and Development Expenses . The Company had no research and development expenses for the year ended July 31, 2007 and July 31, 2006. The Company has incurred $288,259 in research and development expenses since inception but prior to the current fiscal year ending July 31, 2006.

General and Administrative Expense ("G&A") . The Company's G&A expenses for the years ended July 31, 2006 and 2007 decreased from $269,550 to $245,776. The increase was primarily due to the management of the company not being paid their full salary during the year.

Fair value of derivatives. The derivative liability is in connection with the convertible notes issued in September 2006, which was $2 million for the year ended July 31, 2007.

Liquidity and Capital Resources. As of July 31, 2007, we have current assets of $22,363 and current liabilities of $3,767,304, of which $2,025,042 is for a derivative liability and $105,000 is a convertible note payable. In connection with the Manillo Settlement, the $105,000 convertible note has been replaced with a long term note with an original principal amount of $500,000. Additionally, as a result of the Manillo Settlement, in which the Series C Preferred Stock was returned to us, the derivative liability of $2,025,042 will be reversed in the quarter ending October 31, 2007 and will no longer be reflected on our balance sheet on that date. Our current liquidity position only allows us to meet nominal working capital needs. We will need $750,000 to meet our working capital needs through fiscal 2008. In order to fund our product development, including marketing and testing, we will need to raise at least an additional $7,000,000, Moreover, we anticipate that we will need additional capital in excess of $7,000,000 million to continue to fund and expand our business operations.

Our inability to obtain immediate financing from third parties will negatively impact our ability to fund operations and execute our business plan. Any failure to obtain such financing could force us to abandon or curtail our operations. There is no assurance that we can raise additional capital from external sources, the failure of which could cause us to sell assets or curtail operations. We have no credit facilities in place or commitments to provide any financing and we have historically relied on best efforts debt and equity funding. Our auditors have issued a going concern opinion for our financial statements due to the substantial doubt about our ability to continue as a going concern.

Off Balance Sheet Arrangements

None.

Contractual Commitments

We have no material contractual commitments.

DIRECT ORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers .

The position(s) held by each of our executive officers and Directors as of November 12, 2007 are shown in the following table. Each Director serves until a successor is elected and has qualified.

Name	Age	Position
Robert B. Dillon	57	President, Chief Executive Officer and Chairman of the Board
Scott Copeland	41	Vice President of Operations and Director
Michael Wittenburg	59	Vice President of Business Development, Sec., Treasurer and Director
Marc Pernia	40	Chief Product Development Administrator and Director
Michael G. Wirtz	48	Vice President-Chief Financial Officer
Richard A. Evans, M.D.	63	Director

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Robert B. Dillon , a 1971 graduate of the University of Texas and a 1974 graduate of the University of Texas School of Law, is a practicing attorney and seasoned executive with thirty (30) years of litigation and transactional experience. Mr. Dillon has served as CEO, President and Chairman of the Board since April 2004. Prior thereto, Mr. Dillon was engaged in the private practice of law.

Scott Copeland , a co-founder of Exobox and co-inventor of its technology, is an expert programmer with world-wide experience in internet security gained during his employment with Compaq, Gateway, Matrix and Axis Host. Mr. Copeland has served as vice president and director since 2002. Prior to that time, Mr. Copeland was a self-employed computer consultant.

Michael Wittenburg has served as vice president of business development, secretary, and director since September 2005. From 2003 to 2005, Mr. Wittenburg was Regional Vice President with Master Plan. From 2002 to 2003, Mr. Wittenburg was Vice President of New Business Ventures for U.S. Health Works. Mr. Wittenburg earned a B.A. from the Warburg College and management training at the University of Iowa and Harvard University. He is an experienced and successful marketing and management professional with over 20 years of responsibility for marketing products internationally for such companies as Dornier Medical, a subsidiary of Daimler Benz A.G., Stuttgart, Germany; Edap Technomed Inc., Lyon France and PET (Positron Emission Tomography) Scans of America.

Marc Pernia has served as chief product development administrator and director since July 2003. From 1999 to 2002, Mr. Pernia was a Senior Unix Systems Administrator with Electronic Arts. Mr. Pernia is a Senior Unix Systems Administrator with an A.S. degree in Computer Science from Foothill College in 1994 and Computer Science studies at Stanford University, has extensive computer systems program development and administrative experience in the industry over the last 10 years for such Silicon Valley entities as Electronic Arts, Mind Source, the SETI Institute and the NASA Ames Research Center, as well as considerable experience in the configuration and maintenance of such software applications as Veritas, Weblogic, Netscape, iPlanet, Marimba, LDAP and *SQL, Tomcat, Apache and WebX.

Michael G. Wirtz has served as vice president and chief financial officer since 2005. Prior to working with the Company, Mr. Wirtz was self employed. Mr. Wirtz is a 1984 MBA graduate of Texas Tech University who also earned a B.S. degree in Accounting from the University of Mary. He is a financial professional with experience as a corporate comptroller for a group of marine companies and previously managed another public corporation.

Richard A. Evans , M.D. has served as a director since 2005. Mr. Evans is self employed and has been a practicing physician for the last 5 years . Mr. Evans received his Bachelor of Arts degree from Rice University in Houston, and his Doctor of Medicine and Master of Science (physiology and immunology) degrees from Tulane University School of Medicine in New Orleans. He pursued specialty training in general surgery at the University of California, School of Medicine, San Francisco and at Stanford University School of Medicine in Palo Alto. Dr. Evans completed his general surgery training at St. Joseph Hospital in Houston. This included training at the University of Texas M. D. Anderson Cancer Center and a one year fellowship in surgical oncology working under world renowned cancer specialist, Dr. John S. Stehlin, Jr. Dr. Evans maintains a private practice in oncology and alternative medicine in Houston, Texas. He founded the Texas Cancer Center, a 501(c)(3) nonprofit organization in 1998.

Other than Dr. Evans, none of the directors are independent as defined by Rule 10A-3 of the Exchange Act.

Executive Compensation of Management

Compensation of Management

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

Summary Compensation Table


Name Principal Position	Year Ended	Salary ($)		Bonus ($) (1)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Robert B. Dillon	7/31/07	$	240,000		-						-		-	$	240,000
Chairman, CEO, Pres. & Director	7/31/06	$	132,250	$	10,000		-		-		-		-	$	142,250
Scott Copeland	7/31/07	$	242,900		-		-		-		-		-	$	242,900
Vice President-Operations & Director	7/31/06	$	131,857	$	10,000		-		-		-		-	$	141,857
Michael C. Wittenburg	7/31/07	$	240,000		-						-		-	$	240,000
Vice President-Marketing & Director	7/31/06	$	132,250	$	10,000		-		-		-		-	$	142,250
Marc Pernia	7/31/07	$	244,000		-		-		-		-		-	$	244,000
Admin. & Director	7/31/06	$	131,923	$	10,000		-		-		-		-	$	141,923
Michael G. Wirtz	7/31/07	$	133,500		-		-		-		-		-	$	133,500
Vice Pres. & CFO	7/31/06	$	79,750	$	10,000		-		-		-		-	$	89,750

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Executive Employment Agreements

Mr. Dillon’s employment agreement provides for an annual salary of $240,000, is effective through October 1 2008, and automatically renews for successive one-year terms unless terminated. In addition, Mr. Dillon is eligible to receive an annual bonus based on performance criteria as determined by the compensation committee of the board of directors. Mr. Dillon receives customary fringe benefits.

Mr. Copeland’s employment agreement provides for an annual salary of $240,000, is effective through October 1 2008, and automatically renews for successive one-year terms unless terminated. In addition, Mr. Copeland is eligible to receive an annual bonus based on performance criteria as determined by the compensation committee of the board of directors. Mr. Copeland receives customary fringe benefits.

Mr. Wittenburg’s employment agreement provides for an annual salary of $240,000, is effective through October 1 2008, and automatically renews for successive one-year terms unless terminated. In addition, Mr. Wittenburg is eligible to receive an annual bonus based on performance criteria as determined by the compensation committee of the board of directors. Mr. Wittenburg receives customary fringe benefits.

Mr. Pernia’s employment agreement provides for an annual salary of 240,000, is effective through October 1 2008, and automatically renews for successive one-year terms unless terminated. In addition, Mr. Pernia is eligible to receive an annual bonus based on performance criteria as determined by the compensation committee of the board of directors. Mr. Pernia receives customary fringe benefits.

Mr. Wirtz’s employment agreement provides for an annual salary of $144,000, is effective through October 1 2008, and automatically renews for successive one-year terms unless terminated. In addition, Mr. Wirtz is eligible to receive an annual bonus based on performance criteria as determined by the compensation committee of the board of directors. Mr. Wirtz receives customary fringe benefits.

Business Protection, Severance and Non-Compete Agreements . Pursuant to the terms of each employment agreement with the executives listed above, each executive is subject to business protection, non-solicitation and non-compete covenants. These agreements contain restrictive covenants including a confidentiality provision and non-solicitation of employees and customers provisions that apply for one year after termination of employment. The non-compete provisions generally provides that the executive will not compete with us for a period ranging from one year after termination of employment, and in the event that termination is by us without cause, we are obligated to pay the executive his salary for such period.

Change in Control Agreements. Included in the employment agreements of each of the officers identified above are change of control provisions. The agreements have a term equal to the term of each employment agreement (subject to extension in our sole discretion) and provide certain benefits to the executive in the event the executive is terminated without cause or if the executive terminates his employment for good reason (as defined in the agreement). Upon a termination as a result of the change of control provision, we are obligated to pay an amount equal to 24 months of the executives then-current base salary, and all the rights and benefits the executive may have under all employee benefit, bonus and/or stock option plans and programs of or agreements with us.

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Outstanding Equity Awards at Fiscal Year End

The Company did not grant compensation in the form of stock options to the chief executive officer or the other executive officers listed within the Summary Compensation Table during fiscal year ended July 31, 2007. The Company has no outstanding exercised or unexercised stock options granted for compensation to any executive officer and as such has no aggregated option exercises in the last fiscal year or fiscal year end stock option value to report related to compensation. The Company did not provide compensation awards under any long-term incentive plan in fiscal year ended July 31, 2007.

Director Compensation

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

Certain Transactions

Mr. Dillon advanced an aggregate principal amount of $73,062.45 to us during the fiscal year ended July 31, 2007, this loan does not bear interest. We repaid principal of $71,262 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $1,800.

First Brampton Corporation, a corporation owned by the Robert B. Dillon 2005 Trust, advanced an aggregate principal amount of $83,000 to us during the fiscal year ended July 31, 2007, this loan does not bear interest.. We repaid principal of $0 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $83,000.

Mr. Wittenburg advanced an aggregate principal amount of $15,000 to us during the fiscal year ended July 31, 2007, this loan does not bear interest. We repaid principal of $0 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $15,000.

Mr. Pernia advanced an aggregate principal amount of $50,000 to us during the fiscal year ended July 31, 2007, this loan does not bear interest. We repaid principal of $0 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $50,000.

Mr. Wirtz advanced an aggregate principal amount of $25,000 to us during the fiscal year ended July 31, 2007, this loan does not bear interest. We repaid principal of $0 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $25,000.

Mr. Goodman advanced an aggregate principal amount of $20,000 to us during the fiscal year ended July 31, 2007, this loan does not bear interest. We repaid principal of $0 during the most recent fiscal year and the principal amount outstanding on July 31, 2007 was $20,000.

In October 2007, First Brampton Corporation, an entity owned by Mr. Dillion, converted 196,028 shares of Series A Preferred Stock into 18,046,127 shares of Class A Common Stock, which were subsequently converted into an aggregate 18,046,127 shares of our common stock.

In October 2007, Mr. Copeland converted 783,161 shares of Series A Preferred Stock into 72,096,961 shares of Class A Common Stock, which were subsequently converted into an aggregate 72,096,961 shares of our common stock.

In October 2007, Mr. Wittenburg converted 184,339 shares of Series A Preferred Stock into 16,970,050 shares of Class A Common Stock, which were subsequently converted into an aggregate 16,970,050 shares of our common stock.

In October 2007, Mr. Wirtz converted 8,784 shares of Series A Preferred Stock and 24,319 shares of Series B Preferred Stock into an aggregate 3,047,427 shares of our common stock.

In October 2007, Mr. Goodman converted 844,492 shares of Series A Preferred Stock into 77,743,027 shares of our common stock.

In October 2007, Mr. Evans converted 2,203 shares of Series D Preferred Stock into 294,048 shares of our common stock.

In October 2005, Mr. Evans acquired 2,203 shares of Series B Preferred Stock and a warrant to purchase 90 shares of our common stock with an exercise price of $0.20 per share in connection with a private placement for $20,000. In January 2007, the 2,203 shares of Series B Preferred Stock were transferred to 2,203 shares of Series D Preferred Stock.

On November 30, 2006 Mr. Pernia converted 252,813 shares of Series B Preferred stock into shares 23,216,697 of our common stock.

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On January 26, 2007, Mr. Wittenburg converted 3,000 shares of Series A Preferred Stock into 275,500 shares of class A common stock.

On February 8, 2007, Mr. Goodman converted 2,500 shares of Series A Preferred Stock into 229,584 shares of our common stock.

On February 26, 2007, Manillo Investors Ltd. converted 600 Series C Preferred Stock was converted into 549,902 shares of common stock.

On March 6, 2007, First Brampton Corporation converted 3,267 shares of Series A Preferred Stock into 300,020 shares of our class A common stock.

On April 27, 2007, Katherine Pernia converted 50,000 shares of Series A Preferred stock into 4,591,674 shares of our common stock.

On May 4, 2007, First Brampton Corporation converted 1,089 Series A Preferred Stock into 100,007 of our class A common stock.

On May 10, 2007, Mr. Goodman converted 5,000 shares of Series A Preferred Stock into 459,168 shares of our common stock.

On May 17, 2007, Mr. Wittenberg converted 8,113 shares of Series A Preferred Stock into 745,045 class A common Stock.

On June 1, 2007, First Brampton Corporation converted 4,814 shares of Series A Preferred Stock into 442,086 shares of our class A common stock.

On July 13, 2007, Mr. Copeland converted 100,000 shares of our Series A Preferred Stock into 9,183,348 shares of class A common stock.

On July 20, 2007, Sherman D. Pernia converted 126,398 shares of Series A Preferred Stock into 11,607,568 shares of our common stock.

On July 26, 2007, Suez Holding GmbH converted 50,000 shares of Series A Preferred Stock into 4,591,674 shares of our common stock.

On July 26, 2007, Mr. Mark Copeland converted 69,173 shares of Series B Preferred Stock in to 6,352,397 shares of our common stock.

On July 27, 2007, First Brampton Corporation converted 5,638 shares of Series A Preferred Stock into 517,757 shares of class A common stock.

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SECU RITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of November 12, 2007, information regarding the beneficial ownership of shares of common stock by each person known by us to own five percent or more of the outstanding shares of common stock, and by each of the named executive officers, directors, and all officers and directors as a group.

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

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

NAME AND ADDRESS OF BENEFICAL OWNER	SHARES OF COMMON STOCK
	BENEFICIALLY OWNED
	NUMBER	%
Scott Copeland(1)	81,008,318	23.23%
Marc Pernia	22,432,557	6.43%
Michael C. Wittenburg	17,044,175	4.89%
First Brampton Corporation (2)	18,046,127	5.18%
Robert B. Dillon (3)	-	-
Michael G. Wirtz	3,047,427	*
Richard Evans(4) (5)	7,931,407	2.27%
Reginald Goodman	77,818,095	22.32%
Anthony Gentile(6)	20,300,000	5.5 %
Officer and Directors (6 persons)	149,510,011	42.87%

* Less than 1%.

(1)	Mr Copeland’s address is 1710 Effie Lane, Pasadena, Texas 77502.

(2)	Mr. Dillon has investment and voting control for First Brampton Corporation.

(3)	Mr. Dillon does not own any shares of record but is deemed to be the beneficial owner of the shares owned of record by First Brampton Corporation.

(4)	Mr Evans’ address is 1709 Haver, Houston, Texas 77006.

(5)	This includes a warrant to purchase 90,000 shares of our common stock at $0.20 per share.

(6)

These shares are held by IFG and include 20,000,000 shares issuable pursuant to the Equity Distribution Agreement. IFG is the investor under the Equity Distribution Agreement and a holder of shares of our common stock. Anthony Gentile, the Portfolio manager of IFG, controls and makes all investment decisions for IFG. All the shares being registered for IFG under this registration statement have been issued or are issuable to IFG pursuant to the Equity Distribution Agreement which the Company entered into in November 2007.

EQUITY DISTRIBUTION AGREEMENT WITH IFG OPPORTUNITY FUND, LLC

Overview

In November 2007, we entered into a Equity Distribution Agreement with IFG Pursuant to the Equity Distribution Agreement, we may, at our discretion, periodically sell to IFG shares of common stock for a total purchase price of up to $10,000,000. For each share of common stock purchased under the Equity Distribution Agreement, IFG will pay us ninety-eight (98%) percent of the lowest daily volume weighted average price of our common stock during the five consecutive trading day period immediately following the date we notify IFG that the Company desire to access the Equity Distribution Agreement. The sale of the shares under the Equity Distribution Agreement is conditioned upon us registering the shares of common stock with the Securities and Exchange Commission. The Company will bear the costs associated with this registration. There are no other significant closing conditions to draws under the equity line, except as specified below.

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Equity Distribution Agreement Explained

Pursuant to the Equity Distribution Agreement, we may periodically sell shares of common stock to IFG to raise capital to fund our working capital needs. The periodic sale of shares is known as a draw-down. We may request a draw-down every five trading days. A closing will be held six trading days after such written notice at which time we will deliver shares of common stock and IFG will pay the draw-down amount. We may request draw-downs under the Equity Distribution Agreement once the underlying shares are registered with the SEC. Thereafter, we may continue to request draw-downs until IFG has advanced us a total amount of $10,000,000 or 30 months after the date of this prospectus, whichever occurs first.

We may not submit a request for a draw-down within five trading days of a prior request. The amount available under the Equity Distribution Agreement is not dependent on the price or volume of our common stock.

We do not have any agreements with IFG regarding the holding or distribution of stock.

We cannot predict the actual number of shares of common stock that will be issued pursuant to the Equity Distribution Agreement in part because the purchase price of the shares will fluctuate based on prevailing market conditions and we have not determined the total amount of draw-downs we intend to make. Nonetheless, we can estimate the number of shares of our common stock that will be issued using certain assumptions. Assuming we issued the number of shares of common stock being registered in the accompanying registration statement at the closing price on October 31, 2007, which was $0.25 per share, we would issue 40,000,000 shares of common stock to IFG for gross proceeds of $10,000,000, although in this registration statement we are only registering 20,000,000 shares of common stock.

For each share of common stock purchased under the Equity Distribution Agreement, IFG will pay us ninety-eight (98%) percent of the lowest daily volume weighted average price of our common stock during the five consecutive trading day period immediately following the date we notify IFG that the Company desires a draw-down. IFG will retain 3% of each draw-down under the Equity Distribution Agreement.

SELL ING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number or shares of our common stock beneficially owned by each selling stockholder as of the date of this prospectus, and the number of shares being offered by the selling stockholder. The table assumes that all warrants are exercised into shares of our common stock, that all such shares of common stock are sold pursuant to this offering and that no other shares of our common stock are acquired or disposed of by the selling stockholders prior to the termination of this offering. The shares of common stock being offered are being registered to permit public sales, and the selling stockholders may offer all or part of the shares for resale from time to time. All expenses of the registration of our common stock on behalf of the selling stockholders are being borne by us. We will receive none of the proceeds of this offering.

Except as set forth in the footnotes to the table below, no selling stockholder has held any position nor had any material relationship with us or our predecessors or affiliates during the past three years.

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Selling Stockholder	Shares Beneficially Owned Before Offering		% Ownership Before Offering			Amount Offered		Shares Beneficially Owned after Completion of this Offering		Percent of Outstanding Shares
IFG Opportunity Fund ⁽¹⁾		20,300,000		5.50	%		20,300,000		-		-
Fred C. Colston III ⁽²⁾		384,048		*			90,000		294,048		*
Brett Anthony Davis ⁽²⁾		384,048		*			90,000		294,048		*
Theodore L. Harris ⁽²⁾		384,048		*			90,000		294,048		*
James Randall Bradshaw ⁽²⁾		384,048		*			90,000		294,048		*
Christopher S. Sadler ⁽³⁾		768,096		*			180,000		586,656		*
Debbie White ⁽²⁾		384,048		*			90,000		294,048		*
Steve LaCaze ⁽²⁾		384,048		*			90,000		294,048		*
Sharon Wilkinson Griffith ⁽²⁾		2,001,339		*			90,000		1,911,339		*
Thomas J. Colston, Sr. ⁽²⁾		384,048		*			90,000		294,048		*
Margaret F. Herman ⁽²⁾		384,048		*			90,000		294,048		*
Paul D. Martinez ⁽²⁾		1,286,786		*			90,000		1,196,786		*
Zelda D. LaCaze ⁽²⁾		384,048		*			90,000		294,048		*
Chris Hoover ⁽²⁾		384,048		*			90,000		294,048		*
Joyce M. Harris ⁽⁶⁾		95,912		*			22,500		73,412		*
Max Bowen ⁽³⁾		768,096		*			180,000		588,096		*
Doyle B. Lohman ⁽²⁾		384,048		*			90,000		294,048		*
James Robert Crawford ⁽⁴⁾		1,152,145		*			270,000		882,145		*
David H. LeBrock		384,048		*			90,000		294,048		*
Sara D. Herman ⁽²⁾		384,048		*			90,000		294,048		*
Robert L. Hammons, Sr. ⁽²⁾		384,048		*			90,000		294,048		*
Phyllis Burgin George ⁽²⁾		384,048		*			90,000		294,048		*
Richard A. Evans ⁽⁵⁾		7,931,407		2.27	%		90,000		7,841,407		2.22	%
Albert Mendoza Jr. ⁽²⁾		384,048		*			90,000		294,048		*
Richard B. Marks ⁽²⁾		384,048		*			90,000		294,048		*
Linda D. Marks ⁽²⁾		384,048		*			90,000