Exobox Technologies Corp (EXBX)

[FunkyCoolModena]

So here was the proposed deal I believe. Make of it whatever you want. Call it whatever you want.






Press Release:
http://quotes.stocknod.com/about/news/read/26350172/exobox_technologies_corp._announces_acquisition_of_cheribum_builders_group_llc.

8-K:
http://www.sec.gov/Archives/edgar/data/1335002/000100233414000006/f8kacquisition.htm

8-K:
http://www.sec.gov/Archives/edgar/data/1335002/000100233414000006/sharex.htm








http://quotes.stocknod.com/about/news/read/26350172/exobox_technologies_corp._announces_acquisition_of_cheribum_builders_group_llc.



Exobox Technologies Corp. Announces Acquisition of Cheribum Builders Group LLC.

Exobox Technologies Corp. (trading symbol EXBX:OTC, the “Company”) is pleased to announce that it has executed a Share Exchange Agreement (the “Agreement”) with PDX Partners Incorporated. (“PDX”) to acquire the controlling interest (the “Interest”) in Cherubim Builders Group LLC. (“CBG”).

The Current operations, technologies, and patents of EXBX are being spun out in a new company with a 1 for 1 share distribution, this will leave the current shareholders with the same shares in EXBX as well as their newly found shares in CBG.

The Company has been working on the financials to bring the Company current in all past filings and expects to have this finished approximately at the same time as the closing of the Agreement.

Under the terms of the Agreement for the acquisition; The Company will complete a reverse of 1 share for each 2,000 shares currently owned, and will acquire the controlling Interest of CBG, by issuing 40,000,000 post reversed Common shares of the company. The transaction is expected to occur on or before February 28, 2014, unless mutually extended by both parties.

The transaction will be considered a Reverse Merger and Reorganization for reporting purposes and will undertake a name change to Victura Construction Group Inc.

CBG has three operating subsidiaries in the construction industry: WaterMasters Restoration Inc., Metroplex Home Repair, Inc. DBA Gregg Construction and Designer Lane, each with its own business model. These companies can be found at www.cherubimllc.com.

Gregg Construction Company

Gregg Construction Company (“Gregg”) specializes in Water, Fire and Storm Restoration and Reconstruction services. Gregg has 41 years of servicing the residential restoration arena and insurance industry, providing prompt, certified 24-hour emergency services to the Dallas-Fort Worth and surrounding areas.

WaterMasters Restoration Inc.

WaterMasters Restoration, Inc. (“WaterMasters”) also specializes in Water, Fire, and Storm restoration and reconstruction services, with an emphasis on large loss occurrences. WaterMasters provides incomparable large loss project management and execution that saves the Insurance Carriers money in ALE (alternative living expenses) and gets the Homeowners back into their home in a shorter time span, creating value for both parties.

Designer Lane

Designer Lane was created as a material supply company to service its sister companies Gregg and WaterMasters. Designer Lane, delivers a one-stop kitchen, bathroom, and outdoor living space design and renovation service, quickly and efficiently. Due to Industry Relationships and Volume Purchasing, construction material(s) used by builders, general contractors and multi-family developers can also be acquired at a competitive pricing through the Company.

About Exobox Technologies Corp.

Exobox Technologies Corp. develops information risk management and security solutions that help organizations protect and recover their most valuable information assets. It is committed to its vision to create a more secure environment for the information-centric community through the development of new technologies and security service.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: oil and gas prices, general economic or industry conditions, nationally and/or in the communities in which our company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our access to capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting our company's operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.

Contact:

Exobox Technologies Corp.

Shaun Irvine, Chief Executive Officer

[phone]

[e-mail]


Contacts:

Exobox Technologies Corp.
Shaun Irvine, 949-945-8069
Chief Executive Officer
[e-mail]




















http://www.sec.gov/Archives/edgar/data/1335002/000100233414000006/f8kacquisition.htm



8-K 1 f8kacquisition.htm 8-K






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): January 29, 2014













(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)




[phone]

(Telephone number, including area code)



















Forward Looking Statements



This Form 8-K and other reports filed by Exobox Technologies Corp. from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that is based upon 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 Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to us or our management, identify forward-looking statements. Such statements reflect our current view with respect to future events and are 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.



Except as required by applicable law, including the securities laws of the 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 unaudited consolidated financial statements therein, of Exobox Technologies Corp. as filed with the Securities and Exchange Commission.



In this Form 8-K, references to “we,” “our,” “us,” or the “Company” refer to Exobox Technologies Corp. and its subsidiaries and controlled companies.



Item 1.01 Entry Into A Material Definitive Agreement



Pursuant to an Agreement and Plan of Reorganization dated January 29, 2014, the Company agreed to acquire all a majority (50.01%) of the equity interests in Cherubim Builders Group, LLC("CBG") from PDX Partners, Inc. for 40,000,000 post split shares of Common Stock of the Company (the "Common Stock") at the Closing of the Agreement, which is expected to take place on February 28, 2014. Immediately prior to Closing, and giving effect to the issuance of 20,000,000 shares in conversion of 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 rounding up of fractional shares and odd lots.



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.



CBG is a general contractor in the construction industry.



Item 2.01 Completion of Acquisition or Disposition of Assets



See disclosure in Item 1.01.



Item 3.02. Unregistered 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



























































http://www.sec.gov/Archives/edgar/data/1335002/000100233414000006/sharex.htm




EX-2 3 sharex.htm AGREEMENT






SHARE EXCHANGE AGREEMENT



THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is dated January 29, 2014, and is by and between Exobox Technologies Corp, a Nevada corporation (the "Company") and PDX Partners Inc, a Colorado Corporation ("PDX") (individually referred to herein as Party and collectively as Parties) with respect to member interests of Cherubim Builders Group, LLC ("CBG").



R E C I T A L S



WHEREAS, PDX has acquired 50.01% of the member interest of CBG (the “Interest”), which is engaged as a general contractor of residential and multifamily properties in Texas;



WHEREAS, the Company is listed on the Pink Sheets under the symbol EXBX; and



WHEREAS, the Board of Directors of the Company and PDX deem it advisable that the Company acquire the Interest in CBG by the issuance of new PDX common stock.



A G R E M E N T



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in reliance upon the representations and warranties hereinafter set forth, the parties agree as follows:



I. SHARE ISSUANCE



1.1

Issuance of Shares. The Company agrees to acquire all, and PDX agrees to sell, all of the Interests it owns in CBG, when and if acquired by PDX, in exchange for 40,000,000 shares of new common stock of the Company (the "Shares") to be issued in accordance with Schedule I annexed hereto. This number of Shares gives effect to a proposed 1-for-2000 reverse stock split (the "Reverse") in the Company's common stock. As of the date of this Agreement, the Company has approximately 475,000,000 shares of Common Stock outstanding, and is expected, as a result of the reverse stock split (but prior to the issuance of rounding shares in the reverse stock split) to have less than 250,000 outstanding shares, such that after the issuance of the Shares the Company shall have approximately 40,250,000 shares outstanding of common stock. The parties acknowledge that the Company currently has certain loans outstanding, and the Company shall settle these liabilities by the issuance of 20,000,000 shares of common stock (the "Settlement Shares") upon Closing. Following Reverse, the issuance of the Shares and the Settlement Shares, there will be approximately 60,250,000 shares outstanding.



1.02. Closing. The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place as soon as the following events have occurred, but in no event later than February 28th 2014 unless such date is extended in writing by all Parties.



1.02 (a)

A PCAOB audit shall have been completed on the Company for a period of two years, ending December 31, 2013.

1.02 (b)

A PCAOB audit shall have been completed on CBG for a period of two years, or as required by the requirements of the Securities and Exchange Commission, as contemplated by this transaction.

1.02 (c)

The Company shall have completed a holding company reorganization.

1.02 (d)

The Company shall have completed all necessary documents to accomplish the Reverse.



1.03.

Deliveries. The parties will deliver the following documents to the law office of

Hand & Hand, to be held in escrow pending Closing and the satisfaction of other conditions set forth in the Escrow Agreement:



1.03(a). PDX shall deliver an assignment of all of the Interests of CBG which it owns to the Company.



1.03(b). The Company shall deliver a board resolution for the issuance of the Shares and the Settlement Shares, together with undated resolutions of the Board of Directors electing Patrick J. Johnson and Gary D. Fewell as directors, and Patrick J. Johnson as interim chief executive officer, and Gary D. Fewell as chief operating officer and LaDonna Thorne as secretary.



1.03(c). The Company shall deliver the resignations of all of its current officers and directors.



1.03(d). The Company and the proposed new directors, and officers will agree in writing to convert the note issued by the company, into the Settlement Shares.



1.03(e). An agreement mutually satisfactory to the parties, signed by the Company and the directors and officers set forth in Section 1.03(b), that for three years following the Closing, the Company will not issue any shares of Common Stock for a consideration of less than $.25 per share. This Agreement shall be delivered to the Company's transfer agent.



1.03 (f). Following Closing, the Company shall not issue any shares of Common Stock until such time as the Promissory Note referred to in 2.3(d) of the Escrow Agreement is paid in full.



1.03 (g). Shaun Irvine shall deliver all shares of Series D Convertible Preferred Stock for cancellation.





II.

REPRESENTATIONS AND WARRANTIES OF PDX.



PDX represents and warrants to the Company that it has sole right to acquire the Interest in CBG (the "Interest"); that such Interest represents no less than 50.01% of the outstanding membership interests in CBG; that no options or other rights to acquire CBG interests are outstanding; and that its assets, liabilities and results of operations are accurately set forth in the financial records delivered to the Company.





III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY



The Company hereby represents and warrants to PDX that its financial information provided to PDX as of December 31, 2013 is correct in all material respects. The Company also represents that it intends to dispose of all of its assets and liabilities Post-Closing, excluding liabilities to be satisfied per 1.01 above



IV.

CERTAIN AGREEMENTS



4.01

The Company shall file for the Reverse and the holding company reorganization as soon as practicable. The Company also will become current in all its filings with the Securities and Exchange Commission as soon as practicable. The Company will pay for all costs associated to bring the filings current up to the date of closing, with the exception of audits required by PDX.



4.02

The parties acknowledge that the former management of the Company has been given an option to purchase the current operations of the Company. In order to effectuate this option, immediately following the Closing and the holding company reorganization, the operating subsidiary will be sold.





V.

Miscellaneous Provisions





5.01. Finder's Fees, Investment Banking Fees. Neither PDX nor the Company have retained or used the services of any person, firm or corporation in such manner as to require the payment of any compensation as a finder or a broker in connection with the trans­actions contemplated herein.





5.02. Tax Treatment. The transactions contemplated hereby do not qualify as a so-called "tax-free" reorganization under the provisions of Section 368 of the Code. The parties acknowledge, however, that they each have been represented by their own tax advisors in connection with this transaction; that neither has made any representation or warranty to the other with respect to the treatment of such transaction or the effect thereof under applicable tax laws, regulations, or interpretations; and that no attorney's opinion or private revenue ruling has been obtained with respect to the effects thereof under the Internal Revenue Code of 1986, as amended.





5.03. Further Assurances. From time to time, at the other party's request and without further consideration, each of the Parties will execute and deliver to the others such documents and take such action as the other Party may reasonably request in order to consummate more effectively the transactions contemplated hereby.





5.04. Parties in Interest. Except as otherwise expressly provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, beneficiaries, personal and legal representatives, successors and assigns of the parties hereto.





5.05. Entire Agreement; Amendments. This Agreement, documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns.





5.06. Headings, Etc. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.





5.07.

Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require.





5.08.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.





5.09.

Governing Law. This Agreement shall be governed by the laws of the State of Nevada (excluding conflicts of laws principles) applicable to contracts to be performed in the State of Nevada.



IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as the date first above written.


PDX PARTNERS, INC.

EXOBOX TECHNOLOGIES CORP.





By:

/s/ Patrick Johnson

By:

/s/ Shaun Irvine

Patrick Johnson

Shaun Irvine

President President