U.S.
      SECURITIES AND EXCHANGE COMMISSION
                Washington,
      D.C. 20549
                
                Form
      10-Q
 Mark
      One
                      x QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934
                      For
      the quarter ended December 31,
      2008
                      
                      o  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934
                      
                      For
      the transition period from ______ to _______
  Commission File No. 000-52753
 
 Playbox
      (US) Inc.
                                  (Name
      of small business issuer in its charter)Nevada
                                  (State
      or other jurisdiction of incorporationor
      organization)
                                n/a
                                  (I.R.S.
      Employer Identification No.)Suite 3.19, 130 Shaftesbury
      Avenue,London, England WID
      SEU
                                  (Address
      of principal executive offices)+44 (0) 20 7031
      1189
                                  (Issuer’s
      telephone number)n/a
                                  (Address
      of prior principal executive offices if changed from last
      filing)Securities
      registered pursuant to Section
                                  12(b)
      of the Act:
                                Name
      of each exchange on which
                                  registered:NoneSecurities
      registered pursuant to Section 12(g) of the Act:Common Stock,
      $0.001(Title
      of
Class)
  Indicate
by checkmark whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
  Yes x  No o
  Indicate
by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
   Large accelerated
      filer o
              Accelerated filer
      oNon-accelerated
      filer o
              Smaller reporting
      company  x
  Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes x No o
  Applicable
Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five
Years.
  N/A
  Indicate
by checkmark whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a
court.  Yes o  No o
  Applicable
Only to Corporate Registrants
  Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the most practicable date:
  Class
              Outstanding
      as of  February 12, 2009Common
      Stock, $0.001
              54,186,299
  Table of Contents
 1
 PLAYBOX
(US) INC.
  Form
10-Q
 
 Part
      1
                            FINANCIAL
      INFORMATIONPageItem 1.
                            Financial StatementsBalance
      Sheets
                            3Statements
      of Operations
                            4Statements of Stockholder Equity
                            5Statements
      of Cash Flows
                            6Notes
      to Financial Statements
                            7Item 2.
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            13Item 3.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            20Item 4.
                            Controls
      and Procedures
                            20Part
      II.
                            OTHER
      INFORMATIONItem 1.
                            Legal
      Proceedings
                            22Item 2.
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            22Item 3.
                            Defaults
      Upon Senior Securities
                            23Item 4.
                            Submission
      of Matters to a Vote of Security Holders
                            23Item 5.
                            Other
      Information
                            23Item 6.
                            Exhibits
                            24
  Table of Contents
 2
 PART
I
 
 ITEM
1.FINANCIAL STATEMENTS
  Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Balance SheetsUNAUDITEDAs
      of
                                                                                              
                                                                                              
                                                                                              As
      ofWednesday,
                                                                                                December
      31, 2008
                                                                                              
                                                                                              
                                                                                              Tuesday,
                                                                                                September
      30, 2008ASSETSCurrent
      AssetsCash
      of Continuing Operations
                                                                                              
                                                                                              $
                                                                                              382
                                                                                              
                                                                                              
                                                                                              $
                                                                                              382Cash
      of Discontinued Operations
                                                                                              
                                                                                              
                                                                                              4,749
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,749Total
      Cash
                                                                                              
                                                                                              
                                                                                              5,131
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,131Prepaid
      Expenses
                                                                                              
                                                                                              
                                                                                              698,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0Current
      assets - Discontinued Operations
                                                                                              
                                                                                              
                                                                                              1,391
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,391Total
      Current Assets
                                                                                              
                                                                                              
                                                                                              704,522
                                                                                              
                                                                                              
                                                                                              
                                                                                              6,522Equipment,
      net of depreciation
                                                                                              
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              0TOTAL
      ASSETS
                                                                                              
                                                                                              
                                                                                              704,522
                                                                                              
                                                                                              
                                                                                              
                                                                                              6,522LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                                                                                              
                                                                                              $
                                                                                              52,934
                                                                                              
                                                                                              
                                                                                              $
                                                                                              49,636Accrued
      liabilities
                                                                                              
                                                                                              
                                                                                              2,250
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,500Due
      to Related Parties
                                                                                              
                                                                                              
                                                                                              44,958
                                                                                              
                                                                                              
                                                                                              
                                                                                              323,858Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                                                                                              
                                                                                              
                                                                                              144,790
                                                                                              
                                                                                              
                                                                                              
                                                                                              181,750Current
      Liabilities - Discontinued Operations
                                                                                              
                                                                                              
                                                                                              64,217
                                                                                              
                                                                                              
                                                                                              
                                                                                              64,217Total
      Current Liabilities
                                                                                              
                                                                                              
                                                                                              309,149
                                                                                              
                                                                                              
                                                                                              
                                                                                              623,961Long
      Term LiabilitiesLoans
      Payable
                                                                                              
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              0Total
      Long Term Liabilites
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              0309,149
                                                                                              
                                                                                              
                                                                                              
                                                                                              623,961STOCKHOLDERS’
      DEFICIENCYCapital
      StockPreferred
      StockAuthorized:  5,000,000
      shares with $0.001 par value. Issued: Nil
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Common
      StockAuthorized:
      100,000,000 common shares with $0.001 par valueIssued:  54,186,299
      (December 31, 2008)
                                                                                              
                                                                                              
                                                                                              54,186
                                                                                              
                                                                                              
                                                                                              
                                                                                              29,66329,663,293
      (September 30, 2008)Obligation
      to issue shares
                                                                                              
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              2,000Additional
      paid-in capital
                                                                                              
                                                                                              
                                                                                              4,090,609
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,105,212Accumulated
      Comprehensive Loss
                                                                                              
                                                                                              
                                                                                              45,867
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,847Deficit
      - Accumulated during the development stage
                                                                                              
                                                                                              
                                                                                              (3,795,289
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (3,760,161
                                                                                              )395,374
                                                                                              
                                                                                              
                                                                                              
                                                                                              (617,439
                                                                                              )$
                                                                                              704,522
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,522The
      accompanying notes are an integral part of these consolidated financials
      statements.
 
 Table of Contents
 3
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Statements
      of OperationsUNAUDITEDCumulativeFromIncorporationFor
      the Three Months
                                                                                                      
                                                                                                      
                                                                                                      For
      the Three Months
                                                                                                      
                                                                                                      
                                                                                                      Friday,
      May 02, 2003Ended
                                                                                                      
                                                                                                      
                                                                                                      Ended
                                                                                                      
                                                                                                      
                                                                                                      toWednesday,
                                                                                                        December
      31, 2008
                                                                                                      
                                                                                                      
                                                                                                      Monday,
                                                                                                        December
      31, 2007
                                                                                                      
                                                                                                      
                                                                                                      Wednesday,
      December 31, 2008General
      and Administrative ExpensesAccounting
      and auditing
                                                                                                      
                                                                                                      
                                                                                                      1,500
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      22,030
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      267,758Bank
      Charges
                                                                                                      
                                                                                                      
                                                                                                      62
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      228
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,996Consulting
      fees
                                                                                                      
                                                                                                      
                                                                                                      7,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      30,677
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      274,004Depreciation
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,887Development
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      228,692Filing
      fees
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      8,226Intellectual
      properties
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,500,000Investor
      relations
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      18,000Legal
                                                                                                      
                                                                                                      
                                                                                                      9,750
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      17,724
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      130,777Marketing
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      38,838Office
      & Miscellaneous
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      13,990Salaries
      & Benefits
                                                                                                      
                                                                                                      
                                                                                                      15,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,161
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      229,811Transfer
      agent fees
                                                                                                      
                                                                                                      
                                                                                                      1,816
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      8,441Travel
      & Entertainment
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,038Total
      General and Administrative Expenses
                                                                                                      
                                                                                                      
                                                                                                      35,128
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      74,819
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      3,726,459(35,128
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (74,819
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (3,726,459
                                                                                                      )Income
      (loss) from Continuing OperationsIncome
      (loss) from Discontinued Operations
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (4,334
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (61,924
                                                                                                      )Other
      Income (Expense)Foreign
      exchange gain (loss)
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (1,305
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (7,786
                                                                                                      )Interest
      income
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      0
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      881Loss
      for the period
                                                                                                      
                                                                                                      $
                                                                                                      (35,128
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      (80,458
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      (3,795,289
                                                                                                      )Loss
      per Share – Basic and Diluted
                                                                                                      
                                                                                                      $
                                                                                                      0.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (0.00
                                                                                                      )Weighted
      Average Shares Outstanding
                                                                                                      
                                                                                                      
                                                                                                      42,239,263
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      28.845.139Comprehensive
      LossNet
      Loss
                                                                                                      
                                                                                                      
                                                                                                      (35,128
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (80,458
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (3,795,289
                                                                                                      )Gain
      (loss) on foreign exchange translation
                                                                                                      
                                                                                                      
                                                                                                      40,020
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      12,073
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      45,867Total
      Comprehensive Loss
                                                                                                      
                                                                                                      
                                                                                                      4,892
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (68,385
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (3,749,422
                                                                                                      )The
      accompanying notes are an integral part of these consolidated financials
      statements.
 
 Table of Contents
 4
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Statements
      of Stockholders' EquityUNAUDITEDDeficit
      AccumulatedAdditional
                                      
                                      
                                      During
      the
                                      
                                      
                                      Accumulated
                                      
                                      
                                      TotalCommon
      Stock
                                      
                                      
                                      Common
      Stock Issuable
                                      
                                      
                                      Paid-in
                                      
                                      
                                      Development
                                      
                                      
                                      Comprehensive
                                      
                                      
                                      Stockholders’Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      Capital
                                      
                                      
                                      Stage
                                      
                                      
                                      Gain
      (Loss)
                                      
                                      
                                      DeficiencyShares
      issued for cash at $2.00 per share – August 21, 2003
                                      
                                      
                                      6
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      2
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      2.00Stock
      Split– April 30, 2004
                                      
                                      
                                      570
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Shares
      issued for cash at $0.18 per share – April 30, 2004
                                      
                                      
                                      4,344,749
                                      
                                      
                                      
                                      4,345
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      9,046
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      13,391Shares
      issued for consulting at $0.18 per share -September 30,
    2004
                                      
                                      
                                      235,010
                                      
                                      
                                      
                                      235
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      498
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      733Loss
      for the year
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (74,576
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (74,576
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      710
                                      
                                      
                                      
                                      710Shares
      issued for consulting at $0.019 per share -November 2,
2004
                                      
                                      
                                      235,010
                                      
                                      
                                      
                                      235
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      548
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      783Shares
      issued for consulting at $0.019 per share - February 1,
    2005
                                      
                                      
                                      235,010
                                      
                                      
                                      
                                      235
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      548
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      783Shares
      issued for consulting at $0.144 per share – April 21, 2005
                                      
                                      
                                      57,553
                                      
                                      
                                      
                                      58
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,378
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,436Shares
      issued for consulting at $0.019 per share – April 28, 2005
                                      
                                      
                                      705,042
                                      
                                      
                                      
                                      705
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,645
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,350Shares
      issued for debt at $0.148 per share - April 28, 2005
                                      
                                      
                                      6,187,050
                                      
                                      
                                      
                                      6,187
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      152,877
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      159,064Loss
      for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (176,296
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (176,296
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,823
                                      )
                                      
                                      
                                      (2,823
                                      )Acquisition
      of PlayBOX MEDIA LIMITED-Recapitalization - March 24, 2006
                                      
                                      
                                      5,705,139
                                      
                                      
                                      
                                      5,705
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (34,538
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (28,833
                                      )Shares
      issued for debt at $0.25 per share - March 31, 2006
                                      
                                      
                                      520,000
                                      
                                      
                                      
                                      520
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      129,671
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      130,191Shares
      issued for intellectual property at $0.025 per share - March 31,
      2006
                                      
                                      
                                      10,000,000
                                      
                                      
                                      
                                      10,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,490,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,500,000Shares
      issued for cash at $0.25 per share - July 14, 2006
                                      
                                      
                                      300,000
                                      
                                      
                                      
                                      300
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      74,700
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      75,000Loss
      for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,726,177
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,726,177
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (3,925
                                      )
                                      
                                      
                                      (3,925
                                      )Balance
      - September 30, 2006
                                      
                                      
                                      28,525,139
                                      
                                      
                                      
                                      28,525
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,826,375
                                      
                                      
                                      
                                      (2,977,049
                                      )
                                      
                                      
                                      (6,038
                                      )
                                      
                                      
                                      (128,187
                                      )Shares
      issued for cash at $0.25 per share - May 30, 2007
                                      
                                      
                                      320,000
                                      
                                      
                                      
                                      320
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      79,680
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      80,000Loss
      for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (294,636
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (294,636
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (6,130
                                      )
                                      
                                      
                                      (6,130
                                      )Balance
      - September 30, 2007
                                      
                                      
                                      28,845,139
                                      
                                      
                                      
                                      28,845
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,906,055
                                      
                                      
                                      
                                      (3,271,685
                                      )
                                      
                                      
                                      (12,168
                                      )
                                      
                                      
                                      (348,953
                                      )Share
      subscription for cash at $0.05 per share - April 21, 2008
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,000,000
                                      
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      98,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      100,000Shares
      issued pursuant to a convertible debenture agreement at $0.25 per share -
      May 8, 2008
                                      
                                      
                                      80,000
                                      
                                      
                                      
                                      80
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      19,920
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      20,000Shares
      issued for debt settlement at $0.06 per share - May 8,
2008
                                      
                                      
                                      538,154
                                      
                                      
                                      
                                      538
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      31,437
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      31,975Shares
      issued pursuant to a consulting agreement at $0.25 per share -
                                        May
      29, 2008
                                      
                                      
                                      200,000
                                      
                                      
                                      
                                      200
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      49,800
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      50,000Loss
      for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (488,476
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (488,476
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      18,015
                                      
                                      
                                      
                                      18,015Balance
      - September 30, 2008
                                      
                                      
                                      29,663,293
                                      
                                      
                                      
                                      29,663
                                      
                                      
                                      
                                      2,000,000
                                      
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      3,105,212
                                      
                                      
                                      
                                      (3,760,161
                                      )
                                      
                                      
                                      5,847
                                      
                                      
                                      
                                      (617,439
                                      )Shares
      issued pursuant to April 21, 2008 share subscription agreement - October
      2, 2008
                                      
                                      
                                      2,000,000
                                      
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      (2,000,000
                                      )
                                      
                                      
                                      (2,000
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -Shares
      issued for debt settlement at $0.09 per share - October 15,
      2008
                                      
                                      
                                      700,000
                                      
                                      
                                      
                                      700
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      62,300
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      63,000Shares
      issued for prepaid directors' fees at $0.05 per share -
                                        November
      14, 2008
                                      
                                      
                                      7,200,000
                                      
                                      
                                      
                                      7,200
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      352,800
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      360,000Shares
      issued for debt settlement at $0.04 per share - November 19,
      2008
                                      
                                      
                                      5,623,006
                                      
                                      
                                      
                                      5,623
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      219,297
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      224,920Shares
      issued for prepaid consulting fees at $0.04 per shares -
                                        November
      25, 2008
                                      
                                      
                                      9,000,000
                                      
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      351,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      360,000Loss
      for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (35,128
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (35,128
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      40,020
                                      
                                      
                                      
                                      40,020Balance
      - December 31, 2008
                                      
                                      
                                      54,186,299
                                      
                                      
                                      
                                      54,186
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,090,609
                                      
                                      
                                      
                                      (3,795,289
                                      )
                                      
                                      
                                      45,867
                                      
                                      
                                      
                                      395,374The
      accompanying notes are an integral part of these consolidated financials
      statements.
 
 Table of Contents
 5
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Statements
      of Cash FlowUNAUDITEDFor
      the Three Months Ended December 31, 2008
                              
                              
                              For
      the Three Months Ended December 31, 2007
                              
                              
                              Cumulative
      from Incorporation May 2, 2003 to December 31, 2008OperatingNet
      Loss
                              
                              $
                              (35,128
                              )
                              
                              $
                              (80,458
                              )
                              
                              $
                              (3,795,289
                              )Items
      not involving cash:Depreciation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,887Shares
      issued for consulting services
                              
                              
                              360,000
                              
                              
                              
                              -
                              
                              
                              
                              416,085Shares
      issued for director's fees
                              
                              
                              360,000
                              
                              
                              
                              
                              
                              
                              
                              360,000Shares
      for intellectual properties
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,500,000Shares
      issued for settlement of debt
                              
                              
                              287,920
                              
                              
                              
                              -
                              
                              
                              
                              319,895Changes
      in non-cash working capital items:Prepaid
      Expenses
                              
                              
                              (698,000
                              )
                              
                              
                              
                              
                              
                              
                              (698,000
                              )Accounts
      payable
                              
                              
                              3,298
                              
                              
                              
                              43,909
                              
                              
                              
                              52,934Accrued
      liabilities
                              
                              
                              (2,250
                              )
                              
                              
                              (15,332
                              )
                              
                              
                              11,250Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                              
                              
                              (36,960
                              )
                              
                              
                              -
                              
                              
                              
                              144,790Effects
      of accounts receivable in discontinued operation
                              
                              
                              -
                              
                              
                              
                              (250
                              )
                              
                              
                              (1,391
                              )Effects
      of accounts payable in discontinued operation
                              
                              
                              -
                              
                              
                              
                              (5,370
                              )
                              
                              
                              (15,532
                              )Effects
      of accrued liabilities in discontinued operations
                              
                              
                              -
                              
                              
                              
                              (200
                              )
                              
                              
                              (8,321
                              )Effects
      of amounts owing to related parties in discontinued
    operations
                              
                              
                              -
                              
                              
                              
                              1,448
                              
                              
                              
                              185,697Net
      cash flows provided by (used in) operations
                              
                              
                              238,880
                              
                              
                              
                              (56,254
                              )
                              
                              
                              (525,994
                              )InvestingCash
      acquired in purchase of Playbox Media Limited
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              130,626Acquisition
      of property and equipment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,887
                              )Net
      cash flows from investing activities
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              128,739FinancingDue
      to Boyd Holdings Inc.
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              32,170Due
      to related parties
                              
                              
                              (278,900
                              )
                              
                              
                              34,838
                              
                              
                              
                              35,958Loan
      payable
                              
                              
                              -
                              
                              
                              
                              7,710
                              
                              
                              
                              -Share
      issuances for cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              288,393Net
      cash flows from financing activities
                              
                              
                              (278,900
                              )
                              
                              
                              42,548
                              
                              
                              
                              356,521Effect
      of foreign rate changes on net loss
                              
                              
                              40,020
                              
                              
                              
                              12,073
                              
                              
                              
                              45,867Change
      in Cash
                              
                              
                              0
                              
                              
                              
                              (1,633
                              )
                              
                              
                              5,131Cash
      - Beginning
                              
                              
                              5,131
                              
                              
                              
                              5,909
                              
                              
                              
                              0Cash
      - Ending
                              
                              $
                              5,131
                              
                              
                              $
                              4,276
                              
                              
                              $
                              5,131Supplemental
      Cash Flow InformationCash
      paid for:Income
      Taxes
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Interest
      Paid
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -The
      accompanying notes are an integral part of these consolidated financials
      statements.


Table of Contents
 6
 Playbox
      (US) Inc.(Formerly
      Boyd Holdings Inc.)(A
      Development Stage Company)Notes
      to Consolidated Financial StatementsDecember
      31, 2008
  1.
Basis of Presentation
  Organization
  Playbox
(US) Inc. (the “Company” or "Boyd") was incorporated on April 1, 2005 under the
laws of the State of Nevada, under the name of Boyd Holdings Inc. On April 12,
2006, the Company changed its name to Playbox (US) Inc.
  By letter
of intent dated April 18, 2005 and a Share Exchange Agreement ("Agreement")
dated May 23, 2005 and as amended June 30, 2005 with PlayBOX MEDIA LIMITED
("PlayBOX"), a United Kingdom corporation, wherein Boyd agreed to issue to the
shareholders of Playbox 12,000,000 Boyd shares in exchange for the 2,085,000
shares that constituted all the issued and outstanding shares of Playbox. On
March 24, 2006, Playbox completed the reverse acquisition (“RTO”) under the
Agreement with Boyd. Immediately before the date of the RTO, Boyd had
100,000,000 common shares authorized and 5,705,139 shares of common stock issued
and outstanding. Pursuant to the RTO, all of the 2,085,000 issued and
outstanding shares of common stock of Playbox were exchanged for 12,000,000 Boyd
shares on an approximate 5.755 to 1 basis.
  PlayBOX
was incorporated on August 21, 2003 and is a technology and marketing company,
headquartered in London, England. The accompanying financial statements are the
historical financial statements of PlayBOX.
  The major
asset of Playbox is the worldwide license (the “License”) to exploit software
that provides an integrated music interface and music collection manager running
on Windows, Linux and Macintosh operating systems. This software is currently
being marketed to both the end-user music listener and to record industry
companies to enable such companies to embed this software into their websites in
order to provide seamless access to on-line music for sale. The software has
also been developed to enable the end-user to control their music collection
being managed by the Playbox software wirelessly from commonly used devices such
as the listeners’ music system or cell phone and to be able to synchronize their
music cross-platform with portable music players (iPod, MP3 player, or
PDA).
  Effective
July 1, 2008, the Company wound up Playbox Media Limited, the UK Subsidiary,
such that all operations are now conducted through Playbox (US) Inc. The
historical results of the wound-up subsidiary have been reclassified as
discontinued operations in these financial statements.  This wind-up
is described in more detail in Note 7.
 
 Unaudited Interim
Consolidated Financial Statements
 
 The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principals for interim financial information and with the instructions to Form
10-Q of Regulation S-B.  They do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.  However, except as disclosed herein, there have
been no material changes in the information disclosed in the notes to the
consolidated financial statements for the year ended September 30, 2008 included
in the Company’s 10-K filed with the Securities and Exchange
Commission.  The unaudited interim consolidated financial statements
should be read in conjunction with those consolidated financial statements
included in the 10-K.  In the opinion of management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made.  Operating results for the
three months ended December 31, 2008 are not necessarily indicative of the
results that may be expected for the year ending September 30,
2009.
 
 Table of Contents
 7
  2.
                        Significant
      Accounting PoliciesThe
      following is a summary of significant accounting policies used in the
      preparation of these financial statements.a)
                        Basis
      of ConsolidationThese
      consolidated financial statements include the accounts of PlayBOX MEDIA
      LIMITED since its incorporation on August 21, 2003 and Playbox (US) Inc.
      since the reverse acquisition on March 24, 2006. All intercompany balances
      and transactions have been eliminated.b)
                        Use
      of EstimatesThe
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make certain estimates and assumptions that affect the
      reported amounts and timing of revenues and expenses, the reported amounts
      and classification of assets and liabilities, and disclosure of contingent
      assets and liabilities. These estimates and assumptions are based on the
      Company’s historical results as well as management’s future expectations.
      The Company’s actual results could vary materially from management’s
      estimates and assumptions.c)
                        Development
      Stage CompanyThe
      Company is a development stage company as defined by SFAS No. 7. The
      Company is devoting substantially all of its present efforts to establish
      a new business. All losses accumulated since inception have been
      considered as part of the Company’s development stage
      activities.d)
                        Cash
      and Cash EquivalentsCash
      equivalents consist of highly liquid instruments purchased with an initial
      maturity of three months or less.e)
                        Revenue
      RecognitionRevenues
      are recognized when all of the following criteria have been met under SAB
      No. 104, “Revenue
      Recognition in Financial Statements”: persuasive evidence of an
      agreement exists; delivery has occurred or services have been rendered;
      the fee is fixed or determinable; and collectibility is reasonably
      assured.Revenue
      arises from the following sources: creation of web-based music interfaces;
      provision of hosting and bandwidth services; and revenue share
      services.Revenues
      from the creation of web-based music interfaces come from set-up fees
      based on the number of tracks to be uploaded and the number of hours of
      development time to complete the interface and are recognized when all of
      the following SAB No. 104 criteria are met: a web-based interface
      development agreement is signed with an estimate of the total cost based
      on agreed upon specifications. Revenue from the development of web-based
      interfaces is recognized in accordance with the completed performance
      method. Under this method, revenue is recognized at the completion of the
      web-based interface as the service transaction taken as a whole can be
      deemed to have taken place on completion of the development.
      Collectability is reasonably assured as the Company receives the agreed
      set-up fee prior to allowing access to the web- based
      interface.Revenues
      from the provision of hosting and bandwidth services come from a one time
      hosting set-up fee and monthly fees based on disk space and bandwidth to
      be provided and are recognized when all of the following SAB No. 104
      criteria are met: a website hosting agreement is signed with an initial
      term of six months and from month to month thereafter until terminated by
      either party. Each agreement has a hosting price structure where prices
      can be
determined.
 
 Table of Contents
 8
  Revenue
      from the one time set-up fee is deferred and recognized over the initial
      term of six months and revenue received from monthly fees is recognized at
      the end of the month, when hosting services, server bandwidth and customer
      support was made available to the client for the month. Collectability is
      reasonably assured as the Company receives a one time set-up fee prior to
      the provision of the services. Monthly fees are received in advance of
      each month, which is recorded as deferred revenue, and are recognized when
      the monthly service is rendered.Revenues
      from the revenue share services element come from a set revenue share
      percentage of music download purchases, as set out in each customer’s
      agreement and are recognized when all of the following SAB No. 104
      criteria are met: a distributor agreement is signed with initial and
      renewal terms determined on a case-by-case basis. Revenue is recognized
      when the minimum revenue share threshold of British Pounds Sterling
      (“GBP”) 100, every payment period, is achieved. If the revenue share is
      less than GBP 100, payments shall be carried over to the next due payment
      date. Collectability is reasonably assured as the Company collects its
      revenue share directly from the secure online payment system which it
      utilizes prior to transferring net revenues to the
    customer.f)
                      Foreign
      Currency TranslationsThe
      Company’s reporting currency is the U.S. dollar. All of the Company's
      transactions are denominated in Canadian currency so the Company has
      adopted the Canadian dollar as its functional and reporting
      currency.  All transactions initiated in other currencies are
      re-measured into the functional currency as follows:
                        
                        ·Assets
      and liabilities at the rate of exchange in effect at the balance sheet
      date,
                        ·Equity
      at historical rates, and
                        ·Revenue
      and expense items at the prevailing rate on the date of the
      transaction.
                        
                        Translation
      adjustments resulting from translation of balances are accumulated as a
      separate component of shareholders’ equity and reported as a component of
      comprehensive income or loss.g)
                      Income
      TaxesIncome
      taxes are accounted for using the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying
      amounts of assets and liabilities and their respective tax bases and
      operating loss and tax credit carryforwards. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income in the period
      that includes the enactment date. A valuation allowance is provided for
      deferred tax assets when it is more likely than not that such assets will
      not be recovered.h)
                      Fair
      Value of Financial InstrumentsThe
      Company’s financial instruments consist of cash, accounts receivable,
      accounts payable, accrued liabilities and amounts due to related parties.
      Unless otherwise noted, it is management’s opinion that this Company is
      not exposed to significant interest or credit risks arising from these
      financial instruments. The fair value of these financial instruments
      approximate their carrying values, unless otherwise
  noted.i)
                      Segment
      ReportingSFAS
      No. 131, "Disclosures
      about Segments of an Enterprise and Related Information,” changed
      the way public companies report information about segments of their
      business in their quarterly reports issued to stockholders. It also
      requires entity-wide disclosures about the products and services an entity
      provides, the material countries in which it holds assets and reports
      revenues and its major customers. The Company currently operates in two
      segments, Western Europe and United
States.
 
 Table of Contents
 9
  j)
                      Stock-Based
      CompensationEffective
      January 1, 2006, the Company adopted the provisions of Statement of
      Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”,
      which establishes accounting for equity instruments exchanged for employee
      services. Under the provisions of SFAS 123(R), stock-based compensation
      cost is measured at the grant date, based on the calculated fair value of
      the award, and is recognized as an expense over the employees’ requisite
      service period (generally the vesting period of the equity grant). Before
      January 1, 2006, the Company accounted for stock-based compensation to
      employees in accordance with Accounting Principles Board Opinion No. 25,
      “Accounting for Stock Issued to Employees,” and complied with the
      disclosure requirements of SFAS No. 123, “Accounting for Stock-Based
      Compensation”.The
      Company adopted FAS 123(R) using the modified prospective method, which
      requires the Company to record compensation expense over the vesting
      period for all awards granted after the date of adoption, and for the
      unvested portion of previously granted awards that remain outstanding at
      the date of adoption. As the Company had no invested stock options
      outstanding on the adoption date the financial statements for the periods
      prior to January 1, 2006 have not been restated to reflect the fair value
      method of expensing share-based compensation. Adoption of SFAS No. 123(R)
      does not change the way the Company accounts for share-based payments to
      non-employees, with guidance provided by SFAS 123 (as originally issued)
      and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services”.k)
                      Comprehensive
      IncomeSFAS
      No. 130, "Reporting
      Comprehensive Income,"establishes standards for reporting and
      display of comprehensive income and its components in a full set of
      general-purpose financial statements.l)
                      Loss
      per ShareThe
      Company computes net loss per share in accordance with SFAS No. 128,
      “Earnings per
      Share”, which requires presentation of both basic and diluted loss
      per share (“LPS”) on the face of the statement of operations. Basic LPS is
      computed by dividing the net loss available to common shareholders by the
      weighted average number of outstanding common shares during the period.
      Diluted LPS gives effect to all potentially dilutive common shares
      outstanding including convertible debt, stock options and share purchase
      warrants, using the treasury stock method. The computation of diluted LPS
      does not assume conversion, exercise or contingent exercise of securities
      that would have an anti-dilutive effect on LPS. The diluted LPS equals the
      basic LPS since the potentially dilutive securities are
      anti-dilutive.m)
                      Recently
      Adopted Accounting StandardsIn
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to
      establish accounting and reporting standards for the non-controlling
      (minority) interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a non-controlling interest in a subsidiary
      is an ownership interest in the consolidated entity that should be
      reported as equity in the consolidated financial statements. The Company
      has not yet determined the impact, if any, that SFAS No. 160 will have on
      its consolidated financial statements. SFAS No. 160 is effective for the
      Company’s fiscal year beginning October 1, 2009.In
      December 2007, the FASB issued SFAS 141R, Business Combinations.
      SFAS 141R replaces SFAS 141. The statement retains the purchase method of
      accounting for acquisitions, but requires a number of changes, including
      changes in the way assets and liabilities are recognized in the purchase
      accounting. It changes the recognition of assets acquired and liabilities
      assumed arising from contingencies, requires the capitalization of
      in-process research and development at fair value, and requires the
      expensing of acquisition-related costs as incurred. The statement will
      apply prospectively to business combinations occurring in the Comapnys
      fiscal year beginning October 1, 2009. We are evaluating the impact
      adopting SFAS 141R will have on our financial
  statements.
 
 Table of Contents
 10
  3.
                    Intellectual
      PropertyOn
      March 31, 2006 the Company acquired from its majority stockholder, the
      PlayBOX Technology by issuing 10,000,000 common shares. The PlayBOX
      Technology is an integrated music interface and music collection manager
      running on Windows, Linux and Macintosh operating systems. The acquisition
      is a related party transaction. The value assigned was $2,500,000, being
      equal to the most recent share transaction of the Company of $0.25 per
      share. This amount was written-off as the Company determined the PlayBOX
      Technology was impaired in accordance with paragraph 34 of SOP 98-1 and
      FASB 144, “Accounting
      for the Impairment or Disposal of Long-Lived
    Assets.”4.
                    Related
      Party Balances and TransactionsThe
      amounts due to related parties of $44,958 for three months ended December
      31, 2008 are non-interest bearing, unsecured and due on demand. Included
      in due to related parties are amounts owing to a corporate and individual
      shareholder.5.
                    Amounts
      Payable Pursuant to Agreement for Acquisition of Delta Music
      LimitedOn
      March 28, 2008, the Company entered into a Share Purchase Agreement (the
      “Agreement”) for the proposed acquisition of UK based Delta Music Limited
      (“Delta Music”).  The acquisition never completed.
                      
                      However,
      under the terms of the Agreement, the Company agreed to pay GBP 100,000
      (USD 144,790 as of December 31, 2008) to the attorneys of the Sellers to
      fund certain expenses to be incurred by the Sellers and Delta Music in
      connection with the acquisition regardless of whether or not the
      acquisition completed.
                      
                      As
      of December 31, 2008, this amount has not been paid.6.
                    Capital
      StockThe
      Company’s capitalization is 100,000,000 common shares with a par value of
      $0.001 per share and 5,000,000 preferred shares with a par value of
      $0.001.a)
                    On
      April 21, 2008, the Company received $100,000 (GBP 49,192), from an
      unrelated party, for 2,000,000 common shares at $0.05 per share. These
      shares were issued on October  2, 2008.b)
                    On
      October 15, 2008, the Company issued 700,000 common shares at $0.09 per
      share in full settlement of a $63,000 debt to Henry Maloney, a former
      director of the Company.c)
                    On
      November 15, 2008, the Company issued 7,200,000 common shares at $0.05 per
      share as prepayment of director’s fees pursuant to a director’s fee
      agreement with Gideon Jung.d)
                    On
      November 19, 2008, the Company issued 5,623,008 common shares at $0.04 per
      share in full settlement of a $224,920 debt to Debondo Capital Ltd., a
      former related party.e)
                    On
      November 25, 2008, the Company issued 9,000,000 common shares at $0.04 per
      share as prepayment of consulting fees pursuant to consulting agreement
      with Jabeco Inc.
  Table of Contents
 11
 7.
                Wind-up
      of UK SubsidiaryBecause
      the Company has had a history of accumulating debt through its UK
      subsidiary, the Company's Board of Directors determined that it was in the
      best interests of the Company to wind-up the UK subsidiary. An effective
      date of July 1, 2008 was set by the Board.
                  
                  The following table summarizes the net assets disposed
      of and accounted for in these financials as discontinued
      operations:
  AssetsCash
                    
                    
                    4,749Accounts
      Receivable
                    
                    
                    1,391Total
      Assets Disposed of
                    
                    $
                    6,140LiabilitiesAccounts
      Payable
                    
                    
                    37,043Accrued
      Liabilities
                    
                    
                    541Due
      to related parties
                    
                    
                    26,633Total
      Liabilities disposed of
                    
                    $
                    64,217Net
      Liabilities disposed of
                    
                    $
                    58,077
  8.
                Going
      ConcernThe
      accompanying consolidated financial statements have been prepared assuming
      that the Company will continue as a going concern, which contemplates,
      among other things, the realization of assets and satisfaction of
      liabilities in the normal course of business. As at December 31, 2008, the
      Company has an accumulated deficit of $3,795,289 and has incurred an
      accumulated operating cash flow deficit of $525,994 since incorporation.
      The Company intends to continue funding operations through equity
      financing arrangements, which may be insufficient to fund its capital
      expenditures, working capital and other cash requirements for the next
      fiscal year.
                  Thereafter,
      the Company will be required to seek additional funds, either through
      equity financing, to finance its long-term operations. The successful
      outcome of future activities cannot be determined at this time, and there
      is no assurance that, if achieved, the Company will have sufficient funds
      to execute its intended business plan or generate positive operating
      results. In response to these conditions, management intends to raise
      additional funds through future private placement offerings.
                  These
      factors, among others, raise substantial doubt about the Company's ability
      to continue as a going concern. The accompanying consolidated financial
      statements do not include any adjustments that might result from the
      outcome of this uncertainty.9.
                Subsequent
      EventsThere
      are no subsequent events expected to have a material affect on the
      presentation of these financials
statements.
  Table of Contents
 12
 FORWARD
LOOKING STATEMENTS
 
 Statements
made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
 
 ITEM
2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION
 
 GENERAL
  Playbox
(US) Inc. was incorporated on April 1, 2005 as Boyd Holdings Inc. under the laws
of the State of Nevada. On April 18, 2005, we entered into a letter of intent
with PlayBOX UK Media Limited (“PlayBOX UK”) proposing acquisition of PlayBOX UK
subject to certain conditions, including raising a minimum of $200,000. PlayBOX
UK was incorporated in the United Kingdom on August 21, 2003. On May 23, 2005,
we entered into a definitive share exchange agreement (the “Share Exchange
Agreement”) with PlayBOX UK and the shareholders of PlayBOX UK. The Share
Exchange Agreement originally contemplated a closing date of June 30, 2005. The
closing date was extended by agreement in order to provide PlayBOX UK with more
time to obtain necessary corporate approvals and to provide us with more time to
raise the required financing.
  On March
24, 2006, we acquired all of the issued and outstanding shares of PlayBOX UK
pursuant to the terms and provisions of the Share Exchange Agreement in
consideration of the issuance of an aggregate of 12,000,000 shares of our common
stock to the shareholders of PlayBOX UK. On April 12, 2006, we changed our name
to Playbox (US) Inc.
  Our
shares of common stock trade on the Over-the-Counter Bulletin Board under the
symbol “PYBX”.
 
 Please
note that throughout this Quarterly Report, and unless otherwise noted, the
words "we", "our", "us”, "the Company", “the Corporation”, “or "Playbox (US)
Inc." refers to Playbox (US) Inc.
 
 CURRENT
BUSINESS OPERATIONS
  We are
the owner of an online music hosting and downloading application targeted at
unsigned music acts and small- to medium-sized record labels enabling them to
establish their own music downloading or hosting services. The application is
offered with a number of supplemental services such as hosting, streaming,
e-commerce and digital rights management (DRM) using the latest MP3 and Windows
Multimedia technology. We pool these services together to offer our clients a
cost-effective and professional platform on which to sell and promote their
music products.
  Our
PlayBOX online music application consists of four dynamic interfaces, namely
White Label, Aggregator, Bespoke and Jukebox, which provide an interface between
artists and content owners and their listeners via the Internet. The White Label
interface provides artists a way to offer their music for sale to listeners via
the Internet by enabling them to download individual songs either directly from
our website or from the artist’s own website. The Aggregator interface allows
small- to medium-sized record labels with a music catalogue of at least 50
tracks who wish to sell their tracks via an online downloading store with
e-commerce, tracking, reporting and billing functions built in. The interface
can be operated as a stand-alone website, or can be integrated into the client’s
existing website. For our Bespoke interface, we hire independent web designers
to create specialized interfaces for particular clients with unique needs and
requirements quickly and cheaply. Finally, our PlayBOX Jukebox interface
provides music listeners with a unique way to listen to their music and to
manage their music collections visually on their personal computer. The PlayBOX
Jukebox also lets users submit their personal ratings of the music they have
stored on the Jukebox, and the Jukebox can even recommend other music that will
match the user’s taste.
  Table of Contents
 13
 We have
completed the development of the PlayBOX online music application. However, we
have only commenced the process of commercializing our technology and we have
had very minimal sales to date. While we have achieved initial sales, these
sales cannot be viewed as significant in relation to our operating expenses.
Accordingly, we are in the early development stage of our business. Further, we
will require additional financing in order to complete commercialization of our
PlayBOX online music application. As a result of our limited financing, our
operations during the past year have been scaled back to reflect our limited
financial resources. Accordingly, we have not advanced our business to the
extent that we had planned during the past year.
  Intellectual
Property Asset Purchase Agreement
  On March
31, 2006, we acquired the intellectual property rights to the PlayBOX online
music application from PlayBOX Inc. in accordance with the terms and provisions
of the Intellectual Property Asset Purchase Agreement for total consideration of
the issuance of 10,000,000 shares of our restricted common stock. Concurrent
with the completion of this acquisition, PlayBOX Inc. transferred the 10,000,000
shares of our common stock to Keydata Technology as part of its arrangement to
re-acquire the intellectual property rights to the PlayBOX online music
application from Keydata Technology. Keydata Technology is a limited liability
partnership that was at arm’s length to PlayBOX Inc.
  Jabeco
Inc.
  On
November 25, 2008, we entered into a five-year consulting agreement (the
“Consulting Agreement”) with Jabeco Inc., a music industry consulting firm
located in the Commonwealth of Dominica (“Jabeco”). In accordance with the terms
and provisions of the Consulting Agreement: (i) Jabeco shall provide consulting
services to us in the area of securing music content from Asia in the form of
music video content, music distribution technology, music distribution through
Asian channels and portals both online and on mobile networks, and other
directly related advisory services; and (ii) we shall issue to Jabeco 9,000,000
shares of our restricted common stock.
  RESULTS
OF OPERATION
  We are a
development stage company and have not generated any revenue to date. We have
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation. We expect we will require additional capital to meet our
long term operating requirements. We expect to raise additional capital through,
among other things, the sale of equity or debt securities.
 
 The
summarized financial data set forth in the table below is derived from and
should be read in conjunction with our unaudited financial statements for the
three month period ended December 31, 2008 and December 31, 2007, including the
notes to those financial statements which are included in this Quarterly Report.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward looking statements. Our audited financial
statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.
 
 The
following table sets forth selected financial information for the periods
indicated.
  Table of Contents
 14
 RESULTS
OF OPERATION
 Three
      Month Period Ended
                    December
      31, 2008 and December 31, 2007
                
                
                For
      the Period from May 2, 2003 (inception) to December 31,
      20082008
                
                
                2007General
      and Administrative ExpensesAccounting
                  and
      Auditing
                
                $
                1,500
                
                
                $
                22,030
                
                
                $
                267,758Bank
      Charges
                
                
                62
                
                
                
                228
                
                
                
                1,996Consulting
                
                
                7,000
                
                
                
                30,677
                
                
                
                274,004Depreciation
                
                
                -0-
                
                
                
                -0-
                
                
                
                1,997Development
                
                
                -0-
                
                
                
                -0-
                
                
                
                228,692Filing
      Fees
                
                
                -0-
                
                
                
                -0-
                
                
                
                8,226Intellectual
      properties
                
                
                -0-
                
                
                
                -0-
                
                
                
                2,500,000Investor
      Relations
                
                
                -0-
                
                
                
                -0-
                
                
                
                18,000Legal
                
                
                9,750
                
                
                
                17,724
                
                
                
                130,777Marketing
                
                
                -0-
                
                
                
                -0-
                
                
                
                38,838Office
      and Miscellaneous
                
                
                -0-
                
                
                
                -0-
                
                
                
                13,990Salaries
      and Benefits
                
                
                16,000
                
                
                
                4,151
                
                
                
                229,811Transfer
      Agent fees
                
                
                1,816
                
                
                
                -0-
                
                
                
                8,441Travel
      and Entertainment
                
                
                -0-
                
                
                
                -0-
                
                
                
                4,038Loss
      from continuing operation
                
                $
                (35,128
                )
                
                $
                (74,819
                )
                
                $
                (3,726,459
                )Loss
      from discontinued operations
                
                
                -0-
                
                
                
                (4,334
                )
                
                
                (61,924
                )Other
      Income (Expenses)ForeignExchange
      gain(loss)
                
                
                -0-
                
                
                
                (1,305
                )
                
                
                (7,786
                )InterestIncome
                
                
                -0-
                
                
                
                -0-
                
                
                
                881Loss
      for Period
                
                $
                (35,128
                )
                
                $
                (80,458
                )
                
                $
                (3,795,289
                )
 
 We have
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.
 
 We expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.
 
 Table of Contents
 15
 Three
Month Period Ended December 31, 2008 Compared to Three Month Period Ended
December 31, 2007.
 
 Our loss
for the three month period ended December 31, 2008 was ($35,128) compared to a
loss of ($80,458) during the three month period ended December 31, 2007 (a
decrease of $45,330). During the three month periods ended December 31, 2008 and
December 31, 2007, we did not generate any revenue.
 
 During
the three month period ended December 31, 2008, we incurred general and
administrative expenses of $35,128 compared to $74,819 incurred during the three
month period ended December 31, 2007 (a decrease of $39,691). This resulted in a
loss from continuing operations during the three month period ended December 31,
2008 of ($35,128) and a loss from continuing operations during the three month
period ended December 31, 2007 of ($74,819). These general and administrative
expenses incurred during the three month period ended December 31, 2008
consisted of: (i) accounting and auditing of $1,500 (2007: $22,030); (ii) bank
charges of $62 (2007: $228); (iii) consulting fees of $7,000 (2007: $30,677);
(iv) legal of $9,750 (2007: $17,724); (v) salaries and benefits of $15,000
(2007: $4,161); and (vi) transfer agent fees of $1,816 (2007:
$-0-).
 
 Expenses
incurred during the three month period ended December 31, 2008 compared to the
three month period ended December 31, 2007 decreased primarily due to the
decrease in consulting fees, accounting and auditing fees and legal. General and
administrative expenses generally include corporate overhead, financial and
administrative contracted services, marketing, and consulting
costs.
 
 Loss from
continuing operations of ($74,819) during the three month period ended December
31, 2007 was increased by the recording of ($4,334) (2008: $-0-) as loss from
discontinued operations and of ($1,305) (2008: $-0-) as foreign exchange loss
resulting in a loss for the period of ($80,458).
 
 Our loss
during the three month period ended December 31, 2008 was ($35,128) compared to
a loss of ($80,458) incurred during the three month period ended December 31,
2007. The weighted average number of shares outstanding was 42,239,263 for the
three month period ended December 31, 2008 compared to 28,845,139 for the three
month period ended December 31, 2007.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Three
Month Period Ended December 31, 2008
 
 As at the
three month period ended December 31, 2008, our current assets were $704,522 and
our current liabilities were $309,149, which resulted in a working capital
surplus of $395,373. As at the three month period ended December 31, 2008,
current assets were comprised of: (i) $382 in cash of continuing operations;
(ii) $4,749 in cash of discontinued operations; (iii) $698,000 in prepaid
expenses; and (iv) $1,391 in current assets – discontinued operations. As at the
three month period ended December 31, 2008, current liabilities were comprised
of: (i) $52,934 in accounts payable; (ii) $2,250 in accrued liabilities; (iii)
$44,958 due to related parties; (iv) $144,790 in amounts owning pursuant to
agreement for acquisition of Delta Music Limited, a United Kingdom company
(“Delta Music”); and (v) $64,217 in current liabilities – discontinued
operations.  See “Material Commitments – Delta Music
Limited.”
 
 As at the
three month period ended December 31, 2008, our total assets were $704,522
comprised entirely of current assets. The increase in total assets during the
three month period ended December 31, 2008 from fiscal year ended September 30,
2008 was primarily due to the increase in prepaid expenses.
 
 As at the
three month period ended December 31, 2008, our total liabilities were $309,149
comprised entirely of current liabilities. The decrease in liabilities during
the three month period ended December 31, 2008 from fiscal year ended September
30, 2008 was primarily due to the decrease in amounts due to related
parties.
 
 Stockholders’
equity (deficit) increased from ($617,439) for fiscal year ended September 30,
2008 to $395,374 for the three month period ended December 31,
2008.
 
 Table of Contents
 16
 Cash
Flows from Operating Activities
 
 We have
not generated positive cash flows from operating activities. For the three month
period ended December 31, 2008, net cash flows provided by operating activities
was $238,880 consisting primarily of a net loss of ($35,128). During the three
month period ended December 31, 2008, net cash flows used in operating
activities was adjusted by items not requiring the use of cash for shares issued
for consulting services of $360,000, shares issued for directors’ fees of
$360,000 and shares issued for settlement of debt of $287,920. Net cash flows
used in operating activities was further changed by ($698,000) for prepaid
expenses, $3,298 for accounts payable, ($2,250) for accrued liabilities, and
($36,960) for amounts owing pursuant to agreement for acquisition of Delta
Music.
 
 For the
three month period ended December 31, 2007, net cash flows used in operating
activities was ($56,254) consisting primarily of a net loss of ($80,458). During
the three month period ended December 31, 2008, net cash flows used in operating
activities was changed by $43,909 for accounts payable, ($15,332) for accrued
liabilities, ($250) for effects of accounts receivables in discontinued
operation, ($200) for effects of accrued liabilities in discontinued operations,
and $1,448 for effects of amounts owing to related parties in discontinued
operations.
 
 Cash
Flows from Investing Activities
 
 For the
three month periods ended December 31, 2008 and December 31, 2007, net cash
flows used in investing activities was $-0-.
 
 Cash
Flows from Financing Activities
 
 We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For the three month period ended December 31, 2008,
net cash flows used for financing activities was ($278,900) compared to net cash
flows from financing activities of $42,548 for the three month period ended
December 31, 2007. Cash flows used by financing activities for the three month
period ended December 31, 2008 consisted of ($278,900) due to related party.
Cash flows provided by financing activities for the three month period ended
December 31, 2007 consisted of $34,838 due to related parties and $7,710 for
loan payable.
 
 We expect
that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities and debt
instruments. Our working capital requirements are expected to increase in line
with the growth of our business.
 
 PLAN
OF OPERATION AND FUNDING
  We
estimate that our total expenditures over the next twelve months will be
approximately $175,000. We anticipate that our cash and working capital will not
be sufficient to enable us to undertake our plan of operations over the next
twelve months without our obtaining additional financing. We presently require
immediate financing in order that we have the cash necessary for us to continue
our operations. In view of our working capital deficit, we anticipate that we
will require additional financing in the approximate amount of $500,000 in order
to enable us to sustain our operations for the next twelve months.
  Our plan
of operations is to commercialize and generate revenues from our PlayBOX online
music application. We have targeted unsigned music acts and small- to
medium-sized record labels as the potential customer base for the PlayBOX music
application. The PlayBOX music application is able to provide artists and
content owners with a range of services which incorporate the latest MP3 and
Windows Multimedia music formats. We also offer a number of services to
supplement these interfaces such as hosting, streaming, e-commerce and digital
rights management (DRM). We pool these services together to offer potential
customers a cost-effective and professional platform on which to sell and
promote their music products.
  Table of Contents
 17
 Our plan
of operations for the next twelve months is to complete the following objectives
within the time periods and budgets specified:
  1.
              We
      plan to carry out sales and marketing of our PlayBOX online music service
      with the objective of securing sales of our White Label interface to music
      artists and our Aggregator interface to record labels. Our Bespoke
      interfaces will be targeted predominantly towards companies involved in
      the music industry. We plan to undertake a number of marketing and
      promotional campaigns over the next 12 months with the objective of
      establishing sales momentum. We estimate $7,000 per month will be spent on
      our proposed marketing campaigns and promotions in that 12-month period,
      for anticipated total annual expenditures of $84,000.2.
              We
      anticipate spending approximately $10,000 over the next 12 months to
      various third parties to run our PlayBOX service. These parties’ elements
      are: (i) dedicated server through Open Hosting Ltd., (ii) ePDQ payment
      interface, provided by Barclaycard UK, (iii) Digital Rights Management
      Interface, provided by IFDNRG Ltd., (iv) the administration of these
      elements in the PlayBOX system.3.
              We
      anticipate spending approximately $17,000 over the next twelve months in
      continuing the upgrading, development and design of our PlayBOX
      system.4.
              We
      anticipate spending approximately $2,000 in ongoing general and
      administrative expenses per month for the next twelve months, for a total
      anticipated expenditure of $24,000 over the next twelve months. The
      general and administrative expenses for the year will consist primarily of
      rent and office services, technical support and hosting services and
      general office expenses.5.
              We
      anticipate spending approximately $40,000 in complying with our
      obligations as a reporting company under the Securities Exchange Act of
      1934, as amended. These expenses will consist primarily of professional
      fees relating to the preparation of our financial statements and
      completing our annual report, quarterly report, current report and proxy
      statement filings with the Securities and Exchange
    Commission.
  We
anticipate continuing to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing stockholders. We believe that debt financing
will not be an alternative for funding of our planned activities as we do not
have tangible assets to secure any debt financing.
  We have
not entered into any financing agreements and we cannot provide investors with
any assurance that any financing we obtain will be sufficient to fund our plan
of operations. At this time, all potential investors and all discussions are
taking place outside of the United States. We may also seek to obtain additional
financing from our principal shareholders, although none of our shareholders
have committed to advance any shareholder loans to us. In the absence of such
financing, we may not be able to continue our plan of operations beyond the next
few months and our business plan will fail. If we do not continue to obtain
additional financing, we will be forced to abandon our plan of operations and
our business activities.
  MATERIAL
COMMITMENTS
 
 As of the
date of this Quarterly Report, we do not have any material commitments other
than as disclosed below:
 
 Delta
Music Limited
  On March
28, 2008, we entered into a share purchase agreement (the “Share Purchase
Agreement”) with Laurence Adams and Jacqueline Adams (the “Sellers”) for the
proposed acquisition of UK based Delta Music. The acquisition would have been
effected through the acquisition from the Sellers of 100% of the total issued
and outstanding shares of Delta Leisure, a private company that owned 75%
interest of the total issued and outstanding shares of Delta Music, and 25% of
the share capital of Delta Music. The consideration for the acquisition would
have been a combination of cash and shares of our common stock, as follows: (i)
cash of 1,400,000 Pounds Sterling payable on closing of the acquisition, and
(ii) a number of shares of our common stock equal to 10% of our common stock, on
a fully diluted basis, to be issued on closing of the acquisition.
  Table of Contents
 18
 The
completion of the acquisition was subject to the satisfaction of certain
conditions precedent to closing set forth in the Share Purchase Agreement by no
later than June 30, 2008. These conditions included the following in addition to
customary conditions of closing: (i) the completion by us of a private placement
financing to raise gross proceeds of no less than $4,000,000, and (ii) the
delivery to us of financial statements of Delta Music and Delta Leisure as
required to enable us to satisfy our reporting obligations under the Securities
Exchange Act of 1934 arising as a result of the completion of the
acquisition.
  On July
2, 2008, we received notice of termination from the Sellers of termination of
the Share Purchase Agreement. The terms of the Share Purchase Agreement provided
that either party could terminate if the acquisition contemplated thereunder had
not occurred prior to June 30, 2008. Therefore, as of the date of this Quarterly
Report, the Share Purchase Agreement is deemed terminated.
  However,
under the terms of the Share Purchase Agreement, we agreed to pay GBP 100,000 to
the attorneys of the Sellers to fund certain expenses to be incurred by the
Sellers and Delta Music in connection with the acquisition regardless of whether
or not the acquisition was completed. As of December 31, 2008, this amount has
not been paid.
 
 Unresolved
SEC Staff Comments
 
 We
received a comment letter from the Securities and Exchange Commission dated
December 11, 2008 (the “SEC Comment Letter”) pertaining to the Share Purchase
Agreement and our agreement to pay GBP 100,000 to the attorneys of the Sellers
to fund certain expenses to be incurred by the Sellers and Delta Music. The
comments pertained to the disclosure in our Current Report on Form 8-K filed on
December 8, 2008. On February 3, 2009, we filed an amended Current Report on
Form 8-K/A regarding “Item 4.02 Non-reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review” and a
subsequent amendment no. 2 to the Current Report on Form 8-K/A on February 17,
2009. See “Part II. Item 5. Other Information.”
 
 PURCHASE
OF SIGNIFICANT EQUIPMENT
 
 We do not
intend to purchase any significant equipment during the next twelve
months.
 
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 As of the
date of this Quarterly Report, we do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.
 
 GOING
CONCERN
 
 The
independent auditors' report accompanying our September 30, 2008 and September
30, 2007 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
 
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 19
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
  Market
risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse change in foreign currency and
interest rates.
  Market
risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse change in foreign currency and
interest rates.
  EXCHANGE
RATE
  Our
reporting currency is United States Dollars (“USD”).  Recently
the British Pound dropped
in value compared to the USD. Exchange rate fluctuations may have a
material impact on our consolidated financial reporting and make realistic
revenue projections difficult. Recently the British Pund rose in value
compared to the USD. This has not had an appreciable effect on our operations
and seems unlikely to do so.
  The
exchange rate of the British Pound or other foreign currency may have positive
or negative impacts on our results of operations.  Since all proposed
future sale revenues and expenses may be dominated in the British Pound or other
foreign currency, the net income effect of appreciation and devaluation of such
currency against the USD may be limited to our net operating
results.
  INTEREST
RATES
  Interest
rates in the United Kingdom are relatively low and stable and inflation is
controlled, due to the habit of the population to deposit and save money in the
banks (among with other reasons, such as the balance of trade surplus). Any
potential loans may relate mainly to trade payables and may be mainly
short-term.  However our debt may be likely to rise in connection with
expansion and were interest rates to rise at the same time, this could become a
significant impact on our operating and financing activities.
  We have
not entered into derivative contracts either to hedge existing risks or for
speculative purposes.
  ITEM
4. CONTROLS AND PROCEDURES
 
 FINANCIAL
DISCLOSURE CONTROLS AND PROCEDURES
 
 We
maintain "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer/Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
 
 We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer/Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of the end of the period covered by this
report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our
disclosure controls and procedures included a review of the disclosure controls’
and procedures’ objectives, design, implementation and the effect of the
controls and procedures on the information generated for use in this report. In
the course of our evaluation, we sought to identify data errors, control
problems or acts of fraud and to confirm the appropriate corrective actions, if
any, including process improvements, were being undertaken. Our Chief Executive
Officer/Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were ineffective
and not operating at the reasonable assurance level.
 
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 20
 Specifically,
we have noted the following material weaknesses and significant deficiencies in
our internal controls over financial reporting and disclosure:
 
 ·  we do not
have sufficient segregation of duties;
 ·  we do not
have sufficient documentation for accounting or business
transactions;
 ·  we have
noted material weaknesses in the authorization and posting of general ledger
transactions, particularly those related to accruing liabilities resulting from
contractual commitments; and
 ·  we do not
have an Audit Committee;
 
 It is our
responsibility and that of our management to identify any deficiencies in
internal controls over financial reporting. We discovered certain deficiencies
in our internal control over financial reports, which resulted in the
restatement of our balance sheets and our statements of operations and
statements of stockholders’ equity at March 31, 2008 and June 30, 2008 to
properly reflect an obligation.
 
 As a
result of the restatements of our financial statements, we have determined that
such significant deficiency did rise to the level of a material weakness in our
internal control over financial reporting. The restatement was undertaken to
properly reflect an obligation after further consultation with our independent
auditors.
 
 Moreover,
we have implemented measures as part of our internal controls to determine and
ensure that information required to be disclosed in reports filed under the
exchange Act are recorded, processed, summarized and reported within the time
periods specified in the rules and forms including, but not limited to, the
following: (i) documentation of processes, performing testing and reviewing our
internal control over financial reporting in connection with our assessment
under Section 404 of the Sarbanes-Oxley Act; (ii) evaluation and implementation
of improvements to our accounting and management information systems; and (iii)
development and implementation of a remediation plan to address any perceived
deficiencies identified in our internal control over financial reporting. The
costs of these additional measures did not have a material impact on our future
results or operations liquidity.
 Inherent
limitations on effectiveness of controls
  Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
  Changes
in Internal Control over Financial Reporting
  There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended December 31, 2008 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.
 
 Audit
Committee
 
 Our Board
of Directors has not established an audit committee.  The respective
role of an audit committee has been conducted by our Board of Directors. We are
contemplating establishment of an audit committee during fiscal year 2009. When
established, the audit committee's primary function will be to provide advice
with respect our financial matters and to assist our Board of Directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor our financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and our Board of Directors.
  Table of Contents
 21
 PART
II. OTHER INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 Consumer
Protection Corporation vs. Playbox (US) Inc. – Consumer Protection Corporation
(CPP), an Arizona corporation, alleges that we and several other defendants
engaged in a unsolicited fax campaign to promote our stock. CPP claims to have
suffered damages resulting from being a recipient of one of the faxes. We have
denied any knowledge or involvement in the campaign and have joined a motion for
dismissal filed by another of the defendants. The court has not yet ruled on the
motion.  However, we believe the likelihood of an unfavorable outcome
is remote and the range of potential loss is immaterial
 
 Management
is not aware of any other legal proceedings contemplated by any governmental
authority or any other party involving us or our properties. As of the date of
this Quarterly Report, no director, officer or affiliate is (i) a party adverse
to us in any legal proceeding, or (ii) has an adverse interest to us in any
legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.
 
 ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS
 
 As of the
date of this Quarterly Report and during the three month period ended December
31, 2008, to provide capital, we sold stock in private placement offerings
pursuant to contractual agreements as set forth below.
  MALONEY
SETTLEMENT AGREEMENT
  On
October 15, 2008, we entered into a settlement agreement (the “Maloney
Settlement Agreement”) with Henry C. Maloney, our prior officer and sole
director (“Maloney”). In accordance with the terms and provisions of the
Settlement Agreement: (i) we issued 700,000 shares of our restricted common
stock; and (ii) Maloney agreed to accept the issuance of the 700,000 shares our
restricted common stock in consideration of settling and relating any debt due
and owing by us to Maloney for his services as an officer and a director. The
shares of stock were issued in reliance on Regulation S promulgated under the
United States Securities Act of 1933, as amended (the “Securities Act”). The
shares of stock have not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without registration with
the United States Securities and Exchange Commission or an applicable exemption
from the registration requirements. The per share price was determined by our
Board of Directors based on the most recent closing price of the Company’s
stock.
  DIRECTOR
SERVICE AGREEMENT
  On
November 14, 2008, we entered into a director service agreement (the “Director
Service Agreement) with Gideon Jung, our sole director and President/Chief
Executive Officer, Chief Financial Officer/Treasurer and Secretary. In
accordance with the terms and provisions of the Director Service Agreement: (i)
Mr. Jung consented to his appointment as the President/Chief Executive Officer,
Chief Financial Officer/Treasurer for a three-year period; and (ii) we agreed to
issue Mr. Jung 7,200,000 shares of our restricted common stock in consideration
of his appointment. The shares of stock were issued in reliance on Regulation S
promulgated under the Securities Act. The shares of stock have not been
registered under the Securities Act or under any state securities laws and may
not be offered or sold without registration with the United States Securities
and Exchange Commission or an applicable exemption from the registration
requirements. The per share price was determined by our Board of Directors based
on the most recent closing price of the Company’s stock.
  JABECO
CONSULTING AGREEMENT
  On
November 25, 2008, we entered into the Consulting Agreement Jabeco. In
accordance with the terms and provisions of the Consulting Agreement: (i) Jabeco
shall provide consulting services to us in the area of securing music content
from Asia in the form of music video content, music distribution technology,
music distribution through Asian channels and portals both online and on mobile
networks, and other directly related advisory services; and (ii) we shall issue
to Jabeco 9,000,000 shares of our restricted common stock. The shares of stock
were issued in reliance on Regulation S promulgated under the Securities Act.
The shares of stock have not been registered under the Securities Act or under
any state securities laws and may not be offered or sold without registration
with the United States Securities and Exchange Commission or an applicable
exemption from the registration requirements. The per share price was determined
by our Board of Directors based on the most recent closing price of the
Company’s stock.
  Table of Contents
 22
 DEBONDO SETTLEMENT AGREEMENT
  On
November 19, 2008, we entered into a settlement agreement and general mutual
release (the “Debondo Settlement Agreement”) with Debondo Capital Inc., a
corporation incorporated in London, England (“Debondo”). In accordance with the
terms and provisions of the Debondo Settlement Agreement: (i) we issued to
Debondo an aggregate of 5,623,006 shares of our restricted common stock; and
(ii) Debondo agreed to accept the issuance of the 5,623,006 shares of our
restricted common stock in consideration of settling and releasing the debt due
and owing by us to Debondo of $224,920.24. We had previously entered into a
consulting services agreement on August 1, 2006 with Debondo pursuant to which
Debondo provided to us consulting and technical support services.  At
September 30, 2008, the amount due and owing Debondo was $224,920.24. The shares
of stock were issued in reliance on Regulation S promulgated under the
Securities Act. The shares of stock have not been registered under the
Securities Act or under any state securities laws and may not be offered or sold
without registration with the United States Securities and Exchange Commission
or an applicable exemption from the registration requirements. The per share
price was determined by our Board of Directors based on the most recent closing
price of the Company’s stock.
  PRIVATE
OFFERING
  On
October 2, 2008, we issued an aggregate of 2,000,000 shares of our
  The
shares under the Private Placement were sold to one non-United States Investor
in reliance on Regulation S promulgated under the United States Securities Act
of 1933, as amended (the “Securities Act”). The Private Placement has not been
registered under the Securities Act or under any state securities laws and may
not be offered or sold without registration with the United States Securities
and Exchange Commission or an applicable exemption from the registration
requirements. The per share price of the shares was arbitrarily determined by
our Board of Directors based upon analysis of certain factors including, but not
limited to, stage of development and exploration of properties, industry status,
investment climate, perceived investment risks, our assets and net estimated
worth. The Investor executed a subscription agreement and acknowledged that the
securities to be issued have not been registered under the Securities Act, that
he understood the economic risk of an investment in the securities, and that he
had the opportunity to ask questions of and receive answers from our management
concerning any and all matters related to acquisition of the
securities.
  ITEM
3.DEFAULTS UPON SENIOR SECURITIES
  No report
required.
 
 ITEM4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 No report
required.
 
 ITEM
5.OTHER INFORMATION
 
 NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED
INTERIM REVIEW
  We
received a comment letter from the Securities and Exchange Commission dated
December 11, 2008 (the “SEC Comment Letter”) pertaining to the Share Purchase
Agreement and our agreement to pay GBP
100,000 to the attorneys of the Sellers to fund certain expenses to be
incurred by the Sellers and Delta Music. The
comments pertained to the disclosure in our Current Report on Form 8-K filed on
December 8, 2008. On February 3, 2009, we filed an amended Current Report on
Form 8-K/A regarding “Item 4.02 Non-reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.”
 
 On
December 4, 2008, our President, Chief Financial Officer and sole director
concluded that the previously reported consolidated financial statements in our
Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed with the
Securities & Exchange Commission (“SEC”) on August 19, 2008 should no longer
be relied upon.
 
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 23
 After
further consideration initiated by a comment letter from the SEC dated December
11, 2008, our President, Chief Financial Officer and sole director concluded on
January 30, 2009 that the consolidated financial statements in our Quarterly
Form 10-Q for the period ended March 31, 2008 filed with the SEC on May 15, 2008
should also no longer be relied upon.
  The
affects of the restatement are as follows:
 
 ·
              Amend
      the Balance Sheet to increase current liabilities by GBP
      100,000·
              Amend
      the Income Statement to increase expenses for “Development Fees” by GBP
      100,000
 
 ·
              Amend
      the Statement of Cash Flows and Shareholders’ Equity to reflect the above
      changes
 
 All of
the foregoing was discussed with Moore & Associates, our independent
registered public accounting firm. As of the date of this Quarterly Report, we
anticipate filing corrected financial information for the aforementioned periods
within thirty days. However, the time required to complete the restatements
cannot be stated with certainty at this time and will depend, in part, upon
completion of Moore & Associates’ review of the restatements. Until we have
reissued the restated results for the aforementioned periods, investors and
other users of our filings with the SEC are cautioned not to rely on the
financial statements in question, to the extent that they are affected by the
accounting issues described above.
  ITEM
6. EXHIBITS
  Exhibit
No.
              
              Description31.1
              
              Certification
      of Chief Executive Officer pursuant to Securities Exchange Act of 1934
      Rule 13a-14(a) or 15d-14(a).31.2
              
              Certification of
      Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule
      13a-14(a) or 15d-14(a).32.1
              
              Certifications
      pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b)
      and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes- Oxley Act of 2002.
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 24
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 PLAYBOX
      (US) INC.Date:
      February 14, 2009
                  By:
                  /s/ Gideon
      JungGideon
      Jung,President
      and Chief Executive Officer
  Date:
      February 14, 2009
                  By:
                  /s/  Gideon
      JungGideon
      JungChief
      Financial Officer
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