Exobox Technologies Corp (EXBX)

[A/Cguy]

I find this interesting. Obviously the EXBX team is cooperating with the SEC since March 2007. Their attorney's filed this.

http://www.secinfo.com/d1Za67.v2q.htm

March 30, 2006

Mail Stop 4561

Mr. Hugh Fuller
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Exobox Technologies Corporation, a Nevada corporation ("Issuer")
Registration Statement on Form 10-SB
File No. 0-51689

Dear Mr. Fuller:

In response to your oral request, we are providing the following
supplemental information:

Business-History and Organization

The Issuer undertakes to include in their Form 10-KSB for the current
fiscal year, a discussion of the business reason for the reverse triangular
merger followed by the parent-subsidiary merger. In substantially the following
language:

Management of Exobox Technologies Corp. was of the opinion
that a publicly owned corporation is better able to attract investment
capital to develop and market its technology because of the enhanced
awareness in the capital markets and transparency of its financial
affairs. Therefore, management concluded that by combining with a
non-operating blank check or shell corporation, the resulting entity
would no longer be a blank check or shell corporation and the
shareholders of the former JinPin, Inc. would represent a public float
and result in the conversion of Exobox Technologies Corp. from a
privately owned to publicly owned company. The triangular merger
resulted in the original Exobox Technologies Corp. private Delaware
company becoming a wholly owned subsidiary of the former JinPin, Inc.,
a publicly owned Nevada company. Management believed that the
parent-subsidiary relationship was cumbersome and uneconomical and,
therefore, followed the triangular reverse merger with a
parent-subsidiary merger so that the two constituent companies came
together as a publicly owned Nevada corporation named Exobox
Technologies Corp.

Recent Sales of Unregistered Securities

The last subheading under the heading "Recent Sales of Unregistered
Securities" relates to transactions with MCC Financial Services Advisors, Inc.
Our intention when drafting the Registration Statement was to have the
discussion with respect to exemptions from registration in the first paragraph
under the heading "Recent Sales of Unregistered Securities" apply to each of the
transactions discussed under the heading. This will confirm that the 50,000
shares of restricted common stock of the Issuer issued to MCC Financial Services
Advisors, Inc., as part of their compensation, was issued in reliance on the
exemption from registration in Rule 506 under Section 4(2) of the Securities Act
of 1933.

Future Registration Statements

The Securities Purchase Agreement between the Issuer and Manillo
Investors Ltd. dated September 20, 2005 is slightly different from the classic
P.I.P.E. transaction in that the Issuer is not contractually obligated to file a
registration statement covering the resale of the shares issued to Manillo
Investors Ltd. As a result, based upon the present circumstances, the Issuer has
no present intention to file a registration statement on Form SB-2, or any other
appropriate form, covering either the conversion of the Series C Preferred Stock
to be issued to Manillo Investors Ltd or the resale of the common stock issued
upon conversion.

If you have any further or additional questions or comments, please let
me know.

Yours very truly,
/s/Robert L. Sonfield, Jr.
-----------------------
Robert L. Sonfield, Jr.
Managing Director

RLSjr/ldo

cc: VIA FACSIMILE ONLY
Mr. Robert B. Dillon
President and CEO
Exobox Technologies Corp.