UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q/A
 Amendment
No. 1
  x QUARTERLY REPORT UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  for the
quarterly period ended March 31,
2008
  o 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
issuer as specified in its charter)
  NEVADA
                N/A(State
      or other jurisdiction of incorporation or
                (IRS
      Employer Identification No.)organization)
  14 Robinson Road, Suite #
13-00, Far East Finance Building, Singapore 048545
 (Address
of principal executive offices)
  +65-6491-5497
 Issuer's
telephone number
  Diane D.
Dalmy
 Attorney
at Law
 8965 W.
Cornell Place
 Lakewood,
Colorado 80227
 303.985.9324
(telephone)
 303.988.6954
(fax)
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
x No
o
  Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. 28,845,139 shares of common stock as
of May 31, 2009.  Table of Contents
 1
 EXPLANATORY
NOTE:
 
 We are
filing this first amendment to our quarterly report on Form 10-Q for the six
months ended March 31, 2008 (the “March 2008 Form 10-Q”) to restate our
consolidated financial statements for the six months then ended. In the course
of preparing our financial statements for our annual report on Form 10-K to be
filed with the Securities and Exchange Commission (“SEC”) for the year ended
September 30, 2008, we discovered an unrecorded obligation resulting in a
material misstatement of our 2008 interim financial statements for the
previously reported quarter ended June 30, 2008. Furthermore, after reviewing
comments from the SEC in regards to this misstatement, we concluded that the
previous reported quarter ended March 31, 2008 also was affected by this
unrecorded obligation. The restatements to include this unrecorded obligation
has had a significant impact on our previously reported consolidated balance
sheets and consolidated statements of operations contained therein.
  The
restatement of our consolidated financial statements as a result of the error
described above has led our management to conclude that a material weakness
existed in our internal control over financial reporting as of March 31, 2008,
and that Management’s Report on Internal Control over Financial Reporting should
also be restated. Accordingly, this amended filing includes a revised“Item 4. Controls &
Procedure”s that reflects management’s conclusion that our internal
control over financial reporting was not effective at March 31, 2008 for
reasons in addition to those previously discussed.
  No
attempt has been made in this Form 10-Q/A to update disclosures presented in the
original Form 10-Q as filed except those affected by the recognition of the
previously unrecorded obligation. Furthermore, this Form 10-Q/A does not reflect
events occurring after the original filing except as disclosed in the original
Form 10-Q, including any changes to the exhibits affected by subsequent events.
Therefore, the exhibits have not been included with this Form 10-Q/A with the
exception of  Exhibits 31.1, 31.2 and 32.1 new certifications by our
principal executive officer and principal financial officer as required by
Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as
amended. Accordingly, this Form 10-Q/A should be read in conjunction with our
filings made with the SEC subsequent to the filing of the original Form 10-Q,
including any amendments to those filings.
 
 FORWARD-LOOKING STATEMENTS
  This
quarterly report on Form 10-Q 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 below, 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. We disclaim any obligation to publicly update these
statements, or disclose any difference between our actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
 Table of Contents
 2
 
 INDEX
 
 PART
      I–FINANCIAL
      INFORMATIONItem 1.
                Financial Statements
                4Item 2.
                Management’s Discussion
      and Analysis
                10Item 3.
                Controls and Procedures
                18PART
      II–OTHER
      INFORMATIONItem 1.
                Legal Proceedings
                20Item 2.
                Unregistered Sales of Equity Securities and Use of
      Proceeds
                20Item 3.
                Defaults Upon Senior Securities
                20Item 4.
                Submission of Matters to a Vote of Securities
      Holders
                20Item 5.
                OtherInformation
                20Item 6.
                Exhibits
                20
  Table of Contents
 3
 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-Q/A:
  PageRestated
      Consolidated Balance Sheets as at March 31,
      2008 (unaudited) and September 30, 2007 (audited)
              F-2Restated
      Consolidated Statements of Operations for
      the three and six months ended March 31, 2008 and 2007and for the period from incorporation (August 21,
      2003) to March 31, 2008
              F-3Restated
      Consolidated Statements of Cash Flows for
      the six months ended March 31, 2008 and 2007 and for the period from
      incorporation (August 21, 2003) to March 31, 2008
              F-4Restated
      Notes to Consolidated Financial Statements
              F-5
  Table of Contents
 4
 Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Balance Sheets(Unaudited)As
      ofMarch
      31, 2008
                          
                          
                          As
      of(Restated)
                          
                          
                          September
      30, 2007ASSETSCurrent
      AssetsCash
                          
                          $
                          4,145
                          
                          
                          $
                          5,909Accounts
      receivable
                          
                          
                          691
                          
                          
                          
                          322Total
      Current Assets
                          
                          $
                          4,836
                          
                          
                          $
                          6,231LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          142,658
                          
                          
                          $
                          100,207Accrued
      liabilities
                          
                          
                          42,674
                          
                          
                          
                          35,646Due
      to related parties
                          
                          
                          270,364
                          
                          
                          
                          201,231Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                          
                          
                          199,540
                          
                          
                          
                          0Total
      Current Liabilities
                          
                          
                          655,236
                          
                          
                          
                          337,084Long
      Term LiabilitiesLoan
      payable
                          
                          
                          30,810
                          
                          
                          
                          18,100Total
      Long Term Liabilities
                          
                          
                          30,810
                          
                          
                          
                          18,100TOTAL
      LIABILITIES
                          
                          
                          686,046
                          
                          
                          
                          355,184STOCKHOLDERS’
      DEFICIENCYCapital
      StockPreferred
      StockAuthorized:  5,000,000
      shares with $0.001 par value. Issued: Nil
                          
                          
                          -
                          
                          
                          
                          -Common
      StockAuthorized:
      100,000,000 common shares with $0.001 par valueIssued:  28,845,139
      (March 31, 2008)
                          
                          
                          28,845
                          
                          
                          
                          28,84528,845,139
      (September 30, 2007)Obligation
      to issue shares
                          
                          
                          70,000
                          
                          
                          
                          -Additional
      paid-in capital
                          
                          
                          2,906,055
                          
                          
                          
                          2,906,055Accumulated
      Other Comprehensive Income (Loss)
                          
                          
                          (10,255
                          )
                          
                          
                          (12,168
                          )Deficit
      accumulated during the development stage
                          
                          
                          (3,675,856
                          )
                          
                          
                          (3,271,685
                          )(681,210
                          )
                          
                          
                          (348,953
                          )$
                          4,836
                          
                          
                          $
                          6,231The
      accompanying notes are an integral part of these consolidated financials
      statements.
 Table of Contents
 5
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Statements of Operations(Unaudited)CumulativeFromIncorporationFor
      the Three
                            
                            
                            For
      the Three
                            
                            
                            For
      the Six
                            
                            
                            For
      the Six
                            
                            
                            August
      21,2003Months
      Ended
                            
                            
                            Months
      Ended
                            
                            
                            Months
      Ended
                            
                            
                            Months
      Ended
                            
                            
                            toMarch
      31, 2008
                            
                            
                            March
      31, 2007
                            
                            
                            March
      31, 2008
                            
                            
                            March
      31, 2007
                            
                            
                            March
      31, 2008(Restated)
                            
                            
                            
                            
                            
                            (Restated)
                            
                            
                            
                            
                            
                            (Restated)Sales
                            
                            
                            $-
                            
                            
                            
                            $146
                            
                            
                            
                            $-
                            
                            
                            
                            $290
                            
                            
                            
                            $1,364Cost
      of Sales
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            777Gross
      Margin
                            
                            
                            -
                            
                            
                            
                            146
                            
                            
                            
                            -
                            
                            
                            
                            290
                            
                            
                            
                            587General
      and Administrative ExpensesAccounting
      and auditing
                            
                            
                            10,056
                            
                            
                            
                            10,931
                            
                            
                            
                            32,086
                            
                            
                            
                            40,050
                            
                            
                            
                            256,322Bank
      charges
                            
                            
                            476
                            
                            
                            
                            219
                            
                            
                            
                            742
                            
                            
                            
                            445
                            
                            
                            
                            1,974Consulting and technical support(Note
      3)
                            
                            
                            79,907
                            
                            
                            
                            -
                            
                            
                            
                            111,811
                            
                            
                            
                            58,825
                            
                            
                            
                            259,211Depreciation
                            
                            
                            -
                            
                            
                            
                            169
                            
                            
                            
                            -
                            
                            
                            
                            380
                            
                            
                            
                            1,887Development
                            
                            
                            199,540
                            
                            
                            
                            -
                            
                            
                            
                            199,540
                            
                            
                            
                            -
                            
                            
                            
                            228,692Filing
      fees
                            
                            
                            1,520
                            
                            
                            
                            1,070
                            
                            
                            
                            1,520
                            
                            
                            
                            2,475
                            
                            
                            
                            6,777Intellectual
      property
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            2,500,000Investor
      relations
                            
                            
                            -
                            
                            
                            
                            18,000
                            
                            
                            
                            -
                            
                            
                            
                            18,000
                            
                            
                            
                            18,000Legal
                            
                            
                            7,466
                            
                            
                            
                            8,061
                            
                            
                            
                            25,190
                            
                            
                            
                            17,939
                            
                            
                            
                            115,192Marketing
      and public relations
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            31,325Office
      and miscellaneous
                            
                            
                            694
                            
                            
                            
                            840
                            
                            
                            
                            694
                            
                            
                            
                            3,660
                            
                            
                            
                            14,684Rent
                            
                            
                            2,968
                            
                            
                            
                            2,931
                            
                            
                            
                            6,036
                            
                            
                            
                            5,805
                            
                            
                            
                            44,286Salaries
      and benefits
                            
                            
                            25,179
                            
                            
                            
                            32,411
                            
                            
                            
                            29,340
                            
                            
                            
                            11,546
                            
                            
                            
                            186,609Transfer
      agent fees
                            
                            
                            130
                            
                            
                            
                            -
                            
                            
                            
                            130
                            
                            
                            
                            85
                            
                            
                            
                            2,170Travel
      and entertainment
                            
                            
                            -
                            
                            
                            
                            9
                            
                            
                            
                            -
                            
                            
                            
                            856
                            
                            
                            
                            3,564327,936
                            
                            
                            
                            74,641
                            
                            
                            
                            407,089
                            
                            
                            
                            160,066
                            
                            
                            
                            3,670,693(327,936
                            )
                            
                            
                            (74,495
                            )
                            
                            
                            (407,089
                            )
                            
                            
                            (159,776
                            )
                            
                            
                            (3,670,106
                            )Loss
      from OperationsOther
      Income (Expense)Foreign
      exchange (loss) gain
                            
                            
                            4,223
                            
                            
                            
                            519
                            
                            
                            
                            2,918
                            
                            
                            
                            580
                            
                            
                            
                            (6,484
                            )Interest
      income (expense)
                            
                            
                            -
                            
                            
                            
                            (7
                            )
                            
                            
                            -
                            
                            
                            
                            8
                            
                            
                            
                            734Net
      Loss
                            
                            
                            $(323,713
                            )
                            
                            
                            $(73,983
                            )
                            
                            
                            $(404,171
                            )
                            
                            
                            $(159,188
                            )
                            
                            
                            $(3,675,856
                            )$(0.01
                            )
                            
                            
                            $0.00
                            
                            
                            
                            $(0.01
                            )
                            
                            
                            $(0.01
                            )Loss
      per Share – Basic and Diluted28,845,139
                            
                            
                            
                            28,525,139
                            
                            
                            
                            28,845,139
                            
                            
                            
                            28,525,139Weighted
      Average Shares OutstandingComprehensive
      LossNet
      Loss
                            
                            
                            (323,713
                            )
                            
                            
                            (73,983
                            )
                            
                            
                            (404,171
                            )
                            
                            
                            (159,188
                            )
                            
                            
                            (3,675,856
                            )Foreign
      currency translation adjustment
                            
                            
                            (10,160
                            )
                            
                            
                            (149
                            )
                            
                            
                            1,913
                            
                            
                            
                            (3,001
                            )
                            
                            
                            (10,255
                            )(333,873
                            )
                            
                            
                            (74,132
                            )
                            
                            
                            (402,258
                            )
                            
                            
                            (162,189
                            )
                            
                            
                            (3,686,111
                            )The
      accompanying notes are an integral part of these consolidated financials
      statements.




Table of Contents
 6
  Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Statements of Cash FlowFor
      the Six Months Ending March 31, 2008
                          
                          
                          For
      the Six Months Ending
                            March
      31,2007
                          
                          
                          Cumulative
      from Incorporation
                            August
      21, 2003 to March 31, 2008(Restated)
                          
                          
                          
                          
                          
                          (Restated)OperatingNet
      Loss
                          
                          
                          $(404,171
                          )
                          
                          
                          $(159,188
                          )
                          
                          
                          $(3,675,856
                          )Items
      not involving cash:Depreciation
                          
                          
                          -
                          
                          
                          
                          380
                          
                          
                          
                          1,887Shares
      for consulting services
                          
                          
                          50,000
                          
                          
                          
                          -
                          
                          
                          
                          56,085Shares
      for intellectual property
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,500,000Changes
      in non-cash working capital items:Accounts
      receivable
                          
                          
                          (369
                          )
                          
                          
                          -199
                          
                          
                          
                          (691
                          )Accounts
      payable
                          
                          
                          42,451
                          
                          
                          
                          80,150
                          
                          
                          
                          90,082Accrued
      liabilities
                          
                          
                          7,028
                          
                          
                          
                          (6,201
                          )
                          
                          
                          33,812Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                          
                          
                          199,540
                          
                          
                          
                          -
                          
                          
                          
                          199,540Net
      cash flows used in operations
                          
                          
                          (105,521
                          )
                          
                          
                          (85,058
                          )
                          
                          
                          (795,141
                          )InvestingCash
      acquired on purchase –
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          130,626Playbox
      Media LimitedAcquisition
      of property and equipment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,887
                          )Net
      cash flows from investing activities
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          128,739FinancingDue
      to Boyd Holdings Inc.
                          
                          
                          -
                          
                          
                          
                          66,932
                          
                          
                          
                          32,170Amounts
      due to related parties
                          
                          
                          69,134
                          
                          
                          
                          -
                          
                          
                          
                          270,365Loan
      from related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          159,064Loan
      payable
                          
                          
                          12,710
                          
                          
                          
                          -
                          
                          
                          
                          30,810Convertible
      promissory note issuance
                          
                          
                          20,000
                          
                          
                          
                          -
                          
                          
                          
                          20,000Share
      issuances for cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          168,393Net
      cash flows from financing activities
                          
                          
                          101,844
                          
                          
                          
                          66,932
                          
                          
                          
                          680,802Effect
      of exchange rate changes
                          
                          
                          1,913
                          
                          
                          
                          (3,068
                          )
                          
                          
                          (10,255
                          )Change
      in Cash
                          
                          
                          (1,764
                          )
                          
                          
                          (21,194
                          )
                          
                          
                          4,145Cash
      - Beginning
                          
                          
                          5,909
                          
                          
                          
                          26,433
                          
                          
                          
                          -Cash
      - Ending
                          
                          
                          $4,145
                          
                          
                          
                          $5,239
                          
                          
                          
                          $4,145Supplemental
      Cash Flow InformationCash
      paid for:Income
      Taxes
                          
                          
                          $-
                          
                          
                          
                          $-
                          
                          
                          
                          $-Interest
      Paid
                          
                          
                          $-
                          
                          
                          
                          $-
                          
                          
                          
                          $-The
      accompanying notes are an integral part of these consolidated financials
      statements.
  Table of Contents
 7
 Playbox
      (US) Inc.(A
      Development Stage Company)Notes
      to the Consolidated Financial StatementsMarch
      31, 2008(Unaudited)(RESTATED)
 
 1.
                              Basis
      of PresentationUnaudited Interim Consolidated Financial
      StatementsThe
      accompanying unaudited interim consolidated financial statements have been
      prepared in accordance with United States generally accepted accounting
      principals for interim financial information and with the instructions to
      Form 10-Q. 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, 2007
      included in the Company’s 10-KSB filed with the Securities and Exchange
      Commission. The unaudited interim consolidated financial statements should
      be read in conjunction with those consolidated financial statements
      included in the 10-KSB. 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 six
      months ended March 31, 2008 are not necessarily indicative of the results
      that may be expected for the year ending September 30,
    2008.2.
                              Restatement
      of Previously Issued Financial StatementsThe
      Company has restated its balance sheet as of March 31, 2008, and the
      related statements of operations, stockholders’ equity, and cash
      flows.
                                
                                The
      Company had not accounted for a liability which resulted from a Share
      Purchase Agreement entered into on March 28, 2008 for the proposed
      acquisition of UK based Delta Music Limited (“Delta Music”) – see Note
      4.c. for a more detailed description of the acquisition.
                                
                                Under
      the terms of the Agreement, the Company agreed to pay GBP 100,000 (USD
      199,540 as of March 31, 2008) to the attorneys of the Sellers to fund
      certain expenses to be incurred by the Sellers and Delta Music in
      connection with the acquisition regardless of whether or not the
      acquisition completed.
                                
                                The
      effects of the restatement are as follows:
                                ·Amendment
      to the Balance Sheet to increase current liabilities by USD
      199,540
                                ·Amendment
      to the Income Statement to increase expenses for “Development Fees” by USD
      199,540
                                ·Amendment
      to the Statement of Stockholders’ Equity and Cash Flows to reflect the
      above changes3.
                              Promissory
      NoteOn
      February 4, 2008, the Company issued a convertible promissory note for a
      total amount of $20,000. This note bears interest at 5% per annum and is
      repayable by August 4, 2008. On February 5, 2008, this note was converted
      to shares at $0.25 per share under a settlement agreement.4.
                              Commitmentsa)
                              On
      November 5, 2007 the Company entered into a consulting agreement for a
      period of one year and thereafter on a month to month basis. In terms of
      the agreement the Company must issue the consultant 200,000 of its common
      share deemed to be earned at the time the agreement was executed.
   Table of Contents
 8
 b)
                            By
      Agreement dated December 14, 2007, the Company entered into an Executive
      Employment Agreement with Mr. Henry C. Maloney with respect to the
      appointment of Mr. Maloney as an executive officer of the Company. The
      annual salary for Mr. Maloney’s services is $99,865 (GBP50,000). As of
      March 31, 2008, $29,340 (GBP14,583) has been accrued.c)
                            The
      Company entered into a share purchase agreement March 28, 2008 with
      Laurence Adams and Jacqueline Adams for the proposed acquisition of U.K
      based Delta Music Limited, a United Kingdom company (“Delta Music”). The
      acquisition will be effected through the acquisition of 100% of the issued
      share capital of Delta Leisure Group Plc ("Delta Leisure"), a
      private company that owns 75% interest of the issued share capital of
      Delta Music, and 25% of the share capital of Delta Music. The
      consideration for the acquisition will be a combination of cash and shares
      of the Company’s common stock, as follows:·
                            cash
      of 1,400,000 Pounds Sterling payable on closing of the acquisition,
      and·
                            a
      number of shares of the Company’s common stock equal to 10% of the
      Company’s common stock, on a fully diluted basis, to be issued on closing
      of the acquisition.The
      acquisition will be subject the completion by the Company of a private
      placement financing to raise gross proceeds of no less than $4,000,000 by
      no later than June 30, 2008.5.
                            Subsequent
      Eventsa)
                            On
      April 11, 2008, the Company issued 639,647 common shares, pursuant to a
      debt settlement agreement with a fair value of $31,982 in full settlement
      of the loan payable.b)
                            On
      April 17, 2008, the Company received $100,000 as total cash consideration
      for the private placement of 2,000,000 common
  shares.
 Table of Contents
 9
 Item 2.
              Management’s Discussion and
      Analysis
  The
following discussion of our financial condition, changes in financial condition
and results of operations for the six month period ended March 31, 2008 should
be read in conjunction with our unaudited consolidated interim financial
statements and related notes for the six month period ended March 31,
2008.
  Overview
of Our Business
  PlayBOX
(US) Inc. (“we” or the “Company”) was 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 and we have
had very minimal sales to date. While we have achieved initial sales, these
sales cannot be viewed as significant in relation to our operating expenses.
Furthermore, we are presently not earning any revenues. Accordingly, we are in
the early development stage of our business. Further, we will require additional
financing in order to complete commercialization of our PlayBOX online music
application. As a result of our limited financing, our operations during the
past year have been scaled back to reflect our limited financial resources.
Accordingly, we have not advanced our business to the extent that we had planned
during the past year. We have recently brought in a director of business
strategy, Mr. Harry Maloney, to assist us in securing additional clients and
advancing our business operations.
  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 ability to pursue our plan of
operations has been limited during the past year and will be limited during the coming year to the extent that we have not had and will not have
sufficient funds with which to pursue our plan of operations.
  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.
  Table of Contents
 10
 Prospective
Acquisition of Delta Leisure Group Plc
  Further
to the letter of intent dated December 14, 2007, we entered into a share
purchase agreement dated March 28, 2008 (the “Share Purchase Agreement”)
with Laurence Adams and Jacqueline Adams (the “Sellers”) for the proposed
acquisition of U.K based Delta Music Limited, a United Kingdom company (“Delta Music”). The acquisition
will be effected through the acquisition from the Sellers of 100% of the issued
share capital of Delta Leisure Group Plc ("Delta Leisure"), a private
company that owns 75% interest of the issued share capital of Delta Music, and
25% of the share capital of Delta Music. The consideration for the acquisition
will be a combination of cash and shares of the Company’s common stock, as
follows:
  ·
              cash
      of 1,400,000 Pounds Sterling (equal to approximately $2,746,000 as at May
      12, 2008) payable on closing of the acquisition,
  and
  ·
              a
      number of shares of our common stock equal to 10% of our common stock, on
      a fully diluted basis, to be issued on closing of the
      acquisition.
  The
completion of the acquisition will be subject to the satisfaction of the
conditions precedent to closing set forth in the Share Purchase Agreement by no
later than June 30, 2008. These conditions include the following conditions, in
addition to customary conditions of closing:
  ·
              the
      completion by us of a private placement financing to raise gross proceeds
      of no less than $4,000,000, and
  ·
              the
      delivery to us of financial statements of Delta Music and Delta Leisure as
      required to enable us to satisfy its reporting obligations under the
      Securities Exchange Act of 1934 arising as a result of the completion of
      the acquisition.
  We have
has also agreed to advance 100,000 Pounds Sterling (equal to approximately
$196,000 as at May 12, 2008) to fund certain expenses to be incurred by the
Sellers and Delta Music in connection with completion of the acquisition,
including preparation of the required financial statements.
  There is
no assurance that we will be able to raise the financing necessary to enable it
to complete the acquisition or to otherwise satisfy the conditions precedent to
closing. Accordingly, there is no assurance that we will complete the
acquisition.
  Delta
Music is an established distributor of an extensive catalogue of major music
CD's, DVD's and video's throughout the United Kingdom and Europe. Delta Music
has two subsidiaries, namely Delta Home Entertainment Ltd., and Delta Music
Merchandising Ltd. Since its inception in 1993, the Delta Music group of
companies has become one of the most recognized manufacturers and distributors
of entertainment products in the United Kingdom with client distribution outlets
including Universal, Asda, Tesco, Aldi, Sit-Up TV, TK Maxx, Toys-R-Us and
Sainsbury's. In addition, Delta Music was an early mover in the growing on-line
digital download industry.
  Delta,
whose registered office is in Orpington, UK, holds 75% of the shares in Delta
Music Limited. Delta Music Limited, has two subsidiaries: Delta Home
Entertainment Ltd., and Delta Music Merchandising Ltd. Since its
inception in 1993, the Delta group of companies (the "Group") has become one of
the most recognized manufacturers and distributors of entertainment products in
the UK with client distribution outlets including Universal, Asda, Tesco, Aldi,
Sit-Up TV, TK Maxx, Toys-R-Us and Sainsbury's. In addition, Delta Music Limited
was an early mover in the growing on-line digital download
industry.
  Table of Contents
 11
 Plan
Of Operations
  Our plan
of operations for the next twelve months is to complete the acquisition of Delta
Music. We anticipate that we will require approximately $200,000 to complete the
acquisition of Delta Music during the next twelve months.
  In
addition, we plan to commercialize and generate revenues from our PlayBOX online
music application, subject to our achieving additional financing. We plan to
complete the following objectives within the time periods and budgets specified
with respect to our Playbox business, subject to our achieving the necessary
financing:
  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. If we are able to
      complete the acquisition of Delta Music, we plan to incorporate Delta
      Music’s catalogue of music into our online service using the white label
      for Delta Music’s artists and the aggregators for the selection of the
      main catalogue.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, and (iii) 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.
  These
planned expenditures with respect to our Playbox business total approximately
$111,000 over the next twelve months.
  In
addition, we anticipate incurring the following general and administrative
expenses totaling approximately $104,000:
  1.
              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.2.
              We
      anticipate spending approximately $80,000 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.3.
              We
      plan to expand our executive management team in order to add a chief
      financial officer.4.
              We
      plan to move our principal office to a dedicated serviced office from our
      current shared office premises.5.
              We
      plan to bring our management compensation packages up to date and
      regularize payments under these compensation
  arrangements.
  We expect
these administrative costs to be approximately $664,000 over the next twelve
months. We may also seek to identify additional possible acquisitions in the
music and technology industry. We believe that our position to identify and
complete such acquisitions would be enhanced if we are able to complete the
acquisition of Delta Music. Acquisitions would be directed at bolstering our
present technology offering and content owners to give us a larger repertoire of
music to distribute through our digital channel. In any event, our ability to
complete any prospective acquisitions will be subject to our achieving the
necessary financing to complete such acquisitions. There is no assurance that we
will identify any possible acquisition targets who would agree to be acquired by
us or that we will be able to raise the necessary funds to complete any
acquisitions if we are able to enter into acquisition agreements. The amounts
budgeted in our plan of operations do not include any amounts for the
identification of possible acquisitions, the negotiation of any letters of
intent or acquisition agreements or due diligence or other associated
expenses.
  Table of Contents
 12
 We had
cash of $4,145 and working capital deficit of $650,401 as at March 31, 2008.
Based on our plan of operations outlined above, we anticipate that our planned
expenditures over the next twelve months in the amount of approximately $975,000
will exceed our cash reserves and working capital. In addition, we will require
approximately $2,750,000 to complete the acquisition of Delta Music. As a
result, our cash and working capital is not 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
$560,000 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.
  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. 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
  Revenues
are recognized when all of the following criteria have been met under SAB No.
104, “Revenue Recognition in
Financial Statements”: persuasive evidence of an agreement exists;
delivery has occurred or services have been rendered; the fee is fixed or
determinable; and collectibility is reasonably assured.
  Revenue
arises from the following sources: creation of web-based music interfaces;
provision of hosting and bandwidth services; and revenue share
services.
  Table of Contents
 13
 Revenues
from the creation of web-based music interfaces come from set-up fees based on
the number of tracks to be uploaded and the number of hours of development time
to complete the interface and are recognized when all of the following SAB No.
104 criteria are met: a web-based interface development agreement is signed with
an estimate of the total cost based on agreed upon specifications. Revenue from
the development of web-based interfaces is recognized in accordance with the
completed performance method. Under this method, revenue is recognized at the
completion of the web-based interface as the service transaction taken as a
whole can be deemed to have taken place on completion of the development.
Collectability is reasonably assured as the Company receives the agreed set-up
fee prior to allowing access to the web-based interface.
  Revenues
from the provision of hosting and bandwidth services come from a one time
hosting set-up fee and monthly fees based on disk space and bandwidth to be
provided and are recognized when all of the following SAB No. 104 criteria are
met: a website hosting agreement is signed with an initial term of six months
and from month to month thereafter until terminated by either party. Each
agreement has a hosting price structure where prices can be
determined.
  Revenue
from the one time set-up fee is deferred and recognized over the initial term of
six months and revenue received from monthly fees is recognized at the end of
the month, when hosting services, server bandwidth and customer support was made
available to the client for the month. Collectability is reasonably assured as
the Company receives a one time set-up fee prior to the provision of the
services. Monthly fees are received in advance of each month, which is recorded
as deferred revenue, and are recognized when the monthly service is
rendered.
  Revenues
from the revenue share services element come from a set revenue share percentage
of music download purchases, as set out in each customer’s agreement and are
recognized when all of the following SAB No. 104 criteria are met: a distributor
agreement is signed with initial and renewal terms determined on a case-by-case
basis. Revenue is recognized when the minimum revenue share threshold of British
Pounds Sterling (“GBP”) 100, every payment period, is achieved. If the revenue
share is less than GBP 100, payments shall be carried over to the next due
payment date. Collectability is reasonably assured as the Company collects its
revenue share directly from the secure online payment system which it utilizes
prior to transferring net revenues to the customer.
  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,
  andiii)
              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, andiii)
              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 six months ended March 31, 2008 and 2006
  References
to the discussion below to fiscal 2008 are to our current fiscal year which will
end on September 30, 2008. References to fiscal 2007 and fiscal 2006 are to our
fiscal years ended September 30, 2007 and 2006, respectively.
  Table of Contents
 14
  CumulativeFromIncorporationFor
      the Three
                                      
                                      
                                      For
      the Three
                                      
                                      
                                      For
      the Six
                                      
                                      
                                      For
      the Six
                                      
                                      
                                      August
      21,2003Months
      Ended
                                      
                                      
                                      Months
      Ended
                                      
                                      
                                      Months
      Ended
                                      
                                      
                                      Months
      Ended
                                      
                                      
                                      toMarch
      31, 2008
                                      
                                      
                                      March
      31, 2007
                                      
                                      
                                      March
      31, 2008
                                      
                                      
                                      March
      31, 2007
                                      
                                      
                                      March
      31, 2008(Restated)
                                      
                                      
                                      
                                      
                                      
                                      (Restated)
                                      
                                      
                                      
                                      
                                      
                                      (Restated)Sales
                                      
                                      
                                      $-
                                      
                                      
                                      
                                      $146
                                      
                                      
                                      
                                      $-
                                      
                                      
                                      
                                      $290
                                      
                                      
                                      
                                      $1,364Cost
      of Sales
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      777Gross
      Margin
                                      
                                      
                                      -
                                      
                                      
                                      
                                      146
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      290
                                      
                                      
                                      
                                      587General
      and Administrative ExpensesAccounting
      and auditing
                                      
                                      
                                      10,056
                                      
                                      
                                      
                                      10,931
                                      
                                      
                                      
                                      32,086
                                      
                                      
                                      
                                      40,050
                                      
                                      
                                      
                                      256,322Bank
      charges
                                      
                                      
                                      476
                                      
                                      
                                      
                                      219
                                      
                                      
                                      
                                      742
                                      
                                      
                                      
                                      445
                                      
                                      
                                      
                                      1,974Consulting and technical support(Note
      3)
                                      
                                      
                                      79,907
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      111,811
                                      
                                      
                                      
                                      58,825
                                      
                                      
                                      
                                      259,211Depreciation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      169
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      380
                                      
                                      
                                      
                                      1,887Development
                                      
                                      
                                      199,540
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      199,540
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      228,692Filing
      fees
                                      
                                      
                                      1,520
                                      
                                      
                                      
                                      1,070
                                      
                                      
                                      
                                      1,520
                                      
                                      
                                      
                                      2,475
                                      
                                      
                                      
                                      6,777Intellectual
      property
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,500,000Investor
      relations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      18,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      18,000
                                      
                                      
                                      
                                      18,000Legal
                                      
                                      
                                      7,466
                                      
                                      
                                      
                                      8,061
                                      
                                      
                                      
                                      25,190
                                      
                                      
                                      
                                      17,939
                                      
                                      
                                      
                                      115,192Marketing
      and public relations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      31,325Office
      and miscellaneous
                                      
                                      
                                      694
                                      
                                      
                                      
                                      840
                                      
                                      
                                      
                                      694
                                      
                                      
                                      
                                      3,660
                                      
                                      
                                      
                                      14,684Rent
                                      
                                      
                                      2,968
                                      
                                      
                                      
                                      2,931
                                      
                                      
                                      
                                      6,036
                                      
                                      
                                      
                                      5,805
                                      
                                      
                                      
                                      44,286Salaries
      and benefits
                                      
                                      
                                      25,179
                                      
                                      
                                      
                                      32,411
                                      
                                      
                                      
                                      29,340
                                      
                                      
                                      
                                      11,546
                                      
                                      
                                      
                                      186,609Transfer
      agent fees
                                      
                                      
                                      130
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      130
                                      
                                      
                                      
                                      85
                                      
                                      
                                      
                                      2,170Travel
      and entertainment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      9
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      856
                                      
                                      
                                      
                                      3,564327,936
                                      
                                      
                                      
                                      74,641
                                      
                                      
                                      
                                      407,089
                                      
                                      
                                      
                                      160,066
                                      
                                      
                                      
                                      3,670,693(327,936
                                      )
                                      
                                      
                                      (74,495
                                      )
                                      
                                      
                                      (407,089
                                      )
                                      
                                      
                                      (159,776
                                      )
                                      
                                      
                                      (3,670,106
                                      )Loss
      from OperationsOther
      Income (Expense)Foreign
      exchange (loss) gain
                                      
                                      
                                      4,223
                                      
                                      
                                      
                                      519
                                      
                                      
                                      
                                      2,918
                                      
                                      
                                      
                                      580
                                      
                                      
                                      
                                      (6,484
                                      )Interest
      income (expense)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (7
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      8
                                      
                                      
                                      
                                      734Net
      Loss
                                      
                                      
                                      $(323,713
                                      )
                                      
                                      
                                      $(73,983
                                      )
                                      
                                      
                                      $(404,171
                                      )
                                      
                                      
                                      $(159,188
                                      )
                                      
                                      
                                      $(3,675,856
                                      )$(0.01
                                      )
                                      
                                      
                                      $0.00
                                      
                                      
                                      
                                      $(0.01
                                      )
                                      
                                      
                                      $(0.01
                                      )Loss
      per Share – Basic and Diluted28,845,139
                                      
                                      
                                      
                                      28,525,139
                                      
                                      
                                      
                                      28,845,139
                                      
                                      
                                      
                                      28,525,139Weighted
      Average Shares OutstandingComprehensive
      LossNet
      Loss
                                      
                                      
                                      (323,713
                                      )
                                      
                                      
                                      (73,983
                                      )
                                      
                                      
                                      (404,171
                                      )
                                      
                                      
                                      (159,188
                                      )
                                      
                                      
                                      (3,675,856
                                      )Foreign
      currency translation adjustment
                                      
                                      
                                      (10,160
                                      )
                                      
                                      
                                      (149
                                      )
                                      
                                      
                                      1,913
                                      
                                      
                                      
                                      (3,001
                                      )
                                      
                                      
                                      (10,255
                                      )(333,873
                                      )
                                      
                                      
                                      (74,132
                                      )
                                      
                                      
                                      (402,258
                                      )
                                      
                                      
                                      (162,189
                                      )
                                      
                                      
                                      (3,686,111
                                      )
  Table of Contents
 15
 Revenue
  We
achieved our initial sales from the PlayBOX online music application in fiscal
2005. We achieved further initial sales in fiscal 2006 and 2007. Our initial
sales were attributable to sales of web hosting services that we provide to The
Little Bazaar, which was our only paying customer. Our sales continue to be
insignificant in terms of our overall operating expenses. We did not generate
any sales during the first six months of fiscal 2008 compared to $146 generated
during the first three month period of fiscal 2007 and $290 generated during the
first half of fiscal 2007. Our sales have been insignificant in terms of our
overall operating expenses. There is no assurance that we will raise the
necessary financing to enable us to resume full business operations achieve
significant revenues.
  We are presently not earning any revenues and anticipate that we
will not earn revenues until such time as we are able to complete the
acquisition of Delta Music, of which there is no assurance.
  Accounting
and Auditing
  Accounting
and auditing expenses are attributable to the preparation and audit of our
financial statements.
  Our
accounting and auditing expenses were $32,086 during the first six months of
fiscal 2008 as compared to $40,050 during the first six months of fiscal 2007.
Our accounting and auditing expenses were $10,056 during the second quarter of
fiscal 2008 as compared to $10,931 during the second quarter of fiscal 2007.
These fees are attributable mainly to auditing, accounting and regulatory
compliance expenses.
  Consulting
and Technical Support
  Our
consulting and technical support expenses were $111,811 during the first six
months of fiscal 2008 as compared to $58,825 during the first six months of
fiscal 2007. Our consulting and technical support expenses were $79,907 during
the second quarter of fiscal 2008 as compared to $nil during the second quarter
of fiscal 2007. Consulting expenses during the second quarter of fiscal 2008
were attributable to our engaging consultants to assist us in connection with
the Delta Music acquisition transaction and in the process of raising funds to
enable us to complete this acquisition.
  Development
Fees
  Our
development fees were $199,540 during the first six months of fiscal 2008 as
compared to $nil during the first six months of fiscal 2007. These development
fees were attributable to a commitment to pay GBP 100,000 to fund certain
expenses incurred by the sellers in our acquisition of U.K based Delta Music
Limited (“Delta Music”).
  Table of Contents
 16
 Legal
  Our legal
expenses are attributable to legal fees paid to our legal counsel in connection
with our statutory obligations as a reporting company under the Exchange Act
including the preparations and filings of our quarterly and annual reports with
the SEC.
  Legal
expenses were $25,190 during the first six months of fiscal 2008 as compared to
$17,939 during the first six months of fiscal 2007. Our legal expenses were
$7,466 during the second quarter of fiscal 2008 as compared to $8,061 during the
second quarter of fiscal 2007.
  Rent
  Rent
expense was attributable to amounts paid on account of our rent of shared office
premises in London, England. Our rent expense increased slightly in the first
half of fiscal 2008 as compared to the first half of fiscal 2007 as a result of
a decrease in the foreign exchange rate of the U.S. dollar in terms of the Great
Britain pound.
  Salaries
and Wages
  By
agreement dated December 14, 2007, we entered into an executive employment
agreement with Mr. Henry C. Maloney with respect to the appointment of Mr.
Maloney as an executive officer of the Company. The annual salary for Mr.
Maloney’s services is $99,865 (GBP50,000). As of March 31, 2008, $29,340
(GBP14,583) has been accrued. Mr. Maloney’s salary resulted in our increase
salaries and wages in fiscal 2008 compared to fiscal 2007
  Our
salaries and benefits in fiscal 2007 were attributable to salary paid to Robert
Burden, our President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and a director. These salaries and benefits were minimal in
fiscal 2007 because Mr. Burden agreed to lower his monthly salary effective July
1, 2006.
  Loss from Operations and Net Loss
  Our loss
from operations increased to $407,089 for the first six months of fiscal 2008 as
compared to $159,776 for the first six months of fiscal 2007. Our loss from
operations increased to $327,936 for the second quarter of fiscal 2008 as
compared to $74,495 for the second quarter of fiscal 2007.
  Liquidity
And Capital Resources
  As at
March 31, 2008, we had cash of $4,145 and a working capital deficit of $650,401
and as at September 30, 2007, we had cash of $5,909 and a working capital
deficit of $330,853.
  Plan
of Operations
  We
estimate that our total expenditures over the next twelve months will be
approximately $975,000, as outlined above under the heading “Plan of
Operations”, plus approximately $2,750,000 to pay the cash portion of the
purchase price for the acquisition of Delta Music. We will not be able to
complete the Delta Music acquisition or 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 $975,000
in order to enable us to sustain our operations for the next twelve months. We
note that this amount does not include any funds that we may expend in
concluding any acquisition of Delta Music.
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 17
 Cash
used in Operating Activities
  We used
cash of $105,521 in operating activities during the first six month period of
fiscal 2008 compared to $85,058 during the first six month period of fiscal
2007. Since inception, we have used cash of $795,141 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 six month period of
fiscal 2008 nor during the first six month period of fiscal 2007. We acquired
cash of $130,626 during fiscal 2006 as a result of our acquisition of PlayBOX
UK.
  Cash
from Financing Activities
  We
generated cash of $101,844 from financing activities during the first six month
period of fiscal 2008 compared to cash of $66,932 generated from financing
activities during the first six month period of fiscal 2007.
  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.
  Item 3.
              Quantitative and Qualitative
      Disclosures About Market
Risk
  Not
applicable.
  Table of Contents
 18
 Item 4.
              Controls and
      Procedures
 
 We
maintain "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer/Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
 
 We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer/Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of the end of the period covered by this
report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our
disclosure controls and procedures included a review of the disclosure controls’
and procedures’ objectives, design, implementation and the effect of the
controls and procedures on the information generated for use in this report. In
the course of our evaluation, we sought to identify data errors, control
problems or acts of fraud and to confirm the appropriate corrective actions, if
any, including process improvements, were being undertaken. Our Chief Executive
Officer/Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were ineffective
and not operating at the reasonable assurance level.
 
 Specifically,
we have noted the following material weaknesses and significant deficiencies in
our internal controls over financial reporting and disclosure:
 
 ·
              we
      do not have sufficient segregation of
duties;
 ·
              we
      do not have sufficient documentation for accounting or business
      transactions;
 ·
              we
      have noted material weaknesses in the authorization and posting of general
      ledger transactions, particularly those related to accruing liabilities
      resulting from contractual commitments;
and
 ·
              we
      do not have an Audit Committee;
 
 It is our
responsibility and that of our management to identify any deficiencies in
internal controls over financial reporting. We discovered certain deficiencies
in our internal control over financial reports, which resulted in the
restatement of our balance sheets and our statements of operations and
statements of stockholders’ equity at March 31, 2008 and June 30, 2008 to
properly reflect an obligation.
 
 As a
result of the restatements of our financial statements, we have determined that
such significant deficiency did rise to the level of a material weakness in our
internal control over financial reporting. The restatement was undertaken to
properly reflect an obligation after further consultation with our independent
auditors.
 
 Moreover,
we have implemented measures as part of our internal controls to determine and
ensure that information required to be disclosed in reports filed under the
exchange Act are recorded, processed, summarized and reported within the time
periods specified in the rules and forms including, but not limited to, the
following: (i) documentation of processes, performing testing and reviewing our
internal control over financial reporting in connection with our assessment
under Section 404 of the Sarbanes-Oxley Act; (ii) evaluation and implementation
of improvements to our accounting and management information systems; and (iii)
development and implementation of a remediation plan to address any perceived
deficiencies identified in our internal control over financial reporting. The
costs of these additional measures did not have a material impact on our future
results or operations liquidity.
  Table of Contents
 19
 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.
  Item1A.
              Risk
    Factors
  Not
required as we are a “smaller reporting company”, within the meaning of the
Securities Exchange Act of 1934.
  Item 2.
              Unregistered Sales of Equity
      Securities and Use of
Proceeds
  We did
not complete any sales of securities without registration under the Securities
Act of 1933 during the three months ended March 31, 2008.
  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 March 31, 2008.
  Item 5.
              Other
      Information
  None
  Item
      6.
                                  Other
      InformationExhibit
      No.
                                  
                                  Description31.1
                                  Certification
      of Chief Executive Officer pursuant to Securities Exchange Act of 1934
      Rule 13a-14(a) or 15d-14(a).31.2
                                  Certification
      of Chief Financial Officer pursuant to Securities Exchange Act of 1934
      Rule 13a-14(a) or 15d-14(a).32.1
                                  Certifications
      pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b)
      and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes- Oxley Act of
2002.
  Table of Contents
 20
 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/
      Gideon JungGideon
      JungChief
      Executive Officer and Chief Financial OfficerDate: June
      2, 2009
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