----

----

| U.S.      SECURITIES AND EXCHANGE COMMISSIONWashington,      D.C. 20549Form      10-Q/AAmendment      No.1 |
|------------------------------------------------------------------------------------------------------------|

| 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 13-00, 14 Robinson      RoadFar East Finance      BuildingSingaport,      048545 (Address of principal executive      offices) |
|                                                                                                             |        |
| 65-6491-5497(Issuer’s      telephone number)                                                                                        |
|  n/a(Address      of prior principal executive offices if changed from last      filing)                                        |
|                                                                                                             |        |
| Securities      registered pursuant to Section12(b)      of the Act:                                                                      | Name      of each exchange on whichregistered: |
| None                                                                                                                                      |   |
|                                                                                                             |        |
| Securities      registered pursuant to Section 12(g) of the Act:                                                                          |
| Common Stock,      $0.001                                                                                                                 |
| (Title      ofClass)                                                                                                                      |

Table of Contents

----

| Class                     | Outstanding      as of  June 12, 2009 |
|---------------------------|-------------------------------------------------|
| Common      Stock, $0.001 | 54,186,299                                      |

Table of Contents

----

| a)   | did      not properly account for share-based compensation as required by FAS123R,      and |
|----------------|---------------------------------------------------------------------------------------------|

| b)   | included      the effects of certain share issuances in the Statement of Cash Flows when      these items had no effect on cash. |
|----------------|----------------------------------------------------------------------------------------------------------------------------------|

| ·   | Amendment      to the Income Statement to expense share-based compensation on the date of      issuance thereby increasing net loss by $  698,000 |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Amendment      to the Balance Sheet to eliminate a Prepaid Asset of    $698,000 |
|--------------------|---------------------------------------------------------------------------------|

| ·   | Amendment      to the Statement of Cash Flows to reflect the above  changes |
|--------------------|-----------------------------------------------------------------------------|

|   |  as      well as to remove certain items that did not affect  cash |
|--------|-------------------------------------------------------------------------|

Table of Contents

----

-Q

| Part      1                      | FINANCIAL      INFORMATION                                                                            |   |
|-------------------------------------------------|-------------------------------------------------------------------------------------------------------|--------|
|                                            |                                                                                                  |   |
| Item      1                                     | Financial Statements                                                                                  | 5      |
|                                  |    Balance      Sheets                                                                 |   |
|                   |    Statements      of Operations                                                       |   |
|                                            |    Statements      of Cash Flows                                                       |   |
|                                            |    Notes      to Financial Statements                                                  |   |
|                                            |                                                                                                  |   |
| Item      2.                     | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations | 14     |
|                   |                                                                                                  |   |
| Item      3.                     | Quantitative      and Qualitative Disclosures About Market Risk                                       | 20     |
|                   |                                                                                                  |   |
| Item      4.                                    | Controls      and Procedures                                                                          | 21     |
|                                            |                                                                                                  |   |
| Part      II.                                   | OTHER      INFORMATION                                                                                |   |
|                   |                                                                                                  |   |
| Item      1                      | Legal      Proceedings                                                                                | 23     |
|                   |                                                                                                  |   |
| Item      1A                     | Risk      Factors                                                                                     |   |
|                                            |                                                                                                  |   |
| Item      2.                          | Unregistered      Sales of Equity Securities and Use of Proceeds                                      | 23     |
|                                            |                                                                                                  |   |
| Item      3                      | Defaults      Upon Senior Securities                                                                  | 25     |
|                   |                                                                                                  |   |
| Item      4       | Submission      of Matters to a Vote of Security Holders                                              | 25     |
|                                            |                                                                                                  |   |
| Item      5                           | Other      Information                                                                                | 25     |
|                   |                                                                                                  |   |
| Item      6       | Exhibits                                                                                              | 26     |
|                   |                                                                                                  |   |

Table of Contents

----

| Playbox      (US) Inc.                                                                                                                                                                                                                                                                                                                    |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (A      Development Stage Company)                                                                                                                                                                                                                                                                                                        |   |
| Consolidated      Balance Sheets                                                                                                                                                                                                                                                                                                          |   |
| UNAUDITED                                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                      |   | As      of |   |   | As      of |   |
|                                                                                                                                                                                                                                                                                                                                      |   | December      31, 2008 |   |   | September      30, 2008 |   |
|                                                                                                                                                                                                                                                                                                                                      |   | (restated) |   |   |   |   |
| ASSETS                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |
| Current      Assets                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |
| Cash      of Continuing Operations                                                                                                                                                                                                                                                                                                        |   |   | $382 |   |   |   | $382 |   |
| Cash      of Discontinued Operations                                                                                                                                                                                                                                                                                                      |   |   | 4,749 |   |   |   | 4,749 |   |
| Total      Cash                                                                                                                                                                                                                                                                                                                           |   |   | 5,131 |   |   |   | 5,131 |   |
| Other      Current assets - Discontinued Operations                                                                                                                                                                                                                                                                                       |   |   | 1,391 |   |   |   | 1,391 |   |
| Total      Current Assets                                                                                                                                                                                                                                                                                                                 |   |   | 6,522 |   |   |   | 6,522 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Equipment,      net of depreciation                                                                                                                                                                                                                                                                                                       |   |   | 0 |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                                                                                                                                                                                                                                                                                         |   |   | 6,522 |   |   |   | 6,522 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| LIABILITIES                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Current      Liabilities                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Accounts      payable                                                                                                                                                                                                                                                                                                                     |   |   | $52,934 |   |   |   | $49,636 |   |
| Accrued      liabilities                                                                                                                                                                                                                                                                                                                  |   |   | 2,250 |   |   |   | 4,500 |   |
| Due      to Related Parties                                                                                                                                                                                                                                                                                                               |   |   | 44,958 |   |   |   | 323,858 |   |
| Amounts      owing pursuant to agreement  for acquisition of Delta Music      Limited                                                                                                                                                                                                                                           |   |   | 144,790 |   |   |   | 181,750 |   |
| Current      Liabilities - Discontinued Operations                                                                                                                                                                                                                                                                                        |   |   | 64,217 |   |   |   | 64,217 |   |
| Total      Current Liabilities                                                                                                                                                                                                                                                                                                            |   |   | 309,149 |   |   |   | 623,961 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Long      Term Liabilities                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |
| Loans      Payable                                                                                                                                                                                                                                                                                                                        |   |   | 0 |   |   |   | 0 |   |
| Total      Long Term Liabilites                                                                                                                                                                                                                                                                                                           |   |   | 0 |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   | 309,149 |   |   |   | 623,961 |   |
| STOCKHOLDERS’      DEFICIENCY                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |
| Capital      Stock                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |
| Preferred      Stock                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Authorized:  5,000,000      shares with $0.001 par value. Issued: Nil                                                                                                                                                                                                                                                           |   |   | - |   |   |   | - |   |
| Common      Stock                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |
| Authorized:      100,000,000 common shares with $0.001 par value                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|       Issued:  54,186,299      (December 31,      2008)                                        |   |   | 54,186 |   |   |   | 29,663 |   |
|                   29,663,293      (September 30, 2008)                                                                                                                                                                                          |
| Obligation      to issue shares                                                                                                                                                                                                                                                                                                           |   |   | 0 |   |   |   | 2,000 |   |
| Additional      paid-in capital                                                                                                                                                                                                                                                                                                           |   |   | 4,090,609 |   |   |   | 3,105,212 |   |
| Accumulated      Comprehensive Loss                                                                                                                                                                                                                                                                                                       |   |   | 45,867 |   |   |   | 5,847 |   |
| Deficit      - Accumulated during the development stage                                                                                                                                                                                                                                                                                   |   |   | (4,493,289 | ) |   |   | (3,760,161 | ) |
|                                                                                                                                                                                                                                                                                                                                      |   |   | (302,626 | ) |   |   | (617,439 | ) |
|                                                                                                                                                                                                                                                                                                                                      |   |   | $6,522 |   |   |   | $6,522 |   |
|                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |

Table of Contents

----

|                                    |   |   |
|------------------------------------|--------|--------|
| Playbox (US) Inc.                  |
| (A      Development Stage Company) |
| Statements      of Operations      |
| UNAUDITED                          |

|                                             |   |                   |       |   |                   |   | Cumulative             |
|--------------------------------------------------|--------|------------------------|------------|--------|------------------------|--------|------------------------|
| From                                             |
|                                             |   | For      the Three     |       |   | For      the Three     |   | Incorporation          |
|                                             |   | Months      Ended      |       |   | Months      Ended      |   | May      2, 2003       |
|                                             |   | December      31, 2008 |       |   | December      31, 2007 |   | to                     |
|                                             |   | (restated)             |       |   |                   |   | December      31, 2008 |
|                                             |   |                   |       |   |                   |   |                   |
| General      and Administrative Expenses         |   |                   |       |   |                   |   |                   |
| Accounting      and auditing                     |   |                   | 1,500      |   |                   |   | 22,030                 |   |   | 267,758 |   |   |
| Bank      Charges                                |   |                   | 62         |   |                   |   | 228                    |   |   | 1,996 |   |   |
| Consulting      fees                             |   |                   | 360,000    |   |                   |   | 30,677                 |   |   | 627,004 |   |   |
| Depreciation                                     |   |                   | 0          |   |                   |   | 0                      |   |   | 1,887 |   |   |
| Development                                      |   |                   | 0          |   |                   |   | 0                      |   |   | 228,692 |   |   |
| Filing      fees                                 |   |                   | 0          |   |                   |   | 0                      |   |   | 10,042 |   |   |
| Intellectual      properties                     |   |                   | 0          |   |                   |   | 0                      |   |   | 2,500,000 |   |   |
| Investor      relations                          |   |                   | 0          |   |                   |   | 0                      |   |   | 18,000 |   |   |
| Legal                                            |   |                   | 9,750      |   |                   |   | 17,724                 |   |   | 130,777 |   |   |
| Marketing                                        |   |                   | 0          |   |                   |   | 0                      |   |   | 38,838 |   |   |
| Office      & Miscellaneous                  |   |                   | 0          |   |                   |   | 0                      |   |   | 13,990 |   |   |
| Salaries      & Benefits                     |   |                   | 360,000    |   |                   |   | 4,161                  |   |   | 574,811 |   |   |
| Transfer      agent fees                         |   |                   | 1,816      |   |                   |   | 0                      |   |   | 6,625 |   |   |
| Travel      & Entertainment                  |   |                   | -          |   |                   |   | 0                      |   |   | 4,038 |   |   |
| Total      General and Administrative Expenses   |   |                   | 733,128    |   |                   |   | 74,819                 |   |   | 4,424,459 |   |   |
|                                             |   |                   | (733,128   | )      |                   |   | (74,819                | ) |   | (4,424,459 | ) |   |
| Income      (loss) from Continuing Operations    |   |
| Income      (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                      |   |   | 881 |   |   |
| Loss      for the period                         |   |                   | $(733,128  | )      |                   |   | $(80,458               | ) |   | $(4,493,288 | ) |   |
|                                             |   |                   | $-0.02     |   |                   |   | $(0.00                 | ) |   |   |   |   |
| Loss      per Share – Basic and Diluted    |
|                                             |   |                   | 42,239,263 |   |                   |   | 28,845,139             |   |   |   |   |   |
| Weighted      Average Shares Outstanding         |
|                                             |   |                   |       |   |                   |   |                   |   |   |   |   |   |
| Comprehensive      Loss                          |   |                   |       |   |                   |   |                   |   |   |   |   |   |
| Net      Loss                                    |   |                   | (733,128   | )      |                   |   | (80,458                | ) |   | (4,493,288 | ) |   |
| Gain      (loss) on foreign exchange translation |   |                   | 40,020     |   |                   |   | 12,073                 |   |   | 45,867 |   |   |
| Total      Comprehensive Loss                    |   |                   | (693,108   | )      |                   |   | (68,385                | ) |   | (4,447,421 | ) |   |
|                                             |   |                   |       |   |                   |   |                   |   |   |   |   |   |

| The      accompanying notes are an integral part of these consolidated financials      statements. |
|----------------------------------------------------------------------------------------------------|

Table of Contents

----

| Playbox (US) Inc.                                                                                  |   |
|----------------------------------------------------------------------------------------------------|--------|
| (A      Development Stage Company)                                                                 |   |
| Statements      of Cash Flow                                                                       |   |
| UNAUDITED                                                                                          |   |
|                                                                                               |   | For      the Three Months Ended December 31, 2008 (restated) |   |   | For      the Three Months Ended December 31, 2007 |   |   | Cumulative      from Incorporation May 2, 2003 to December 31, 2008 |   |
| Operating                                                                                          |   |   |   |   |   |   |   |   |   |
| Net      Loss                                                                                      |   |   | $(733,128 | ) |   |   | $(80,458 | ) |   |   | $(4,493,288 | ) |
| Items      not involving cash:                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                                                                                       |   |   | - |   |   |   | - |   |   |   | 1,887 |   |
| Shares      issued for consulting services                                                         |   |   | 360,000 |   |   |   | - |   |   |   | 416,085 |   |
| Shares      issued for director's salaries                                                         |   |   | 360,000 |   |   |   | - |   |   |   | 360,000 |   |
| Shares      for intellectual properties                                                            |   |   | - |   |   |   | - |   |   |   | 2,500,000 |   |
| Shares      issued for settlement of debt                                                          |   |   | - |   |   |   | - |   |   |   | 31,975 |   |
| Changes      in non-cash working capital items:                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounts      payable                                                                              |   |   | 3,298 |   |   |   | 43,909 |   |   |   | 52,934 |   |
| Accrued      liabilities                                                                           |   |   | (2,250 | ) |   |   | (15,332 | ) |   |   | 11,250 |   |
| Amounts      owing pursuant to agreement  for acquisition of Delta Music      Limited    |   |   |   |   |   |   | - |   |   |   | 181,750 |   |
| Effects      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 |   |   |   | 185,697 |   |
| Net      cash flows provided by (used in) operations                                               |   |   | (12,080 | ) |   |   | (56,254 | ) |   |   | (776,954 | ) |
|                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| Investing                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash      acquired in purchase of Playbox Media Limited                                            |   |   | - |   |   |   | - |   |   |   | 130,626 |   |
| Acquisition      of property and equipment                                                         |   |   | - |   |   |   | - |   |   |   | (1,887 | ) |
| Net      cash flows from investing activities                                                      |   |   | 0 |   |   |   | 0 |   |   |   | 128,739 |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| Financing                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Due      to Boyd Holdings Inc.                                                                     |   |   | - |   |   |   | - |   |   |   | 32,170 |   |
| Due      to related parties                                                                        |   |   | 9,062 |   |   |   | 34,838 |   |   |   | 323,920 |   |
| Loan      payable                                                                                  |   |   | - |   |   |   | 7,710 |   |   |   | - |   |
| Share      issuances for cash                                                                      |   |   | - |   |   |   | - |   |   |   | 288,393 |   |
| Net      cash flows from financing activities                                                      |   |   | 9,062 |   |   |   | 42,548 |   |   |   | 644,483 |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect      of exchange rate changes                                                               |   |   | 3,018 |   |   |   | 12,073 |   |   |   | 8,865 |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| Change      in Cash                                                                                |   |   | 0.00 |   |   |   | (1,633 | ) |   |   | 5,131 |   |
| Cash      - Beginning                                                                              |   |   | 5,131 |   |   |   | 5,909 |   |   |   | 0 |   |
| Cash      – Ending                                                                           |   |   | $5,131 |   |   |   | $4,276 |   |   |   | $5,131 |   |
| Supplemental      Cash Flow Information                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
|    Cash      paid for:                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|      Income      Taxes                                                    |   |   | $- |   |   |   | $- |   |   |   | $- |   |
|      Interest      Paid                                                   |   |   | $- |   |   |   | $- |   |   |   | $- |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
| The      accompanying notes are an integral part of these consolidated financials      statements. |   |

Table of Contents

----

| Playbox      (US) Inc.                          |
|-------------------------------------------------|
| (Formerly      Boyd Holdings Inc.)              |
| (A      Development Stage Company)              |
| Notes      to Consolidated Financial Statements |
| December      31, 2008                          |
| (restated)                                      |

Table of Contents

----

| 3.     | Significant      Accounting Policies                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   | The      following is a summary of significant accounting policies used in the      preparation of these financial statements. |
|   | a)                                                                                                                             | Basis      of Consolidation |
|   |                                                                                                                           | These      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 Estimates |
|   |                                                                                                                           | The      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 Company |
|   |                                                                                                                           | The      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 Equivalents |
|   |                                                                                                                           | Cash      equivalents consist of highly liquid instruments purchased with an initial      maturity of three months or less. |
|   | e)                                                                                                                             | Revenue      Recognition |
|   |                                                                                                                           | Revenues      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. |

Table of Contents

----

|   |   | 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.                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | 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 Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | The      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      Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

Table of Contents

----

|   |   | Income      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 Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | The      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      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | SFAS      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.                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | j)     | Stock-Based      Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | Effective      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      Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | SFAS      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 Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | The      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 Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | In      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

----

| 4.     | Intellectual      Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | On      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.” |
| 5.     | Related      Party Balances and Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |  The      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.     | Amounts      Payable Pursuant to Agreement for Acquisition of Delta Music      Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | On      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.                                                              |
| 7.     | Capital      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The      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. |

| 8. | Wind-up      of UK Subsidiary |
|----|-------------------------------|

Table of Contents

----

| Assets                             |   |                          |
|------------------------------------|--------|-------------------------------|
| Cash                               |   |     4,749 |
| Accounts      Receivable           |   | 1,391                         |
| Total      Assets Disposed of      | $      | 6,140                         |
|                               |   |                          |
| Liabilities                        |   |                          |
| Accounts      Payable              |   | 37,043                        |
| Accrued      Liabilities           |   | 541                           |
| Due      to related parties        |   | 26,633                        |
| Total      Liabilities disposed of | $      | 64,217                        |
|                               |   |                          |
| Net      Liabilities disposed of   | $      | 58,077                        |
|                               |   |                          |
|                               |   |                          |

| 9.     | Going      Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      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 $4,493,289 and has incurred an      accumulated operating cash flow deficit of $776,954 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. |
| 10.    | Subsequent      Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | There      are no subsequent events expected to have a material affect on the      presentation of these financialsstatements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

cash necessary forus to continue our operations. In view of our working capital deficit, weanticipate that we will require additional financing in the approximate amountof $500,000 in order to enable us to sustain our operations for the next twelvemonths.

| 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.                                                                                                                                                                                                                                     |

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

| ·   | 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 |
|--------------------|---------------------------------------------------------------------------------------------------------|

Table of Contents

----

|   | 31.1 | Certification      of Chief Executive Officer pursuant to Securities Exchange Act of 1934      Rule 13a-14(a) or 15d-14(a). |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------|

Table of Contents

----

|                     | PlayBox      (US) Inc. |                            |
|--------------------------|------------------------|---------------------------------|
|                     |                   |                            |   |
| Date:      June 12, 2009 | By:                    | /s/       Gideon Jung      |   |
|                     |                   | Gideon      Jung, President and |   |
|                     |                   | Chief      Executive Officer    |   |
|                     |                   |                            |   |

|                     | Company      Name |                                      |
|--------------------------|-------------------|-------------------------------------------|
|                     |              |                                      |   |
| Date:      June 12, 2009 | By:               | /s/ Gideon      Jung                 |   |
|                     |              | Gideon      Jung, Chief Financial Officer |   |
|                     |              | T                                         |   |
|                     |              |                                      |   |

Table of Contents

----