FOR SALE: Note Receivable
in the face value of $615,000 from Burnt Hickory, LLC. Serious inquires only Exoboxceo@gmail.com .
CURRENT STATUS
1. The Company is actively taking steps that it believes are in the
best interest of the Company and shareholders;
2.
The Company added members to its Advisory Board and concluded consulting agreements with others;
3. The Company
is seeking an appropriate amount of financing to defend itself against shareholder lawsuits;
.
"What
has Occurred since October 2010"
.
On October 5th, 2010 the current officers
of the corporation assumed their duties and picked up the records from a Self-Storage Center and began the process of evaluating
the current condition of the company. Management determined that the company was insolvent and only had been held
together by a series of loans from shareholders. Another part of the review was to evaluate the current status
of the technology, concepts, patents, and software it owned. The Company approached former vendors with first hand knowledge,
experts and consulted with founding members in order to evaluate the technology and software. During the
review current management found that past efforts of the company founders and other specialists who had attempted to sell
the technology were unsuccessful. The company was in possession of an appraisal of SOS software in the amount of
$250,000.00. The general consensus was that technology changes over time. Upon completion
of the review and analysis of the results of that review, the company embarked upon a course to sell its
technology and use what resources it could secure from the sale to attempt to reinvigorate the company economically.
Management had researched and defined some 36 issues it had to deal with by late November 2010.
Some, but not all, of all the issues the company faced, follow:
1. The company's
SUEZ technology concepts were never developed as software, coded or flow charted.
2.
The company could
not maintain a bank account because of a Texas Work Force lien exceeding $60,000 against it ;
3. The company (a Nevada Corporation) had not filed for
authority to do business in Texas at any time previously;
4. The company had no working capital, office, computers
or office equipment;
5.
The company had no revenues;
6.
The companys financial statement listed debt in excess of $3.4 million;
7. Management determined that Exo-Detect was blue
screening (freezing up) and that the original presentation of the
software did not include a integrated "front end"
and that the "front end" was not completed as of October 2010;
8. Ted Ernst ( the company's Chief Technological Officer who was dismissed ) had sued and
the Company's attorneys had withdrawn;
9.
Behr Construction had sued the company and the Company's Attorney's had withdrawn;
10. Exobox was listed as a defendant on a Class Action lawsuit
in Federal Court but had not been formally served;
11. The company did not have funds to pay for large retainers in order to defend itself in
a Federal Court action if served;
12.
The company's incorporation in Nevada was about to be dissolved
13. The company had spent $135,000 with accountants early in 2010;
however two years income tax returns had not been filed; and
14. Previous management had a history of issuing stock
at the beginning of consulting agreements before services were preformed.
Each issue had to be defined, analyzed and then a plan of action had
to be developed to deal with them all. Given the above issues and many others which are not listed, the board developed
a plan of action whose ultimate goal was to reinvigorate the company economically. On October 5, 2010 the board
inherited a Letter of Intent (not Definitive Agreement) whereby the company would sell its technology to a Kampa led
group. The Letter of Intent was never completed, partially because of (1) the lack of a of a Definitive
Agreement and (2) a lack of adequate funding by the Group. The Board reviewed the original Letter of Intent
which expired on 10/15/2010 and determined to try to re-approach Mr. Richard Kampa to see if a sale could be accomplished.
Finally a new Letter of Intent was agreed to and executed. Subsequently the company raised the funds
and held a shareholders meeting on January 20, 2011 where the sale received shareholder approval. Included in
the New Letter of Intent was the inclusion of a percentage of patent infringement law suit revenues (This item was not
addressed in previous Letter of Intent.) Collection by Exobox of any revenues from the sale of its technology is
dependent on Burnt Hickory, LLC ability, but not limited to, obtaining a grant, equity partner or financing to pursue
the development of software, the ability of Burnt Hickory, LLC to develop the software successfully, the ability of Burnt
Hickory, LLC to successfully sell the software, and the ability of Burnt Hickory, LLC to initiate and prosecute a patent infringement
lawsuit. As of
February 1, 2011 Burnt Hickory, LLC has not been able to obtain the funds to begin development the
technology.
Major
items that occurred at the January 20. 2011 shareholders meeting were:
1. A proposal to give the authority to the Board of Directors
to sell all the companies technology passed;
2. A proposal to ratify the creation of and transfer of the company's technology
to a wholly owned subsidiary Suez Technologies Corp. passed;
3. A proposal to approve past actions of the Board of Directors was on the
agenda but was withdrawn;
4. A proposal which asked shareholders to approve a reverse stock split leaving approximately 27%
of the company in the hands of current shareholders was not approved;
5. The meeting was opened up for motions from the floor.
A motion from the floor to give authority to the Board to effect a reverse stock split, if the Board saw the need, seconded
and voted upon. The proposal, as made, would leave a minimum of 33% of the company in the hands of current
shareholders and was passed unanimously . As of December 24, 2011 the Board has not taken any further action on
this motion.
.
On May 8, 2011 all the elements necessary to complete the sale of all the companies
technology, patents and software were completed and thus the validity of the Note Receivable was achieved. As
part of management's plan and Agreement with Burnt Hickory, LLC, the Note Receivable became the only asset
of Exobox's 100% wholly owned subsidiary, SUEZ Technologies Corp. SUEZ Technologies Corp was established as part of the Company's
November 2011 business plan to hold the note receivable from Burnt Hickory, LLC in an effort to accomodate the Company's
of debt reduction plan. Thestrategy was to negotiate complete release of Exobox Technologies Corp by Exobox debt
holders in return for a secured interest in the Burnt Hickory note payable and/or stock. All future royalties,
if the product is developed and under the Agreement were either payable to Exobox or assigned to Exobox. Since
October 2010 Exobox has reduced its indebtedness and Exobox continues to negotiate. Exobox has continually attempted to settle all outstanding lawsuits and debts.
.
Exobox has continually explored business combinations
and merger candidates. Exobox management is looking for merger candidates that have technology that is
(1) developed, (2) has independent certifications, (3) the inventor has a track record of success in the
industry. Exobox was been under severe attack on public board by a shareholder lead group, this has increased the
companies ability to (a) secure funding; (b) secure board members and (c) secure interest in any potential merger or
business combination.
Exobox was served with the State Shareholder Class Action lawsuit on May 31, 2011. The company evaluated the
service and found it to be defective in several areas. Then, under advice of attorney's, the Company moved
to accept it, re-define it and defend itself and began its proactive defense. Exobox attorney's maintain
the Class Action lawsuit was so vague that an Answer to the petition could not be produced. Based on attorney's
advice and analysis of the Class Action, the company filed a motion to require plaintiff's to produce a "More
Definitive Statement" followed by a "Motion to Dismiss". The Class Action Complaint maintains that defendants, mostly attorney's, issued themselves stock and entered into transactions
that may not of been in the best interest of Exobox Technologies Corp. and/or its shareholders. Exobox retained attorney's and defended its position. Shortly after accepting service Exobox's attorney's filed motions
for Dismissal and/or a Motion for a More Definitive Statement. On January 23, 2012 Exobox received a Court order in the Class Action directed against the Company.
The Company’s Motion for Dismissal was “granted in part”. The Court said that
they would allow the Plaintiff’s to amend only on the narrow issues identified in Court: 1) to add factual allegations
relating to public disclosure of a Sonfield’s trading letter; and 2) to plead any additional facts showing that, under
Janus, Sonfield “made” any misstatements in Exobox’s public filings. The Plaintiff’s have 20 days to amend and
submit. It is reasoned that the order restricts that the only claims against Exobox that will be allowed
to go forward are those made in its public filings: Plaintiffs’ claims against Exobox
are limited to the misstatements contained in Exobox’s public filings, which the Amended Complaint clearly, and appropriately,
attributes to Exobox. “Sonfield prepared and filed a Form 10-SB registration statement on behalf of Exobox.”
In other action, Exobox’s Motion for a More Definitive Statement was denied. Management has taken
the position that Exobox Technologies Corp should of been a co-plaintiff in the Class Action. Any response from Class
Action attorney's was due on or about February 12, 2012.
In November 2011 Exobox
and members of current management and Board members were sued in Harris County District Court by shareholders for a Declaratory
Judgement to among other things change the management of the company. The Company and individual defendants
maintain that the suit contains untruths, distortions and half-truths told in story like fashion in order to further disparage
current management efforts. Management is regretful of the lawsuit leaders intentions and their boasts that
the effort is "entertaining" and has developed a plan to actively pursue remedies, legal options, settlement
and/or counter suits if necessary.
"SAFE HARBOR STATEMENT"
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This presentation may contain forward-looking statements
that involve risks and uncertainties. The statements in this release are forward-looking statements that are made pursuant
to safe harbor provision of the Private Securities Litigation Reform Act of 1995. Actual results, events and performance could
vary materially from those contemplated by these forward-looking statements. These statements involve known and unknown risks
and uncertainties, which may cause China Crescent's or any other Company named in this email's actual results in future periods
to differ materially from results expressed or implied by forward-looking statements. These risks and uncertainties include,
among other things, product demand and market competition. You should independently investigate and fully understand all risks
before making investment decisions.
HISTORICAL SUMMARY
.
Exobox Technologies Corp principal office is located in Pensacola, Florida. The July
31, 2010 10K financial reports reported liabilities in excess of $3 Million Dollars and a very small amount of assets.
The company, as originally conceived, applied for 3 US Patents for technology which were approved. The
company had also applied for approximately 18 foreign patents. Two of the patents related to SOS technology and 1 to a concept
known a SUEZ Technology. The company could not or did not develop software in order to be able to sell either SOS or
SUEZ patents technology and as a result could not bring the concepts to market. During 2011 the patents
and concepts and related assets were sold to Burnt Hickory, LLC a private Delaware Corporation. Early in 2009 the company changed
its focus under developed a product called Exo-Detect, and realized revenues of approximately $25,000 from its sale.
Late in
2009 the company announced that it curtailed operations and released all its employees. A week later the
company announced that it entered into an agreement to acquire $20,000,000 worth of Oil and Gas properties from a company
owned primarily by Sam Skipper. That acquisition never was finalized and as a result the company issued
30,000,000 shares of its stock to Mr. Skipper to unwind the transaction. As of October 2010 the company was also defendant in 3 lawsuits.
In October 2010,
the current CEO secured the records of the company which were stored in a local self-storage unit in Houston, Texas after
the Marquardt office location had been vacated. The records that were picked up approximately 20 boxes of records
(approximately 10 of which related to patents), the new management did not receive any equipment except one broken computer
and less than $1,000 cash. The CEO on October 5, 2010 was at least the 5th succeeding CEO’s over the past 12 months
and was subsequently re-elected at a shareholders meeting in January 2011. A course of action to reorganize the company
operations had been approved by the board in November and December 2010 and implementation of that plan has been and continues
to be in process. Part of the plan included giving the authority to the board of directors to effect a reverse stock
split to in order to create equity with which to negotiate with business combination. Under the plan the board submitted
to the then current shareholder’s, the shareholders would had had approximately 28% of the company’s authorized
stock after a reverse split. An additional part of that plan was creation of and transfer of the company’s technology
to a 100% owned subsidiary, SUEZ. The strategy of a reverse split was voted down at the shareholder’s meeting
by a margin of approximately 12 million shares but the transfer of the technology to SUEZ was approved by a large margin.
Late
in 2009 the Company agreed to accept Mr. Richard Kampa, from Atlanta, as an outsider on the board of directors. Mr.
Kampa had a six months employment contract with the company and resigned in March 2010. Later in 2010, a Kampa lead
group proposed to purchase the patents of the company which was approved by the Exobox Board with a scheduled closing date
of October 15, 2010. The Kampa group allowed their October 15, 2010 option to expire and forfeited the earnest deposit
for lack of funds. Since that time, an additional Letter of Intent from the Kampa Group (Burnt Hickory, LLC) has
been negotiated and the company has subsequently completed the sale. The closing provided for the sale of all the patents,
technology and software known as ExoDetect and related concepts such as ExoWatch. Terms of the sale under the current
agreements would include the assumption of debt in the principal amount of $340,000 plus accrued interest by Burnt Hickory
LLC (a Delaware Corporation) and issuance of a note payable in the amount of $615,000to Exobox’s 100% owned subsidiary
SUEZ plus royalties.
Shareholder
Class Action Lawsuit. On October 27, 2011 Class Action attorneys filed pleadings opposing Exobox's Motion
to Dismiss which was filed almost 5 months ago. Class Action attorney's have asked the court
to allow them to file a late response as they "inadvertently forgot to file an answer to Exobox's Motion to Dismiss". Exobox's position
is that the this action has put a cloud of uncertainty over its present ongoing efforts to economically reinvigorate
itself and the continued prosecution of
this case against Exobox hinders the Company's efforts to attract resources.
Exobox continues to aggressively and closely monitor the case.
Currently, the company does not have any operating revenues.