FOR SALE: $615,000.00
Note Receivable 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 assist with its business plan;
4. The Company is continuing with its business
plan of attempting to clean up its balance sheet commenced in early January
2011;
5. The Company is continuing to explore and develop relations with possible business combination
candidates
.
"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 Richard 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 Kampa 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 upon 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.)
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 $615,000 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. Upon validation of the Note Receivable the
company embarked upon a strategy of negotiating complete release of Exobox Technologies Corp by Exobox debt
holders in return for a secured interest in the Burnt Hickory, LLC note payable and/or stock. All royalities
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. In addition, as
of May 15, 2011 Exobox had reached agreement and is executing paperwork which would eliminate all the Texas Work Force
claims against it, thus allowing it to have a bank account again without fear of being garnished. 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) s developed, (2) have independent certifications, (3) the inventor has a track record of success in the
industry.
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 upon 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. Specifically:
.
"The following paragraphs of Part IV mention Exobox by name but contain allegations as to wrongful
actions of individual defendants
only: ¶ 25.
Creation of Exobox by Defendants as a sham corporation; control of float of Exobox stock in the marketplace by
Defendants; all
actions “designed to provide financial benefit to the Defendants to the detriment of Exobox and Class
Members.” (emphasis
added)"
.
Exobox has 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 Sonfield’s tradability 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.
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 disparage current
management efforts. Management is regretful of the lawsuit leaders intentions 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.