8-K 1 exobox8k105010.htm EXOBOX FORM 8-K FOR OCTOBER 5, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D)

of the

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August~~January 729, ~~2013~~2014

[f8kacquisition001.jpg]

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)


000-51689		88-0456274
(Commission File Number)		(I.R.S. Employer Identification No.)

1770 Ximeno Avenue, # 104
Long Beach, California		90804
(Address of Principal Executive Offices)		(Zip Code)

(Former name or former address, if changed since last report.)

5780 Avenida Robledal Pensacola, FL 32504

(949) 945-8069

(Telephone number, including area code)

~~ITEM~~Forward ~~5.02~~Looking ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Statements

OnThis ~~August~~Form 5,8-K ~~2013,~~and ~~Jacob~~other Preports filed by Exobox Technologies Corp. from ~~Cukjati~~time ~~resigned~~to astime ~~Chairman~~with ofthe Securities and Exchange Commission (collectively the ~~Board~~“Filings”) ofcontain ~~Directors~~or may contain forward-looking statements and ~~Alexander~~information ~~Hall~~that ~~resigned~~is asbased aupon ~~member~~beliefs of, and information currently available to Exobox Technologies Corp.’s management, as well as estimates and assumptions made by management. When used in the ~~Board~~Filings ofthe ~~Directors~~words ~~after~~“anticipate,” ~~appointing~~“believe,” ~~Shaun~~“estimate,” ~~Irvine~~“expect,” to“future,” “intend,” “plan” or the ~~Board~~negative of ~~Directors. Mr.~~these ~~Irvine~~terms ~~will~~and ~~also~~similar ~~serve~~expressions as ~~Chief~~they ~~Executive~~relate to us or our management, identify forward-looking statements. Such statements reflect our current view with respect to future events and ~~Financial~~are ~~Officer~~subject to risks, uncertainties, assumptions and other factors relating to industry, our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

~~Biographical~~Except ~~Information~~as required by applicable law, including the securities laws of ~~Sole~~the ~~Officer~~United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the periodic reports, including the audited and ~~Director~~unaudited consolidated financial statements therein, of Exobox Technologies Corp. as filed with the Securities and Exchange Commission.

~~Mr.~~In ~~Irvine~~this ~~joined~~Form ~~Exobox~~8-K, inreferences ~~August~~to ~~2013~~“we,” as“our,” ~~Chief Executive Officer. Before joining Exobox~~“us,” ~~Mr.~~or ~~Irvine~~the ~~has~~“Company” ~~been~~refer ~~engaged~~to asExobox aTechnologies ~~sales~~Corp. and ~~marketing~~its ~~consultant~~subsidiaries ~~Mr.~~and ~~Irvine~~controlled ~~attended The California Polytechnic State University through 2004, with courses in Business Administration~~companies.

~~ITEM~~Item 81.01 ~~Other~~Entry ~~Events~~Into A Material Definitive Agreement

~~The~~Pursuant ~~Company~~to ~~has~~an ~~temporarily~~Agreement ~~relocated~~and ~~its~~Plan ~~offices~~of Reorganization dated January 29, ~~and~~2014, isthe ~~seeking~~Company ~~for~~agreed ~~new~~to ~~office~~acquire ~~space~~all ina majority (50.01%) of the ~~Los~~equity ~~Angeles~~interests ~~metropolitan~~in ~~area~~Cherubim Builders Group, LLC("CBG") from PDX Partners, Inc. ~~The~~for ~~focus~~40,000,000 post split shares of Common Stock of the Company ~~over~~(the "Common Stock") at the ~~next~~Closing ~~few~~of ~~months~~the Agreement, which is expected to ~~bring~~take place on February 28, 2014. Immediately prior to Closing, and giving effect to the ~~Company~~issuance ~~current~~of 20,000,000 shares in ~~its~~conversion ~~financial~~of ~~reporting~~debt, and the cancellation of the Series D Convertible Preferred Stock, there shall be approximately 40,250,000 shares of Common Stock outstanding, and so that after Closing the Company shall have outstanding 60,250,000 shares of Common Stock. The foregoing share numbers give effect to a proposed 1-for 2000 reverse stock split, but before giving effect to the issuance of additional shares in connection with the ~~Securities~~rounding up of fractional shares and ~~Exchange~~odd ~~Commission~~lots.

~~SIGNATURE~~In connection with the Closing, the Company intends to effect a holding company reorganization and spin the current operations of the Company to its current common shareholders on a 1-for-1 basis. In the spin off, each shareholder will receive one new share for each share currrently held. The completion of the spin-off would be subject to regulatory approval.

~~Pursuant~~CBG tois ~~the~~a ~~requirements~~general ofcontractor ~~the~~in ~~Securities Exchange Act of 1934,~~ the ~~registrant~~construction ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~industry.

~~By:~~Item ~~/s/~~2.01 ~~Shaun~~Completion ~~Irvine~~of Acquisition or Disposition of Assets

~~Shaun~~See ~~Irvine,~~disclosure ~~Chief~~in ~~Executive~~Item ~~Officer~~1.01.

~~Dated:~~Item ~~August~~3.02. 7,Unregistered ~~2013~~Sales of Equity Securities.

On January 29, 2014, and in consideration of approximately $50,000 in cash, the Company issued 5,000 shares of Series D Convertible Preferred Stock to its sole officer and director, Shaun Irvine. On the Closing, we will issue 40,000,000 shares of Common Stock of the Company to shareholders of PDX Partners, Inc. and its designees, We will also issue 20,000,000 shares of common stock for conversion of debt to less than ten persons. The issuance of shares was and will be exempt under Section 4(2) of the Securities Act as a transaction not involving any public offering or solicitation and also exempt under Section 4(6) as an offering solely to accredited persons.

Item 5.01 Changes In Control of the Registrant

A change of control will take place on the Closing. The current control person is Shaun Irvine, who holds all of the outstanding Series D Convertible Preferred Stock, giving him the right to convert into, and in the interim exercise the voting power, of 500 million shares of common stock. This is equivalent to approximately 51% of the Company's outstanding shares on a fully diluted basis. The identity of the new control persons following the Closing will be determined at that time.

Item 8.01 Other Events.

A 1-for 2000 reverse stock was declared by the Board of Directors on January 29, 2014. The record date and ex date will be determined.

The Registrant intends to provide additional information with respect to the business of CBG as soon as practicable.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired.

The required audited financial statements of CBG, interim financial statements and pro forma statements will be filed as required at or following the Closing.

(b) Pro Forma Financial Information.

The required audited financial statements of CBG, interim financial statements and pro forma statements will be filed as required at or following the Closing.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization between the Company and PDX Partners, Inc. dated January 29, 2014.

SIGNATURE

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

By: /s/ Shaun Irvine

Shaun Irvine, Chief Executive Officer

Dated: February 10, 2014

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