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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[X]  Quarterly Report Under Section 13 or 15(D) of the
Securities Exchange Act of 1934

for the quarterly period ended June 30, 2007

[   ]  Transition Report Under Section 13 or
15(D) of the Securities Exchange Act of 1934

for the transition period from _____ to _____

Commission File Number: 000-52753

PLAYBOX (US) INC.(Name of
small business issuer as specified in its charter)

|NEVADA                                           | N/A                              
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

Suite 3.19, 130 Shaftesbury Avenue, London, England WID
5EU(Address of principal executive offices)

+44 (0) 20 7031 1187Issuer's telephone number

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes[   ]   No [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes[X] 
 No [   ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 28,845,139
shares of common stock as of September 17, 2007.

Transitional Small Business Disclosure Format (check one): Yes
[   ]   No[X]

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding our ability
to achieve commercial levels of sales of our PLAYBOX online music application,
our ability to successfully market our PLAYBOX online music application, our
ability to continue development and upgrades to the PLAYBOX online music
application, availability of funds, government regulations, common share prices,
operating costs, capital costs and other factors. Forward-looking statements are
made, without limitation, in relation to our operating plans, our liquidity and
financial condition, availability of funds, operating costs and the market in
which we compete. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined in our registration statement on Form SB-2, filed originally with
the United States Securities and Exchange Commission (the SEC) on June 8,
2006, as amended, this quarterly report on Form 10-QSB, and, from time to time,
in other reports we file with the SEC. These factors may cause our actual
results to differ materially from any forward-looking statement. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.

ii

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PLAYBOX (US) INC.

Quarterly Report On Form 10-QSB For The Quarterly Period
Ended June 30, 2007

INDEX

|PART I  FINANCIAL INFORMATION | 1                                                          
|------------------------------ | -----------------------------------------------------------
|Item 1.                        | Financial Statements                                       
|Item 2.                        | Managements Discussion and Analysis                       
|Item 3.                        | Controls and Procedures                                    
|PART II  OTHER INFORMATION    | 9                                                          
|Item 1.                        | Legal Proceedings                                          
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds
|Item 3.                        | Defaults Upon Senior Securities                            
|Item 4.                        | Submission of Matters to a Vote of Securities Holders      
|Item 5.                        | Other Information                                          
|Item 6.                        | Exhibits                                                   

iii

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PART I  FINANCIAL INFORMATION

Item
1.               
Financial Statements

The following unaudited consolidated financial statements of
Playbox (US) Inc. (the Company) are included in this Quarterly Report on Form
10-QSB:

PageConsolidated
      Balance Sheets as at June 30, 2007 (unaudited) and September 30, 2006
      (audited)
    F-1Consolidated
      Statements of Operations for the three and nine months ended June 30, 2007
      and 2006 and for the period from incorporation (August 21, 2003) to June
      30, 2007
    F-2Consolidated
      Statements of Cash Flows for the nine months ended June 30, 2007 and 2006
      and for the period from incorporation (August 21, 2003) to June 30, 2007
    F-3Notes
      to Consolidated Financial Statements
    F-4


- 1 -

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PLAYBOX (US) INC.

(Formerly Boyd Holdings Inc.)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(Unaudited)







|CONSOLIDATED BALANCE SHEETS               
|------------------------------------------
|                                          
|CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                          
|CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Playbox (US) Inc.(Formerly Boyd Holdings Inc.) (A Development Stage Company)Consolidated Balance Sheets

|                                                             |   | June 30,    |   |   | September 30, |  
|------------------------------------------------------------ | - | ----------- | - | - | ------------- | -
|                                                             |   | 2007        |   |   | 2006          |  
|ASSETS                                                       |   | (Unaudited) |   |   | (Audited)     |  
|Current                                                      |   |             |   |   |               |  
|Cash                                                         | $ | 5,887       |   | $ | 26,433        |  
|Accounts receivable                                          |   | 653         |   |   | 1,273         |  
|                                                             |   | 6,540       |   |   | 27,706        |  
|Equipment, net                                               |   | 86          |   |   | 568           |  
|                                                             | $ | 6,626       |   | $ | 28,274        |  
|                                                             |   |             |   |   |               |  
|LIABILITIES                                                  |   |             |   |   |               |  
|Current                                                      |   |             |   |   |               |  
|Accounts payable                                             | $ | 79,612      |   | $ | 52,354        |  
|Accrued liabilities                                          |   | 22,283      |   |   | 39,089        |  
|Due to related parties (Note 2)                              |   | 166,163     |   |   | 65,018        |  
|                                                             |   | 268,058     |   |   | 156,461       |  
|                                                             |   |             |   |   |               |  
|Loan payable(Note 4)                                         |   | 14,100      |   |   | -             |  
|                                                             |   |             |   |   |               |  
|                                                             |   |             |   |   |               |  
|STOCKHOLDERS
      DEFICIENCY                               |   |             |   |   |               |  
|Capital Stock                                                |   |             |   |   |               |  
|Common Stock (Note 3)                                        |   |             |   |   |               |  
|Authorized: 100,000,000
      common shares with $0.001 par  |   |             |   |   |               |  
|value                                                        |   |             |   |   |               |  
|Issued: 28,845,139 common
      shares (September 30, 2006 - |   |             |   |   |               |  
|28,525,139)                                                  |   | 28,845      |   |   | 28,525        |  
|Additional paid-in capital                                   |   | 2,906,055   |   |   | 2,826,375     |  
|Preferred Stock                                              |   |             |   |   |               |  
|Authorized: 5,000,000 shares
      with $0.001 par value     |   |             |   |   |               |  
|Issued: Nil                                                  |   | -           |   |   | -             |  
|                                                             |   |             |   |   |               |  
|Accumulated comprehensive loss                               |   | (10,843     | ) |   | (6,038        | )
|Deficit accumulated during the development
      stage       |   | (3,199,589  | ) |   | (2,977,049    | )
|                                                             |   | (275,532    | ) |   | (128,187      | )
|                                                             | $ | 6,626       |   | $ | 28,274        |  

- See Accompanying Notes 

F-1

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Playbox (US) Inc.(Formerly Boyd Holdings Inc.)(A Development Stage Company)Consolidated Statements of Operations(Unaudited)

CumulativeFromIncorporationFor the Three
      
      
      For the Three
      
      
      For the Nine
      
      
      For the Nine
      
      
      August 21,Months Ended
      
      
      Months Ended
      
      
      **Months Ended**
      
      
      Months Ended
      
      
      2003 toJune 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,
      
      
      June 30,2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Sales
      $
      149
      
      $
      137
      
      $
      439
      
      $
      400
      
      $
      1,360Direct Costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      777Gross Profit
      
      149
      
      
      137
      
      
      439
      
      
      400
      
      
      583General and AdministrativeExpensesAccounting and auditing
      
      16,217
      
      
      21,170
      
      
      56,267
      
      
      33,072
      
      
      200,128Bank charges
      
      51
      
      
      -
      
      
      496
      
      
      -
      
      
      956Consulting and technical support(Note 2)
      
      30,059
      
      
      -
      
      
      88,884
      
      
      -
      
      
      116,685Depreciation
      
      172
      
      
      158
      
      
      552
      
      
      462
      
      
      1,871Development costs
      
      -
      
      
      15
      
      
      -
      
      
      1,066
      
      
      29,152Filing fees
      
      57
      
      
      2,725
      
      
      2,532
      
      
      2,725
      
      
      5,257Intellectual property
      
      -
      
      
      -
      
      
      -
      
      
      2,500,000
      
      
      2,500,000Investor relations
      
      -
      
      
      -
      
      
      18,000
      
      
      -
      
      
      18,000Legal
      
      6,154
      
      
      23,326
      
      
      24,093
      
      
      23,326
      
      
      80,369Marketing and public relations
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      31,325Office
      
      530
      
      
      564
      
      
      4,190
      
      
      2,265
      
      
      13,425Rent (Note 2)
      
      2,978
      
      
      2,739
      
      
      8,783
      
      
      7,992
      
      
      35,218Salaries and wages (Note
        2)
      
      99
      
      
      11,986
      
      
      11,645
      
      
      41,611
      
      
      157,164Transfer agent
      
      50
      
      
      -
      
      
      135
      
      
      -
      
      
      2,040Travel and entertainment
      
      9
      
      
      179
      
      
      865
      
      
      774
      
      
      3,554Total General and AdministrativeExpenses
      
      56,376
      
      
      62,862
      
      
      216,442
      
      
      2,613,293
      
      
      3,195,144Loss from Operations
      
      (56,227
      )
      
      (62,725
      )
      
      (216,003
      )
      
      (2,612,893
      )
      
      (3,194,561
      )Other Income (Expense)Foreign exchange gain
      
      (7,138
      )
      
      (99
      )
      
      (6,558
      )
      
      (99
      )
      
      (5,734
      )Interest income
      
      13
      
      
      836
      
      
      21
      
      
      730
      
      
      706Net Loss
      $
      (63,352
      )
      $
      (61,988
      )
      $
      (222,540
      )
      $
      (2,612,262
      )
      $
      (3,199,589
      )Weighted Average SharesOutstanding  Basic and Diluted
      
      28,634,150
      
      
      28,225,139
      
      
      28,561,476
      
      
      17,408,380Loss per Share  Basic and Diluted
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.01
      )
      $
      (0.15
      )


- See Accompanying Notes -

F-2

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Playbox (US) Inc.(Formerly Boyd Holdings Inc.)(A Development Stage Company)Consolidated Statements of Cash Flows(Unaudited)

|                                           |   |              |   |   |              |   |   | Cumulative    |  
|------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                           |   |              |   |   |              |   |   | From          |  
|                                           |   |              |   |   |              |   |   | Incorporation |  
|                                           |   | For the Nine |   |   | For the Nine |   |   | August 21,    |  
|                                           |   | Months Ended |   |   | Year Ended   |   |   | 2003 to       |  
|                                           |   | June 30,     |   |   | June 30,     |   |   | June 30,      |  
|                                           |   | 2007         |   |   | 2006         |   |   | 2007          |  
|Operating                                  |   |              |   |   |              |   |   |               |  
|Net Loss                                   | $ | (222,540     | ) | $ | (2,612,262   | ) | $ | (3,199,589    | )
|Items not involving cash:                  |   |              |   |   |              |   |   |               |  
|Depreciation                               |   | 552          |   |   | 462          |   |   | 1,871         |  
|Shares for consulting services             |   | -            |   |   | -            |   |   | 6,085         |  
|Shares for intellectual property           |   | -            |   |   | 2,500,000    |   |   | 2,500,000     |  
|Changes in non-cash working capital items: |   |              |   |   |              |   |   |               |  
|Accounts receivable                        |   | 620          |   |   | (332         | ) |   | (653          | )
|Accounts payable                           |   | 27,258       |   |   | (8,785       | ) |   | 27,036        |  
|Accrued liabilities                        |   | (16,806      | ) |   | (20,252      | ) |   | 13,421        |  
|Net cash flows used in operations          |   | (210,916     | ) |   | (141,169     | ) |   | (651,829      | )
|                                           |   |              |   |   |              |   |   |               |  
|Investing                                  |   |              |   |   |              |   |   |               |  
|Cash acquired on purchase                 |   |              |   |   |              |   |   |               |  
|Playbox Media Limited                      |   | -            |   |   | 162,796      |   |   | 162,796       |  
|Acquisition of property and equipment      |   | -            |   |   | -            |   |   | (1,887        | )
|Net cash flows from investing activities   |   | -            |   |   | 162,796      |   |   | 160,909       |  
|                                           |   |              |   |   |              |   |   |               |  
|Financing                                  |   |              |   |   |              |   |   |               |  
|Amounts due to related parties             |   | 101,145      |   |   | 6            |   |   | 166,163       |  
|Loan from related party                    |   | -            |   |   | -            |   |   | 159,064       |  
|Loan payable                               |   | 14,100       |   |   | -            |   |   | 14,100        |  
|Share issuances for cash                   |   | 80,000       |   |   | 50,000       |   |   | 168,393       |  
|Net cash flows from financing activities   |   | 195,245      |   |   | 50,006       |   |   | 507,720       |  
|                                           |   |              |   |   |              |   |   |               |  
|Effect of exchange rate changes            |   | (4,875       | ) |   | (2,688       | ) |   | (10,913       | )
|                                           |   |              |   |   |              |   |   |               |  
|Change in Cash                             |   | (20,546      | ) |   | 68,945       |   |   | 5,887         |  
|Cash - Beginning                           |   | 26,433       |   |   | 3,027        |   |   | -             |  
|Cash - Ending                              | $ | 5,887        |   | $ | 71,972       |   | $ | 5,887         |  
|                                           |   |              |   |   |              |   |   |               |  
|Supplemental Cash Flow Information         |   |              |   |   |              |   |   |               |  
|Cash paid for:                             |   |              |   |   |              |   |   |               |  
|Income Taxes                               | $ | -            |   | $ | -            |   | $ | -             |  
|Interest                                   | $ | -            |   | $ | -            |   | $ | -             |  

- See Accompanying Notes -

F-3

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|Playbox (US) Inc.                         
|------------------------------------------
|(Formerly Boyd Holdings Inc.)             
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|June 30, 2007                             
|(Unaudited)                               
|                                          
|                                          

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Unaudited Interim Consolidated Financial
        Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The accompanying unaudited interim consolidated
        financial statements have been prepared in accordance with United States
        generally accepted accounting principals for interim financial information
        and with the instructions to Form 10-QSB of Regulation S-B. They do not
        include all information and footnotes required by generally accepted accounting
        principles for complete financial statements. However, except as disclosed
        herein, there have been no material changes in the information disclosed
        in the notes to the consolidated financial statements for the year ended
        September 30, 2006 included in the Companys Form SB-2 filed with
        the Securities and Exchange Commission. The unaudited interim consolidated
        financial statements should be read in conjunction with those consolidated
        financial statements included in the Form SB-2. In the opinion of management,
        all adjustments considered necessary for a fair presentation, consisting
        solely of normal recurring adjustments, have been made. Operating results
        for the nine months ended June 30, 2007 are not necessarily indicative
        of the results that may be expected for the year ending September 30,
        2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Related Party Balances and Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The above transactions, occurring in the normal
        course of operations, are measured at the exchange amount, which is the
        amount of consideration established and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Companys capitalization is 100,000,000
        common shares with a par value of $0.001 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On May 25, 2007, the Company issued for cash
        320,000 units comprised of 320,000 shares at $0.25 and 320,000 share purchase
        warrants exercisable at $0.50 for two years from date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-4

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|Playbox (US) Inc.                         
|------------------------------------------
|(Formerly Boyd Holdings Inc.)             
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|June 30, 2007                             
|(Unaudited)                               
|                                          
|                                          

|**4.** | **Loan Payable**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | During the period, the Company received loan advances
        from Karada Ltd. (Karada), an unrelated third party. As at
        June 30, 2007, the loan balance was $14,100.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Subsequent to the period end, the Company entered into
        a formal loan agreement with Karada to clarify the interest and repayment
        terms of the advances and also provide further funding. The line of credit
        is a draw down facility which is unsecured and available in minimum tranches
        of $5,000 up to a maximum of $250,000 bearing interest at a rate of 5%
        per annum calculated monthly, for a period of five years ending July 1,
        2012. The loan is due on demand after the maturity date. In the event
        of a default, the interest rate increases to 10% per annum calculated
        monthly. In addition, a lending fee of $1,000 will be applied to the balance
        owing and due on the maturity date.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.     | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Certain of the comparative figures have been reclassified
        to conform with the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-5

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Item
2.               
Managements Discussion and Analysis

The following discussion of our financial condition, changes in
financial condition and results of operations for the three and nine months
ended June 30, 2007 should be read in conjunction with our unaudited
consolidated interim financial statements and related notes for the three and
nine months ended June 30, 2007.

Overview of Our Business

We were incorporated on April 1, 2005 as Boyd Holdings Inc.
under the laws of the State of Nevada. We operate through our wholly-owned
subsidiary, PlayBOX Media Limited (PlayBOX UK). We changed our name to
PlayBOX (US) Inc. effective April 12, 2006 to reflect our acquisition of
PlayBOX UK and its business. PlayBOX UK was incorporated on August 21, 2003
under the laws of the United Kingdom.

We are the owner of an online music hosting and downloading
application targeted at unsigned music acts and small- to medium-sized record
labels enabling them to establish their own music downloading or hosting
services. The application is offered with a number of supplemental services such
as hosting, streaming, e-commerce and digital rights management (DRM) using the
latest MP3 and Windows Multimedia technology. We pool these services together to
offer our clients a cost-effective and professional platform on which to sell
and promote their music products.

Our PlayBOX online music application consists of four dynamic
interfaces, namely White Label, Aggregator, Bespoke and Jukebox, that provide an
interface between artists and content owners and their listeners via the
Internet. The White Label interface provides artists a way to offer their music
for sale to listeners via the Internet by enabling them to download individual
songs either directly from our website or from the artists own website. The
Aggregator interface allows small- to medium-sized record labels with a music
catalogue of at least 50 tracks who wish to sell their tracks via an online
downloading store with e-commerce, tracking, reporting and billing functions
built in. The interface can be operated as a stand-alone website, or can be
integrated into the clients existing website. For our Bespoke interface, we
hire independent web designers to create specialized interfaces for particular
clients with unique needs and requirements quickly and cheaply. Finally, our
PlayBOX Jukebox interface provides music listeners with a unique way to listen
to their music and to manage their music collections visually on their personal
computer. The PlayBOX Jukebox also lets users submit their personal ratings of
the music they have stored on the Jukebox, and the Jukebox can even recommend
other music that will match the users taste.

We have completed the development of the PlayBOX online music
application. However, we have only commenced the process of commercializing our
technology. While we have achieved initial sales, these sales cannot be viewed
as significant in relation to our operating expenses. Accordingly, we are in the
development stage of our business. Further, we will require additional financing
in order to complete commercialization of our PlayBOX online music application.

We have earned only minimal revenues to date. Our plan of
operations, as described below, is to generate revenues from the sales of one or
more of the interfaces comprising our online music application.

Our principal executive office is located at Suite 3.19, 130
Shaftesbury Avenue, London, England, W1D 5EU. Our telephone number is +44(0)20
7031 1187 and our fax number is +44(0)20 7031 1199.

Plan Of Operations

Our plan of operations is to commercialize and generate
revenues from our PlayBOX online music application. We have targeted unsigned
music acts and small- to medium-sized record labels as the

- 2 -

---

potential customer base for the PlayBOX music application. The
PlayBOX music application is able to provide artists and content owners with a
range of services which incorporate the latest MP3 and Windows Multimedia music
formats. We also offer a number of services to supplement these interfaces such
as hosting, streaming, e-commerce and digital rights management (DRM). We pool
these services together to offer potential customers a cost-effective and
professional platform on which to sell and promote their music products.

Our plan of operations for the next twelve months is to
complete the following objectives within the time periods and budgets specified:

|1. | We plan to carry out sales and marketing of our PlayBOX
      online music service with the objective of securing sales of our White
      Label interface to music artists and our Aggregator interface to record
      labels. Our Bespoke interfaces will be targeted predominantly towards
      companies involved in the music industry. We plan to undertake a number of
      marketing and promotional campaigns over the next 12 months with the
      objective of establishing sales momentum. We estimate $7,000 per month
      will be spent on our proposed marketing campaigns and promotions in that
      12-month period, for anticipated total annual expenditures of
    $84,000.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | We anticipate spending approximately $10,000 over the
      next 12 months to various third parties to run our PlayBOX service. These
      parties elements are: (i) dedicated server through Open Hosting Ltd.,
      (ii) ePDQ payment interface, provided by Barclaycard UK, (iii) Digital
      Rights Management Interface, provided by IFDNRG Ltd., (iv) the
      administration of these elements in the PlayBOX system.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | We anticipate spending approximately $17,000 over the
      next twelve months in continuing the upgrading, development and design of
      our PlayBOX system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | We anticipate spending approximately $2,000 in ongoing
      general and administrative expenses per month for the next twelve months,
      for a total anticipated expenditure of $24,000 over the next twelve
      months. The general and administrative expenses for the year will consist
      primarily of rent and office services, technical support and hosting
      services and general office expenses.                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | We anticipate spending approximately $40,000 in complying
      with our obligations as a reporting company under the Securities
      Exchange Act of 1934. 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 SEC.                                                                                                                                                                                                                                                                                         

These planned expenditures total $175,000 over the next twelve
months.

We had cash of $5,887 and working capital deficit of $261,518
as at June 30, 2007. We anticipate that our planned expenditures over the next
twelve months in the amount of $175,000 will exceed our cash reserves and
working capital. As a result, we anticipate that our cash and working capital
will not be sufficient to enable us to undertake our plan of operations over the
next twelve months without our obtaining additional financing. We anticipate
based on our current cash and working capital deficit and our planned expenses
that we will not be able to fund our operations beyond the next few months
without additional financing. We anticipate that we will require financing in
the amount of approximately $450,000 in order to carry out our plan of
operations for the next twelve months.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. We
believe that debt financing will not be an alternative for funding of our
planned activities as we do not have tangible assets to secure any debt
financing.

- 3 -

---

We have not entered into any financing agreements and we cannot
provide investors with any assurance that any financing we obtain will be
sufficient to fund our plan of operations. At this time, all potential investors
and all discussions are taking place outside of the United States. We may also
seek to obtain additional financing from our principal shareholders, although
none of our shareholders have committed to advance any shareholder loans to us.
In the absence of such financing, we may not be able to continue our plan of
operations beyond the next few months and our business plan will fail. If we do
not continue to obtain additional financing, we will be forced to abandon our
plan of operations and our business activities.

Presentation Of Financial Information

Effective March 24, 2006, we acquired 100% of the issued and
outstanding shares of PlayBOX UK by issuing 12,000,000 shares of our common
stock. Notwithstanding its legal form, our acquisition of PlayBOX UK has been
accounted for as a reverse acquisition, since the acquisition resulted in the
former shareholders of PlayBOX UK owning the majority of our issued and
outstanding shares. Because Boyd Holdings Inc. (now PlayBOX (US) Inc.) was a
newly incorporated company with nominal net non-monetary assets, the acquisition
has been accounted for as an issuance of stock by PlayBOX UK accompanied by a
recapitalization. Under the rules governing reverse acquisition accounting, the
results of operations of PlayBOX (US) Inc. are included in our consolidated
financial statements effective March 24, 2006. Our date of inception is the date
of inception of PlayBOX UK, being August 21, 2003, and our financial statements
are presented with reference to the date of inception of PlayBOX UK. Financial
information relating to periods prior to March 24, 2006 is that of PlayBOX UK.

Critical Accounting Policies

Development Stage Company

We are a development stage company as defined by Financial
Accounting Standards No. 7. We are presently devoting all of our present efforts
to establishing a new business. All losses accumulated since inception have been
considered as part of our development stage activities.

Revenue Recognition

We recognize revenue from sales of our IRMA devices when all of
the following criteria have been met: persuasive evidence for an arrangement
exists; delivery has occurred; the fee is fixed or determinable; and collection
is reasonably assured. Revenue derived from the sale of services is initially
recorded as deferred revenue on the balance sheet. The amount is recognized as
income over the term of the contract.

Revenue from time and material service contracts is recognized
as the services are provided. Revenue from fixed price, long-term service or
development contracts is recognized over the contract term based on the
percentage of services that are provided during the period compared with the
total estimated services to be provided over the entire contract. Losses on
fixed price contracts are recognized during the period in which the loss first
becomes apparent. Payment terms vary by contract.

Foreign Currency Translations

Our functional currency is pounds sterling (£). Our reporting
currency is the U.S. dollar. All transactions initiated in other currencies are
re-measured into the functional currency as follows:

| | i)  | Monetary assets and liabilities at the rate of exchange
      in effect at the balance sheet date,
| | --- | --------------------------------------------------------------------------------------------------
| |     |                                                                                                   
| | ii) | Non-monetary assets and liabilities, and equity at
      historical rates, and                    

- 4 -

---

| | iii) | Revenue and expense items at the average rate of exchange
      prevailing during the period.
| | ---- | ---------------------------------------------------------------------------------------------

Gains and losses on re-measurement are included in determining
net income for the period.

Translation of balances from the functional currency into the
reporting currency is conducted as follows:

| | ii)  | Assets and liabilities at the rate of exchange in effect
      at the balance sheet date,    
| | ---- | ---------------------------------------------------------------------------------------------
| |      |                                                                                              
| | ii)  | Equity at historical rates, and                                                              
| |      |                                                                                              
| | iii) | Revenue and expense items at the average rate of exchange
      prevailing during the period.

Translation adjustments resulting from translation of balances
from functional to reporting currency are accumulated as a separate component of
shareholders equity as a component of comprehensive income or loss. Upon sale
or liquidation of the net investment in the foreign entity the amount deferred
will be recognized in income.

Results Of Operations  Three and Nine months ended June 30,
2007 and 2006

References to the discussion below to fiscal 2007 are to our
current fiscal year which will end on September 30, 2007. References to fiscal
2006 and fiscal 2005 are to our fiscal years ended September 30, 2006 and 2005,
respectively.

- 5 -

---

CumulativeFromIncorporationFor the Three
    
    
    For the Three
    
    
    For the Nine
    
    
    For the Nine
    
    
    August 21,Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    2003 toJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007Sales
    $
    149
    
    $
    137
    
    $
    439
    
    $
    400
    
    $
    1,360Direct Costs
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    777Gross Profit
    
    149
    
    
    137
    
    
    439
    
    
    400
    
    
    583General and Administrative
      ExpensesAccounting and auditing
    
    16,217
    
    
    21,170
    
    
    56,267
    
    
    33,072
    
    
    200,128Bank
      charges
    
    51
    
    
    -
    
    
    496
    
    
    -
    
    
    956Consulting and technical
      support
    
    30,059
    
    
    -
    
    
    88,884
    
    
    -
    
    
    116,685Depreciation
    
    172
    
    
    158
    
    
    552
    
    
    462
    
    
    1,871Development costs
    
    -
    
    
    15
    
    
    -
    
    
    1,066
    
    
    29,152Filing
      fees
    
    57
    
    
    2,725
    
    
    2,532
    
    
    2,725
    
    
    5,257Intellectual property
    
    -
    
    
    -
    
    
    -
    
    
    2,500,000
    
    
    2,500,000Investor
      relations
    
    -
    
    
    -
    
    
    18,000
    
    
    -
    
    
    18,000Legal
    
    6,154
    
    
    23,326
    
    
    24,093
    
    
    23,326
    
    
    80,369Marketing
      and public relations
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    31,325Office
    
    530
    
    
    564
    
    
    4,190
    
    
    2,265
    
    
    13,425Rent
    
    2,978
    
    
    2,739
    
    
    8,783
    
    
    7,992
    
    
    35,218Salaries and wages
    
    99
    
    
    11,986
    
    
    11,645
    
    
    41,611
    
    
    157,164Transfer
      agent
    
    50
    
    
    -
    
    
    135
    
    
    -
    
    
    2,040Travel and entertainment
    
    9
    
    
    179
    
    
    865
    
    
    774
    
    
    3,554Total General and
      AdministrativeExpenses
    
    56,376
    
    
    62,862
    
    
    216,442
    
    
    2,613,293
    
    
    3,195,144Loss from Operations
    
    (56,227
    )
    
    (62,725
    )
    
    (216,003
    )
    
    (2,612,893
    )
    
    (3,194,561
    )Other Income (Expense)Foreign
      exchange gain
    
    (7,138
    )
    
    (99
    )
    
    (6,558
    )
    
    (99
    )
    
    (5,734
    )Interest income
    
    13
    
    
    836
    
    
    21
    
    
    730
    
    
    706Net Loss
    $
    (63,352
    )
    $
    (61,988
    )
    $
    (222,540
    )
    $
    (2,612,262
    )
    $
    (3,199,589
    )


Key factors affecting our results of operations are discussed
as follows:

Revenue

We achieved our initial sales from the PlayBOX online music
application in fiscal 2005. We achieved further sales in fiscal 2006. Our
initial sales have been attributable to sales of web hosting services that we
provide to The Little Bazaar, which is our initial and only current paying
customer. Our sale continue to be insignificant in terms of our overall
operating expenses. We have generated $439 in sales during the first nine months
of fiscal 2007 compared to $400 during the first nine months of fiscal 2006.

Our costs of sales are primarily comprised of costs to our
network service provider that provides us with the network services that we
require in order to enable us to provide web hosting services to customers.

Accounting and Auditing

Accounting and auditing expenses are attributable to the
preparation and audit of our financial statements.

Our accounting and auditing expenses increased to $56,267
during the first nine months of fiscal 2007 as compared to $33,072 during the
first nine months of fiscal 2006 as a result of the completion of our

- 6 -

---

audited annual and unaudited interim financial statements
prepared in connection with the filing of a registration statement with the
SEC.

Consulting and Technical Support

Our consulting and technical support expenses increased to
$88,884 during the first nine months of fiscal 2007 compared to $nil during the
first nine months of fiscal 2006, as a result of a consulting services agreement
we entered into with DeBondo Capital Limited on August 1, 2006.

Intellectual Property

We did not incur any expenses on any intellectual property
during the first nine months of fiscal 2007. We have determined that the
carrying amount of the PlayBOX intellectual property was not recoverable and
impaired in accordance with paragraph 34 of SOP 98-1 and FASB 144. As a result,
we have written-off the cost to us of $2,500,000 when we acquired the PlayBOX
intellectual property on March 31, 2006.

Legal

Our legal expenses to date have been attributable to expenses
related to our organization and the preparation and filing of a registration
statement with the SEC. Our legal expenses increased slightly to $24,093 during
the first nine months of fiscal 2007 as compared to $23,326 during the first
nine months of fiscal 2006. The minor increase resulted from an increase in the
foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

Office and Miscellaneous

Office expenses are comprised of general office and
administrative expenses not covered under our agreement with Azuracle. These
expenses increased to $4,190 during the first nine months of fiscal 2007 as
compared to $2,265 during the first nine months of fiscal 2006 due to an
increase in expenses related to telephone long distance and computer supplies.

Rent

Rent expense was attributable to amounts paid on account of our
rent of shared office premises in London, England. We originally paid these
amounts to Outlander Management until we replaced our agreement with Outlander
Management with our agreement with Azuracle on July 1, 2005. Our rent expense
increased slightly to $8,783 during the first nine months of fiscal 2007 as
compared to $7,992 during the first nine months of fiscal 2006. The minor
increase resulted from an increase in the foreign exchange rate of the U.S.
dollar in terms of the Great Britain pound.

Salaries and Wages

Salaries and benefits are primarily comprised of salary paid to
Robert Burden, our sole executive officer and employee. Our salaries and
benefits decreased to $11,645 during the first nine months of fiscal 2007 as
compared to $41,611 during the first nine months of fiscal 2006 because Mr.
Burden agreed to lower his monthly salary effective July 1, 2006. We did not
issue any shares associated with salaries or benefits during the first nine
months of fiscal 2007 and fiscal 2006.

Loss from Operations

Our loss from operations decreased significantly to $216,003
during the first nine months of fiscal 2007 as compared to $2,612,893 during the
first nine months of fiscal 2006, primarily due to our write-off of the
$2,500,000 cost of our acquisition of the PlayBOX intellectual property on March
31, 2006.

- 7 -

---

Liquidity and Capital Resources

As at June 30, 2007, we had cash of $5,887 and a working
capital deficit of $261,518 and as at September 30, 2006, we had cash of $26,433
and a working capital deficit of $128,755.

Plan of Operations

We estimate that our total expenditures over the next twelve
months will be approximately $175,000, as outlined above under the heading Plan
of Operations. We anticipate that our cash and working capital will not be
sufficient to enable us to undertake our plan of operations over the next twelve
months without our obtaining additional financing. We presently require
immediate financing in order that we have the cash necessary for us to continue
our operations. In view of our working capital deficit, we anticipate that we
will require additional financing in the approximate amount of $440,000 in order
to enable us to sustain our operations for the next twelve months.

Cash used in Operating Activities

We used cash of $210,916 in operating activities during the
first nine months ended June 30, 2007, $141,169 during the first nine months of
fiscal 2006. Since inception, we have used cash of $651,829 in operating
activities. We have applied cash generated from financing activities to fund
cash used in operating activities.

Cash from Investing Activities

We did not use any cash in investing activities during the
first nine months of fiscal 2007 or during the first nine months of fiscal 2006.
We acquired cash of $162,796 during the first nine months of fiscal 2006 as a
result of our acquisition of PlayBOX UK.

Cash from Financing Activities

We generated cash of $195,245 from financing activities during
the first nine months of fiscal 2007 compared to cash of $50,006 generated from
financing activities during the first nine months of fiscal 2006.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive business activities. For these
reasons our auditors stated in their report that they have substantial doubt we
will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. We
believe that debt financing will not be an alternative for funding of our
planned activities because we do not have tangible assets to secure any debt
financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

- 8 -

---

Item
3.               
Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of June
30, 2007, being the date of our most recently completed quarter. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Robert Burden. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended June 30, 2007, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended June 30, 2007.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

PART II  OTHER INFORMATION

Item
1.               
Legal Proceedings

We currently are not a party to any material legal proceedings
and to our knowledge, no such proceedings are threatened or contemplated.

- 9 -

---

Item
2.               
Unregistered Sales of Equity Securities and Use of Proceeds

We completed the following sales of securities without
registration under the Securities Act of 1933 during the three months ended June
30, 2007:

- On May 25, 2007, we completed a financing with one investor in the amount
  of $80,000 through the sale of 320,000 units at $0.25 per unit, with each unit
  consisting of one share of our common stock and one share purchase warrant
  exercisable to acquire one share of our common stock at a price of $0.50 per
  share, expiring on May 25, 2009. This sale was completed pursuant to
  Regulation S of the Act on the basis that the purchaser is a non-U.S. person,
  as defined under Regulation S of the Act. No commissions were paid in
  connection with this private placement. All securities issued were endorsed
  with a restrictive legend confirming that the securities had been issued
  pursuant to Regulation S of the Act and were restricted securities under the
  Act and could not be resold without registration under the Act or an
  applicable exemption from the registration requirements of the Act. No
  registration rights were granted to the purchaser.

Item
3.               
Defaults Upon Senior Securities

None.

Item
4.               
Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote
during the three months ended June 30, 2007.

Item
5.               
Other Information

None

Item
6.               
Exhibits

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

|Exhibit |  |                                                                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                        
|        |  |                                                                                                                                                                                               
|3.1(1)  |  | Articles of Incorporation                                                                                                                                                                     
|        |  |                                                                                                                                                                                               
|3.2(1)  |  | Certificate of Amendment to Articles of Incorporation                                                                                                                                         
|        |  |                                                                                                                                                                                               
|3.3(1)  |  | By-Laws                                                                                                                                                                                       
|        |  |                                                                                                                                                                                               
|10.1(1) |  | Agency Exploitation Agreement dated March 30, 2004 among
      PlayBOX UK, HBI Sales Private Limited, Zacan Holdings Proprietary Limited,
      ICT/Europetec Limited and MIR Technologies LLC
|        |  |                                                                                                                                                                                               
|10.2(1) |  | Letter Agreement between PlayBOX UK and Robert Burden
      regarding appointment of Robert Burden as Managing Director of PlayBOX UK
      dated effective April 13, 2004                    
|        |  |                                                                                                                                                                                               
|10.3(1) |  | Employment Agreement between PlayBOX UK and Robert Burden
      dated effective May 1, 2004                                                                                                   
|        |  |                                                                                                                                                                                               
|10.4(1) |  | Service Agreement dated August 4, 2004 between PlayBOX UK
      and Outlander Management                                                                                                      

- 10 -

---

|Exhibit  |  |                                                                                                                                                                                                               
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description of Exhibit                                                                                                                                                                                        
|         |  |                                                                                                                                                                                                               
|10.5(1)  |  | Loan Agreement
        dated October 4, 2004 between PlayBOX UK and PlayBOX Inc.                                                                                                                              
|         |  |                                                                                                                                                                                                               
|10.6(1)  |  | Debenture Agreement
        dated October 4, 2004 between PlayBOX UK and PlayBOX Inc. evidencing the
        indebtedness of PlayBOX UK under the Loan Agreement                                              
|         |  |                                                                                                                                                                                                               
|10.7(1)  |  | Debt Settlement
        Agreement dated April 28, 2005 between PlayBOX UK and PlayBOX Inc.                                                                                                                    
|         |  |                                                                                                                                                                                                               
|10.8(1)  |  | Share Exchange
        Agreement dated May 23, 2005, as amended, among Boyd Holdings Inc., PlayBOX
        UK and the stockholders of PlayBOX UK                                                              
|         |  |                                                                                                                                                                                                               
|10.9(1)  |  | Closing Agreement
        dated March 24, 2006 amongst PlayBOX (US) Inc. and PlayBOX UK and the
        shareholders of PlayBOX UK                                                                            
|         |  |                                                                                                                                                                                                               
|10.10(1) |  | Asset Purchase
        Agreement dated March 31, 2006 between PlayBOX (US) Inc. and PlayBOX Inc.                                                                                                              
|         |  |                                                                                                                                                                                                               
|10.11(1) |  | Termination
        and Release Agreement dated March 31, 2006 among PlayBOX UK, HBI Sales
        Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited
        and MIR Technologies LLC
|         |  |                                                                                                                                                                                                               
|10.12(1) |  | Subscription
        agreement between the Company and Annette Cocker dated April 8, 2005 relating
        to the Company's private offering of 500,000 shares                                                
|         |  |                                                                                                                                                                                                               
|10.13(1) |  | Form of subscription
        agreement relating to our May 31, 2005 private offering of securities.                                                                                                           
|         |  |                                                                                                                                                                                                               
|10.14(1) |  | Form of subscription
        agreement relating to our August 31, 2005 private offering of securities.                                                                                                        
|         |  |                                                                                                                                                                                                               
|10.15(1) |  | Regulation S
        Debt Conversion Agreement dated March 31, 2006 between the Company and
        Hillside Investment Corporation.                                                                          
|         |  |                                                                                                                                                                                                               
|10.16(2) |  | Form of subscription
        agreement relating to our July 14, 2006 private offering of securities.                                                                                                          
|         |  |                                                                                                                                                                                                               
|10.17(3) |  | Service Agreement
        dated July 1, 2005 between PlayBOX UK and Azuracle Limited                                                                                                                          
|         |  |                                                                                                                                                                                                               
|10.18(3) |  | Letter Agreement
        dated December 28, 2006 between PlayBOX UK and Robert Burden                                                                                                                         
|         |  |                                                                                                                                                                                                               
|10.19(3) |  | Consulting Services
        Agreement dated August 1, 2006 between PlayBOX (US) Inc. and DeBondo Capital
        Limited                                                                                      
|         |  |                                                                                                                                                                                                               
|10.20(4) |  | Form of subscription
        agreement relating to our May 25, 2007 private offering of securities.                                                                                                           
|         |  |                                                                                                                                                                                                               
|31.1(5)  |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.        
|         |  |                                                                                                                                                                                                               
|32.1(5)  |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to section 906 of the sarbanes-oxley
        act of 2002         

|(1) | Filed as an exhibit to our registration statement on Form
      SB-2 filed with the Securities and Exchange Commission on June 8,
    2006.                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                      
|(2) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 1) filed with the Securities and Exchange Commission
      on October 10, 2006.

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|(3) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 3) filed with the Securities and Exchange Commission
      on January 18, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                      
|(4) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 6) filed with the Securities and Exchange Commission
      on July 12, 2007.   
|    |                                                                                                                                                                      
|(5) | Filed as an exhibit to this quarterly report on Form
      10-QSB.                                                                                                   

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

PLAYBOX (US) INC.

By:     
 /s/ Robert
Burden             ________________________________           
Robert
Burden            
Chief Executive Officer and Chief Financial Officer

Date: September 18, 2007

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