Exobox Technologies Corp (EXBX)

[iagman]

so you don't think that having no debt...
Yeah, that would be great...if true!
If they have liability of $3,512,385 and Kampa has agreed to pay off only $340,000, how does that equal zero debt?

THIS IS THE TOTAL LIABILITIES AS OF 7-31-2010
P.14- From the Balance Sheet- Total Current Liabilities 3,512,385
P. 21- As of July 31, 2010, we have current assets of $ 0 and current liabilities of $3,512,385

(Definitions- Gentlemen: This Asset Purchase Agreement ("Agreement") is dated December ___, 2010, by and among Burnt Hickory Company, LLC ("Buyer") and Suez Technology Corp. (“Suez”), a Florida corporation, and
Exobox Technologies Corp. (“Exobox”), a Nevada corporation (collectively, Suez and Exobox are herein called "Seller. ").

P23, par.f- Buyer acknowledges and agrees to accept the Assets with the liens set forth in the SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time) dated January 11, 2010, by and between Exobox and Aaron Feldman and related parties, and their successors and assigns, the principal and related interest due thereon (the "Security Agreement Liens"), but at the Closing such debt and the Security Agreement Liens will be cancelled and deemed null and void thereafter.

Burnt Hickory has NOT agreed to pay off ALL debt, only the liens set forth in Security Agreement. How much are those? From 10K Exobox filed for the Fiscal year ended July 31, 2010
www.exobox.com/docs/Form%2010k_jULY_31_2010.pdf

10K, p 6-7: $340,000: On December 21, 2009 the company was loaned $25,000 by Dr. Feldman with 10% due 9/21/10; the note was convertible tostock @$.06/sh. On January 7, 2010 the company was loaned $30,000 by Kampa and $30,000 by Wittenburg. On January 11, 2010 the company entered into an Agreement to purchase up to $300,000 principal of Secured Convertible Promissory notes. An agreement ,“Security Agreement” was signed by Feldman, Kampa, Wittenburg,Wirtz, Van Ryder, Hughes and White. On January 15, 2010 the company borrowed $5,000 from Wirtz. On March 19, 2010 the company borrowed $25,000 from Dr Feldman. On March 31, 2010 the company borrowed $50,000 from Hughes and $100,000 from White. On March 29, 2010 the company executed a note payable to Kampa for $44,000for accrued payroll of $40,000 and $4,000 paid for legal fees. On March 29, 2010 the company executed notes payable to Van Ryder in the amount of $15,000 and Wirtz $15,000. All the notes were at 10% with approximately a nine month maturity. On March 29, 2010 all the individuals who purchased the convertible notes for collateral agreed to have equal lien on them and no one shall exercise remedy until majority approval. The notes purport to be secured by the Company’s technology. The total of these notes were $340,000 as of July 31, 2010.

The way I see it, Exobox will still be chin-high in debt after transferring everything of value to Burnt Hickory. Shareholders will be invested in a company worth negative millions and the $615K won't be paid until, "Note Payable (“Note”) of $615,000 which shall be interest free for initial 24 months, thereafter accruing interest at 6% per annum. Repayment of principal will commence once Buyer has realized $3 million in net profits from operations before depreciation."

Consider this, Burnt Hickory will have to code the software, market and sell it and then make $3 million NET before giving Exobox a dime. How would EXBX last long enough to see any money?
If any of my reasoning above is incorrect, please document your correction so we all can make decisions based on facts.
iagman