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~~April 293, 2014

[exobox8knov2014final001.jpg]

(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)

(949) 945-8069

(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~~2

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.

OnEffective ~~January~~upon ~~29,~~the ~~2014,~~filing ~~and~~of inthe ~~consideration~~amendment ofto ~~approximately~~the ~~$50,000~~Articles inof ~~cash,~~Incorporation ~~the~~set ~~Company~~forth ~~issued~~in Item 5.03,~~000~~ ~~shares~~the ofCompany ~~Series~~accepted Dthe ~~Convertible~~conversion ~~Preferred~~by ~~Stock~~Mr. toShaun ~~its~~Irvine, ~~sole~~the executive officer and director, ~~Shaun~~of ~~Irvine.~~his ~~On the Closing~~5, ~~we will issue 40,~~000~~,000~~ shares of ~~Common~~Series ~~Stock~~D ofConvertible ~~the~~Preferred ~~Company~~Stock according to ~~shareholders~~their ofterms ~~PDX~~into ~~Partners~~500, ~~Inc. and its designees, We will also issue 20,~~000,000 shares of common stock. ~~for~~Upon the conversion of ~~debt~~all to5,000 ~~less~~outstanding ~~than~~shares ~~ten persons. The issuance~~ of ~~shares~~Series ~~was~~D ~~and~~Convertible ~~will~~Preferred beStock ~~exempt~~into ~~under~~common ~~Section~~stock, ~~4(2) of~~ the ~~Securities~~Series ~~Act~~D asConvertible aPreferred ~~transaction~~Stock, ~~not~~which ~~involving~~was ~~any~~authorized ~~public~~by ~~offering~~the orCertificate ~~solicitation~~of ~~and~~Designation ~~also~~filed ~~exempt~~on ~~under~~January ~~Section~~20, ~~4(6)~~2014, asshall ancease ~~offering solely~~ to ~~accredited~~be ~~persons~~authorized.

~~Item~~The ~~5.01~~conversion ~~Changes~~was Inexempt ~~Control~~from registration under Securities Act Section 3(a)(9) as an exchange of securities of the ~~Registrant~~issuer without the payment of additional consideration.

~~A change of control will take place on the Closing~~Item 5.03 Amendments ~~The~~to ~~current~~Articles ~~control person is Shaun Irvine, who holds all~~ of ~~the~~Incorporation ~~outstanding~~or ~~Series~~Bylaws; DChange ~~Convertible Preferred Stock, giving him the right to convert into, and~~ in ~~the~~Fiscal ~~interim exercise the voting power, of 500 million shares of common stock~~Year. ~~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.~~

On November 25, 2014, the Company filed a previously approved amendment to its Articles of Incorporation. The amendment was approved by the Board of Directors and by the majority shareholder acting by consent action pursuant to the Nevada General Corporation Law. The amendments are as follows: the number of authorized common stock was increased from 500 million to 3,000,000 shares; the par value was reduced from $.001 to $.00001 per share; the previously authorized but unissued Series A, B and C Convertible Preferred Stock was deleted; and the Series D Convertible Preferred Stock was also deleted effective upon the conversion of all 5,000 outstanding shares. (See Item 83.0102 ~~Other~~above) The ~~Events~~par value of the common and preferred stock was reduced since the common stock is currently trading below par value.

AThe 1increase in authorized common stock and the elimination of the specifically authorized Series A-~~for~~D ~~2000~~of ~~reverse~~preferred stock was ~~declared~~to simplify the Company’s capital structure. The Articles of Incorporation authorized the issuance of up to 10 million shares of preferred stock, with such preferences and limitations as may be determined by the Board of Directors. onThat ~~January~~provision 29was unchanged in the amendment, ~~2014~~but since the Series A-D Convertible Preferred Stock was eliminated, the full 10 million shares are available for issuance. The ~~record~~Company ~~date~~has ~~and~~no expresent ~~date~~plans ~~will~~to beauthorize ~~determined~~the issuance of any of the preferred stock.

~~The Registrant intends to provide additional information with respect to the business of CBG as soon as practicable~~.

Item 9 8.01 Other ~~Financial Statement and Exhibits.~~Events

(On April 3, 2014, the Company filed an action against Zachary Tsambis in the United States District Court, District of Nevada for interference with prospective economic advantage and civil conspiracy. The Company alleges that Tsambis and others damaged the Company by filing a~~) Financial~~ ~~Statements~~lawsuit in Texas, which ultimately prevented the Company from acquiring an equity interest in another corporation. Through discovery in the Nevada case the Company acquired the names of ~~Business~~several ~~Acquired~~individuals and one business that conspired with Tsambis to damage the Company by filing the Texas lawsuit. The Company has moved the Nevada court for permission to name the following as co-conspirators in the

~~The required audited financial statements of CBG, interim financial statements and pro forma statements will be filed as required at or following the Closing.~~ 3

~~(b) Pro~~Nevada ~~Forma Financial Information.~~case:

~~The required audited financial statements of CBG, interim financial statements and pro forma statements will be filed as required at or following the Closing.~~ 4

~~(c) Shell~~James ~~Company~~Patrick ~~Transactions~~Kerr South Belt Air Conditioning and Heating, Inc. Eddy Carpenter Scott Carpenter Ronnie Ragone Mike and Dorthy Rodgers Atakis Kontoulis James Kubecka Osama Gataani Rick Hoover Slade Lewis Leona Robinson Nick Distefano Zandy Williams Charles Sharpless Ted Ramirez Mike Rodgers Kevin Lochridge Bruce Gale Charles Sharpless Donald Bielat Fern Travis Jill Cox John Barnes Kevin Lochridge Kevin Morris Lonnie Anderson Marc Cabian Michael Rougeou Mike Bowen Nick Distefano Noah Franklin Charles Sharpless Constatine Tsou Rick Hoover Phylllis George Randy Hudson Candice Morris Raymond Morris Mike Bowen Sharon Baker Stephen Thornton Steve Adams Steven Cain Steven Peairson Ted Ramirez Vicki Davis William McIlvride JoAnn Tsambis John Adling Mark Anderson Nicole Lawrence Osama Gataani Phyllis George Phillip Ochs Robert Hammons Ron Swanson Sean Metts Sharon Baker Steve Adams Takis Kontoulis Welsey Hendley

~~Not applicable.~~ 5

~~(d) Exhibits.~~ SIGNATURE

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization between the Company and PDX Partners, Inc. dated January 29, 2014.

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.

~~SIGNATURE~~By: /s/ Shaun Irvine

~~Pursuant~~Shaun ~~to the requirements of the Securities Exchange Act of 1934~~Irvine, ~~the~~Chief ~~registrant~~Executive ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

ByDated: ~~/s/~~November ~~Shaun~~26, ~~Irvine~~2014

~~Shaun Irvine, Chief Executive Officer~~6

Dated: February 10, 2014

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