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

| Large      accelerated filer o                     | Accelerated      filer o         |
|----------------------------------------------------|----------------------------------|
| Non-accelerated      filer o                       | Smaller      reporting company x |
| (Do      not check if a smaller reporting company) |                             |

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Table of Contents

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|                                |
|-------------------------------------|
| PLAYBOX (US)      INC.              |
|                                |
| Quarterly Report On Form      10-Q  |
| For The Quarterly Period      Ended |
| June 30,      2008                  |
|                                |
| INDEX                               |

| PART I – FINANCIAL INFORMATION      | Page                                                        |
|------------------------------------------------|------------------------------------------------------------------|
|         Item 1.                      | Financial Statements                                             | 4 |
|         Item 2.                      | Management’s Discussion and Analysis                       | 13 |
|         Item 3.                      | Quantitative      and Qualitative Disclosures About Market Risk  | 20 |
|         Item 4.                      | Controls and Procedures                                          | 20 |
|  PART II – OTHER INFORMATION   |                                                             |
|         Item 1.                      | Legal Proceedings                                                | 21 |
|         Item 1a.                     | Risk      Factors                                                | 21 |
|         Item 2.                      | Unregistered Sales of Equity Securities and Use of      Proceeds | 21 |
|         Item 3.                      | Defaults Upon Senior Securities                                  | 21 |
|         Item 4.                      | Submission of Matters to a Vote of Securities      Holders       | 21 |
|         Item 5.                      | Other Information                                                | 21 |
|         Item 6.                      | Exhibits                                                         | 21 |

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| Item 1. | Financial      Statements |
|---------|---------------------------|

|                                                                                                                                                                                | Page   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                |   |
| Consolidated Balance Sheets as at June 30, 2008      (unaudited) and September 30, 2007 (audited)                                                                                   | F-2    |
|                                                                                                                                                                                |   |
| Consolidated Statements of Operations for the      three and nine months ended June 30, 2008 and 2007 and for the period from      incorporation (August 21, 2003) to June 30, 2008 | F-3    |
|                                                                                                                                                                                |   |
| Consolidated Statements of Cash Flows for the      three and nine months ended June 30, 2008 and 2007 and for the period from      incorporation (August 21, 2003) to June 30, 2008 | F-4    |
|                                                                                                                                                                                |   |
| Notes to Consolidated Financial Statements                                                                                                                                          | F-5    |

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| Playbox      (US) Inc.                                                                                                                                                                                                                                                                                                                 |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (A      Development Stage Company)                                                                                                                                                                                                                                                                                                     |   |
| Consolidated      Balance Sheets                                                                                                                                                                                                                                                                                                       |   |
| (Unaudited)                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                   |   | As      of |   |   | As      of |   |
|                                                                                                                                                                                                                                                                                                                                   |   | June      30, 2008 |   |   | September      30, 2007 |   |
| ASSETS                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |
| Current      Assets                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| Cash                                                                                                                                                                                                                                                                                                                                   |   | $ | 13,643 |   |   | $ | 5,909 |   |
| Accounts      receivable                                                                                                                                                                                                                                                                                                               |   |   | 1,391 |   |   |   | 322 |   |
| Total      Current Assets                                                                                                                                                                                                                                                                                                              |   | $ | 15,033 |   |   | $ | 6,231 |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| LIABILITIES                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| Current      Liabilities                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Accounts      payable                                                                                                                                                                                                                                                                                                                  |   | $ | 98,374 |   |   | $ | 100,207 |   |
| Accrued      liabilities                                                                                                                                                                                                                                                                                                               |   |   | 3,041 |   |   |   | 35,646 |   |
| Due      to related parties                                                                                                                                                                                                                                                                                                            |   |   | 325,631 |   |   |   | 201,231 |   |
| Total      Current Liabilities                                                                                                                                                                                                                                                                                                         |   |   | 427,045 |   |   |   | 337,084 |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| Long      Term Liabilities                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |   |   |   |
| Loan      payable                                                                                                                                                                                                                                                                                                                      |   |   | 0 |   |   |   | 18,100 |   |
| Total      Long Term Liabilities                                                                                                                                                                                                                                                                                                       |   |   | 0 |   |   |   | 18,100 |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS’      DEFICIENCY                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
| Capital      Stock                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Preferred      Stock                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| Authorized:  5,000,000      shares with $0.001 par value. Issued: Nil                                                                                                                                                                                                                                                        |   |   | - |   |   |   | - |   |
| Common      Stock                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Authorized:      100,000,000 common shares with $0.001 par value                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |
|              Issued: 29,663,293 (June 30,      2008)                                        |   |   | 29,663 |   |   |   | 28,845 |   |
|                            28,845,139 (September 30, 2007)                                                                                                                                                                    |   |   |   |   |   |   |   |   |
|        Obligation      to issue shares                                                                                                                                                                                                                                                              |   |   | 2,000 |   |   |   | - |   |
| Additional      paid-in capital                                                                                                                                                                                                                                                                                                        |   |   | 3,105,212 |   |   |   | 2,906,055 |   |
| Accumulated      Comprehensive Loss                                                                                                                                                                                                                                                                                                    |   |   | (11,944 | ) |   |   | (12,168 | ) |
| Deficit      - Accumulated during the development stage                                                                                                                                                                                                                                                                                |   |   | (3,536,943 | ) |   |   | (3,271,685 | ) |
|                                                                                                                                                                                                                                                                                                                                   |   |   | (412,012 | ) |   |   | (348,953 | ) |
|                                                                                                                                                                                                                                                                                                                                   |   | $ | 15,033 |   |   | $ | 6,231 |   |
|                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| The      accompanying notes are an integral part of these consolidated financials      statements.                                                                                                                                                                                                                                     |   |

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| Playbox      (US) Inc.                                                                            |   |
|---------------------------------------------------------------------------------------------------|--------|
| (A      Development Stage Company)                                                                |   |
| Statements      of Operations                                                                     |   |
| (Unaudited)                                                                                       |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   | Cumulative |   |
|                                                                                              | From   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   | Incorporation |   |
|                                                                                              |   | For      the Three |   |   | For      the Three |   |   | For      the Nine |   |   | For      the Nine |   |   | August      21, 2003 |   |
|                                                                                              |   | Months      Ended |   |   | MonthsEnded |   |   | MonthsEnded |   |   | MonthsEnded |   |   | through |   |
|                                                                                              |   | June      30, 2008 |   |   | June      30, 2007 |   |   | June      30, 2008 |   |   | June      30, 2007 |   |   | June      30, 2008 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sales                                                                                             |   | $ | - |   |   | $ | 149 |   |   | $ | - |   |   | $ | 439 |   |   | $ | 1,364 |   |
| Cost      of Sales                                                                                |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 777 |   |
| Gross      Margin                                                                                 |   |   | 0 |   |   |   | 149 |   |   |   | 0 |   |   |   | 439 |   |   |   | 587 |   |
| General      and Administrative Expenses                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounting      and auditing                                                                      |   |   | 8,485 |   |   |   | 16,217 |   |   |   | 40,571 |   |   |   | 56,267 |   |   |   | 264,807 |   |
| Bank      charges                                                                                 |   |   | 56 |   |   |   | 51 |   |   |   | 798 |   |   |   | 496 |   |   |   | 2,030 |   |
| Consulting      and technical support (Note3)                                                     |   |   | 3,973 |   |   |   | 30,059 |   |   |   | 115,783 |   |   |   | 88,884 |   |   |   | 263,183 |   |
| Depreciation                                                                                      |   |   | - |   |   |   | 172 |   |   |   | - |   |   |   | 552 |   |   |   | 1,887 |   |
| Development                                                                                       |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 29,152 |   |
| Filing      fees                                                                                  |   |   | 1,449 |   |   |   | 57 |   |   |   | 2,969 |   |   |   | 2,532 |   |   |   | 8,226 |   |
| Intellectual      property                                                                        |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 2,500,000 |   |
| Investor      relations                                                                           |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 18,000 |   |   |   | 18,000 |   |
| Legal                                                                                             |   |   | 5,272 |   |   |   | 6,154 |   |   |   | 30,462 |   |   |   | 24,093 |   |   |   | 120,463 |   |
| Marketing      and public relations                                                               |   |   | 7,513 |   |   |   |   |   |   |   | 7,513 |   |   |   | - |   |   |   | 38,838 |   |
| Office      and miscellaneous                                                                     |   |   | 3581 |   |   |   | 530 |   |   |   | 4,275 |   |   |   | 4,190 |   |   |   | 18,265 |   |
| Rent                                                                                              |   |   | 2,977 |   |   |   | 2,978 |   |   |   | 9,013 |   |   |   | 8,783 |   |   |   | 47,263 |   |
| Salaries      and benefits                                                                        |   |   | 24,702 |   |   |   | 99 |   |   |   | 54,042 |   |   |   | 11,645 |   |   |   | 211,311 |   |
| Transfer      agent fees                                                                          |   |   | 1,920 |   |   |   | 50 |   |   |   | 2,050 |   |   |   | 135 |   |   |   | 4,090 |   |
| Travel      and entertainment                                                                     |   |   | 474 |   |   |   | 9 |   |   |   | 474 |   |   |   | 865 |   |   |   | 4,038 |   |
|                                                                                              |   |   | 60,402 |   |   |   | 56,376 |   |   |   | 267,951 |   |   |   | 216,442 |   |   |   | 3,531,554 |   |
|                                                                                              |   |   | (60,402 | ) |   |   | (56,227 | ) |   |   | (267,951 | ) |   |   | (216,003 | ) |   |   | (3,530,967 | ) |
| Loss      from Operations                                                                         |
| Other      Income (Expense)                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Foreign      exchange (loss) gain                                                                 |   |   | (334 | ) |   |   | (7,138 | ) |   |   | 2,585 |   |   |   | (6,558 | ) |   |   | (6,817 | ) |
| Interest      income (expense)                                                                    |   |   | 108 |   |   |   | 13 |   |   |   | 108 |   |   |   | 21 |   |   |   | 842 |   |
| Net      Loss                                                                                     |   | $ | (60,627 | ) |   | $ | (63,352 | ) |   | $ | (265,258 | ) |   | $ | (222,540 | ) |   | $ | (3,536,942 | ) |
|                                                                                              |   | $ | 0.00 |   |   | $ | 0.00 |   |   | $ | (0.01 | ) |   | $ | (0.01 | ) |   |   |   |   |
| Loss      per Share – Basic and Diluted                                                     |
|                                                                                              |   |   | 29,284,483 |   |   |   | 28,225,139 |   |   |   | 28,991,053 |   |   |   | 28,561,476 |   |   |   |   |   |
| Weighted      Average Shares Outstanding                                                          |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive      Loss                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      Loss                                                                                     |   |   | (60,627 | ) |   |   | (63,352 | ) |   |   | (265,258 | ) |   |   | (222,540 | ) |   |   | (3,536,942 | ) |
| Foreign      currency translation adjustment                                                      |   |   | (1,689 | ) |   |   | (1,084 | ) |   |   | 224 |   |   |   | 4,875 |   |   |   | (11,943 | ) |
|                                                                                              |   |   | (62,316 | ) |   |   | (64,436 | ) |   |   | (265,034 | ) |   |   | (217,665 | ) |   |   | (3,548,885 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The      accompanying notes are an integral part of these consolidated financial      statements. |   |

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| Playbox      (US) Inc.                                                                            |   |
|---------------------------------------------------------------------------------------------------|--------|
| (A      Development Stage Company)                                                                |   |
| Statements      of Cash Flow                                                                      |   |
| (Unaudited)                                                                                       |   |
|                                                                                              |   | For      the Nine Months Ending June 30,2008 |   |   | For      the Nine Months Ending June 30,2007 |   |   | Cumulative      from Incorporation August 21, 2003 to June 30, 2008 |   |
| Operating                                                                                         |   |   |   |   |   |   |   |   |   |
| Net      Loss                                                                                     |   | $ | (265,258 | ) |   | $ | (222,540 | ) |   | $ | (3,536,942 | ) |
| Items      not involving cash:                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                                                                                      |   |   | - |   |   |   | 552 |   |   |   | 1,887 |   |
| Shares      for consulting services                                                               |   |   | 50,000 |   |   |   | - |   |   |   | 56,085 |   |
| Shares      for intellectual property                                                             |   |   | - |   |   |   | - |   |   |   | 2,500,000 |   |
| Changes      in non-cash working capital items:                                                   |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounts      receivable                                                                          |   |   | (1,069 | ) |   |   | 620 |   |   |   | (1,391 | ) |
| Accounts      payable                                                                             |   |   | (1,833 | ) |   |   | 27,258 |   |   |   | 45,798 |   |
| Accrued      liabilities                                                                          |   |   | (32,605 | ) |   |   | (16,806 | ) |   |   | (5,821 | ) |
| Net      cash flows used in operations                                                            |   |   | (250,765 | ) |   |   | (210,916 | ) |   |   | (940,384 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Investing                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash      acquired on purchase –                                                            |   |   | - |   |   |   | - |   |   |   | 130,626 |   |
|   Playbox      Media Limited                                                            |
| Acquisition      of property and equipment                                                        |   |   | - |   |   |   | - |   |   |   | (1,887 | ) |
| Net      cash flows from investing activities                                                     |   |   | 0 |   |   |   | 0 |   |   |   | 128,739 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Financing                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
| Due      to Boyd Holdings Inc.                                                                    |   |   | - |   |   |   | - |   |   |   | 32,170 |   |
| Amounts      due to related parties                                                               |   |   | 124,400 |   |   |   | 101,145 |   |   |   | 325,631 |   |
| Loan      from related party                                                                      |   |   | - |   |   |   | - |   |   |   | 159,064 |   |
| Loan      payable                                                                                 |   |   | (18,100 | ) |   |   | 14,100 |   |   |   | - |   |
| Convertible      promissory note issuance                                                         |   |   | 20,000 |   |   |   | - |   |   |   | 20,000 |   |
| Share      issuances for cash                                                                     |   |   | 131,975 |   |   |   | 80,000 |   |   |   | 300,368 |   |
| Net      cash flows from financing activities                                                     |   |   | 258,275 |   |   |   | 195,245 |   |   |   | 837,233 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect      of exchange rate changes                                                              |   |   | 224 |   |   |   | (4,875 | ) |   |   | (11,943 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Change      in Cash                                                                               |   |   | 7,734 |   |   |   | (20,546 | ) |   |   | 13,643 |   |
| Cash      - Beginning                                                                             |   |   | 5,909 |   |   |   | 26,433 |   |   |   | - |   |
| Cash      - Ending                                                                                |   | $ | 13,643 |   |   | $ | 5,887 |   |   | $ | 13,643 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Supplemental      Cash Flow Information                                                           |   |   |   |   |   |   |   |   |   |   |   |   |
|    Cash      paid for:                                                             |   |   |   |   |   |   |   |   |   |   |   |   |
|      Income      Taxes                                                   |   | $ | - |   |   | $ | - |   |   | $ | - |   |
|      Interest      Paid                                                  |   | $ | - |   |   | $ | - |   |   | $ | - |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| The      accompanying notes are an integral part of these consolidated financial      statements. |   |

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| Playbox      (US) Inc.                          |
|-------------------------------------------------|
| (Formerly      Boyd Holdings Inc.)              |
| (A      Development Stage Company)              |
| Notes      to Consolidated Financial Statements |
| June      30, 2008                              |
| US      Funds                                   |
|                                            |

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| 2.     | Significant      Accounting Policies                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   | The      following is a summary of significant accounting policies used in the      preparation of these financial statements. |
|   | a)                                                                                                                             | Basis      of Consolidation |
|   |                                                                                                                           | These      consolidated financial statements include the accounts of PlayBOX MEDIA      LIMITED since its incorporation on August 21, 2003 and Playbox (US) Inc.      since the reverse acquisition on March 24, 2006. All intercompany balances      and transactions have been eliminated. |
|   | b)                                                                                                                             | Use      of Estimates |
|   |                                                                                                                           | The      preparation of financial statements in conformity with accounting      principles generally accepted in the United States of America requires      management to make certain estimates and assumptions that affect the      reported amounts and timing of revenues and expenses, the reported amounts      and classification of assets and liabilities, and disclosure of contingent      assets and liabilities. These estimates and assumptions are based on the      Company’s historical results as well as management’s future expectations.      The Company’s actual results could vary materially from management’s      estimates and assumptions. |
|   | c)                                                                                                                             | Development      Stage Company |
|   |                                                                                                                           | The      Company is a development stage company as defined by SFAS No. 7. The      Company is devoting substantially all of its present efforts to establish      a new business. All losses accumulated since inception have been      considered as part of the Company’s development stage      activities. |
|   | d)                                                                                                                             | Cash      and Cash Equivalents |
|   |                                                                                                                           | Cash      equivalents consist of highly liquid instruments purchased with an initial      maturity of three months or less. |
|   | e)                                                                                                                             | Revenue      Recognition |
|   |                                                                                                                           | Revenues      are recognized when all of the following criteria have been met under SAB      No. 104, “Revenue      Recognition in Financial Statements”: persuasive evidence of an      agreement exists; delivery has occurred or services have been rendered;      the fee is fixed or determinable; and collectibility is reasonably      assured. |
|   |                                                                                                                           | Revenue      arises from the following sources: creation of web-based music interfaces;      provision of hosting and bandwidth services; and revenue share      services. |
|   |                                                                                                                           | Revenues      from the creation of web-based music interfaces come from set-up fees      based on the number of tracks to be uploaded and the number of hours of      development time to complete the interface and are recognized when all of      the following SAB No. 104 criteria are met: a web-based interface      development agreement is signed with an estimate of the total cost based      on agreed upon specifications. Revenue from the development of web-based      interfaces is recognized in accordance with the completed performance      method. Under this method, revenue is recognized at the completion of the      web-based interface as the service transaction taken as a whole can be      deemed to have taken place on completion of the development.      Collectability is reasonably assured as the Company receives the agreed      set-up fee prior to allowing access to the web- based      interface. |
|   |                                                                                                                           | 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. |

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|   | f)     | Foreign      Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | The      Company’s functional currency is GBP. The Company’s reporting currency is      the U.S. dollar. All transactions initiated in other currencies are      re-measured into the functional currency as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Monetary      assets and liabilities at the rate of exchange in effect at the balance      sheet date, |
|   |   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Non-monetary      assets and liabilities, and equity at historical rates,  and |
|   |   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Revenue      and expense items at the prevailing rate on the date of the      transaction. |
|   |   | Gains      and losses on re-measurement are included in determining net income for      the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | Translation      of balances from the functional currency into the reporting currency is      conducted as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Assets      and liabilities at the rate of exchange in effect at the balance sheet      date, |
|   |   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Equity      at historical rates, and |
|   |   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Revenue      and expense items at the prevailing on the date of the      transaction. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 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. |
|   | g)     | Income      Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | Income      taxes are accounted for using the asset and liability method. Deferred tax      assets and liabilities are recognized for the future tax consequences      attributable to differences between the financial statement carrying      amounts of assets and liabilities and their respective tax bases and      operating loss and tax credit carryforwards. Deferred tax assets and      liabilities are measured using enacted tax rates expected to apply to      taxable income in the years in which those temporary differences are      expected to be recovered or settled. The effect on deferred tax assets and      liabilities of a change in tax rates is recognized in income in the period      that includes the enactment date. A valuation allowance is provided for      deferred tax assets when it is more likely than not that such assets will      not be recovered.                                                          |
|   | h)     | Fair      Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | The      Company’s financial instruments consist of cash, accounts receivable,      accounts payable, accrued liabilities and amounts due to related parties.      Unless otherwise noted, it is management’s opinion that this Company is      not exposed to significant interest or credit risks arising from these      financial instruments. The fair value of these financial instruments      approximate their carrying values, unless otherwise  noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | i)     | Segment      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | SFAS      No. 131, "Disclosures      about Segments of an Enterprise and Related Information,” changed      the way public companies report information about segments of their      business in their quarterly reports issued to stockholders. It also      requires entity-wide disclosures about the products and services an entity      provides, the material countries in which it holds assets and reports      revenues and its major customers. The Company currently operates in two      segments, Western Europe and United States.                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | j)     | Stock-Based      Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | Effective      January 1, 2006, the Company adopted the provisions of Statement of      Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”,      which establishes accounting for equity instruments exchanged for employee      services. Under the provisions of SFAS 123(R), stock-based compensation      cost is measured at the grant date, based on the calculated fair value of      the award, and is recognized as an expense over the employees’ requisite      service period (generally the vesting period of the equity grant). Before      January 1, 2006, the Company accounted for stock-based compensation to      employees in accordance with Accounting Principles Board Opinion No. 25,      “Accounting for Stock Issued to Employees,” and complied with the      disclosure requirements of SFAS No. 123, “Accounting for Stock-Based      Compensation”. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The      Company adopted FAS 123(R) using the modified prospective method, which      requires the Company to record compensation expense over the vesting      period for all awards granted after the date of adoption, and for the      unvested portion of previously granted awards that remain outstanding at      the date of adoption. As the Company had no invested stock options      outstanding on the adoption date the financial statements for the periods      prior to January 1, 2006 have not been restated to reflect the fair value      method of expensing share-based compensation. Adoption of SFAS No. 123(R)      does not change the way the Company accounts for share-based payments to      non-employees, with guidance provided by SFAS 123 (as originally issued)      and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity      Instruments That Are Issued to Other Than Employees for Acquiring, or in      Conjunction with Selling, Goods or Services”. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Comprehensive      Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | SFAS      No. 130, "Reporting      Comprehensive Income," establishes standards for reporting and      display of comprehensive income and its components in a full set of      general-purpose financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Loss      per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The      Company computes net loss per share in accordance with SFAS No. 128,      “Earnings per      Share”, which requires presentation of both basic and diluted loss      per share (“LPS”) on the face of the statement of operations. Basic LPS is      computed by dividing the net loss available to common shareholders by the      weighted average number of outstanding common shares during the period.      Diluted LPS gives effect to all potentially dilutive common shares      outstanding including convertible debt, stock options and share purchase      warrants, using the treasury stock method. The computation of diluted LPS      does not assume conversion, exercise or contingent exercise of securities      that would have an anti-dilutive effect on LPS. The diluted LPS equals the      basic LPS since the potentially dilutive securities are      anti-dilutive.                                                                                             |
|   | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Recently      Adopted Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in      Consolidated Financial Statements”. This Statement amends ARB 51 to      establish accounting and reporting standards for the non-controlling      (minority) interest in a subsidiary and for the deconsolidation of a      subsidiary. It clarifies that a non-controlling interest in a subsidiary      is an ownership interest in the consolidated entity that should be      reported as equity in the consolidated financial statements. The Company      has not yet determined the impact, if any, that SFAS No. 160 will have on      its consolidated financial statements. SFAS No. 160 is effective for the      Company’s fiscal year beginning October 1, 2009.                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In      December 2007, the FASB issued SFAS 141R, Business Combinations.      SFAS 141R replaces SFAS 141. The statement retains the purchase method of      accounting for acquisitions, but requires a number of changes, including      changes in the way assets and liabilities are recognized in the purchase      accounting. It changes the recognition of assets acquired and liabilities      assumed arising from contingencies, requires the capitalization of      in-process research and development at fair value, and requires the      expensing of acquisition-related costs as incurred. The statement will      apply prospectively to business combinations occurring in the Comapnys      fiscal year beginning October 1, 2009. We are evaluating the impact      adopting SFAS 141R will have on our financial  statements.                                                                                                                                                                          |
| 3.     | Intellectual      Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | On      March 31, 2006 the Company acquired from its majority stockholder, the      PlayBOX Technology by issuing 10,000,000 common shares. The PlayBOX      Technology is an integrated music interface and music collection manager      running on Windows, Linux and Macintosh operating systems. The acquisition      is a related party transaction. The value assigned was $2,500,000, being      equal to the most recent share transaction of the Company of $0.25 per      share. This amount was written-off as the Company determined the PlayBOX      Technology was impaired in accordance with paragraph 34 of SOP 98-1 and      FASB 144, “Accounting      for the Impairment or Disposal of Long-Lived    Assets.” |

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| 4.     | Related      Party Balances and Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The      amounts due and/or accrued to related parties of $209,060 for the nine      months ended June 30, 2008 are non-interest bearing, unsecured and due on      demand. Included in due to related parties are amounts owing to a      corporate shareholder, two separate companies with directors in common      with a corporate shareholder, and to a company with an officer in common      with a corporate shareholder. |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | During      the nine months ended June 30, 2008, the Company has accrued $9,013 for      rent to a company with directors in common with a corporate shareholder of      the Company. |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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 June 30, 2008, $54,042 (GBP27,083)      has been accrued. |
|   | The      above transactions, occurring in the normal course of operations, are      measured at the exchange amount, which is the amount of consideration      established, and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 5.     | Capital      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      Company’s capitalization is 100,000,000 common shares with a par value of      $0.001 per share and 5,000,000 preferred shares with a par value of      $0.001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On      April 21, 2008, the Company received $100,000 (GBP 49,192), from an      unrelated party, for 2,000,000 common shares at $0.05 per share. As of      July 24, 2008, the shares had not been issued. |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  On      May 8, 2008, the Company issued 538,154 common shares at $0.06 per share      in full settlement of  a $31,975 loan and accrued interest with      Karada Ltd., an unrelated third party. |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On      May 8, 2008, the Company issued 80,000 common shares at $0.25 per share in      full settlement of the $20,000 convertible debenture with The Capai      Trust. |
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On      May 29, 2006, the Company issued 200,000 common shares in fulfillment of a      Consulting agreement dated November 5, 2007 with Westport Strategic      Partners Inc. |
| 6.     | Going      Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |  The      accompanying consolidated financial statements have been prepared assuming      that the Company will continue as a going concern, which contemplates,      among other things, the realization of assets and satisfaction of      liabilities in the normal course of business. As at June 30, 2008, the      Company has an accumulated deficit of $3,536,943 and has incurred an      accumulated operating cash flow deficit of $940,384 since incorporation.      The Company intends to continue funding operations through equity      financing arrangements, which may be insufficient to fund its capital      expenditures, working capital and other cash requirements for the next      fiscal year.Thereafter,      the Company will be required to seek additional funds, either through      equity financing, to finance its long-term operations. The successful      outcome of future activities cannot be determined at this time, and there      is no assurance that, if achieved, the Company will have sufficient funds      to execute its intended business plan or generate positive operating      results. In response to these conditions, management intends to raise      additional funds through future private placement offerings.These      factors, among others, raise substantial doubt about the Company's ability      to continue as a going concern. The accompanying consolidated financial      statements do not include any adjustments that might result from the      outcome of this uncertainty. |
| 7.     | Subsequent      Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | On      July 2, 2008, the “Company” received notice of termination of the Share      Purchase Agreement entered into by and between the Company and Laurence      Adams and Jacqueline for the proposed acquisition of U.K based Delta Music      Limited, a United Kingdom company. The terms of the Share Purchase      Agreement allowed either party to terminate if the acquisition      contemplated thereunder had not occurred prior to June 30,      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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| Item      2. | Management’s Discussion and      Analysis |
|--------------|-------------------------------------------------|

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| 1.     | We      plan to carry out sales and marketing of our PlayBOX online music service      with the objective of securing sales of our White Label interface to music      artists and our Aggregator interface to record labels. Our Bespoke      interfaces will be targeted predominantly towards companies involved in      the music industry. We plan to undertake a number of marketing and      promotional campaigns over the next 12 months with the objective of      establishing sales momentum. We estimate $7,000 per month will be spent on      our proposed marketing campaigns and promotions in that 12-month period,      for anticipated total annual expenditures of $84,000. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.     | We      anticipate spending approximately $10,000 over the next 12 months to      various third parties to run our PlayBOX service. These parties’ elements      are: (i) dedicated server through Open Hosting Ltd., (ii) ePDQ payment      interface, provided by Barclaycard UK, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

| 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 $40,000 in complying with our      obligations as a reporting company under the Securities Exchange Act of      1934. These expenses will consist primarily of professional fees      relating to the preparation of our financial statements and completing our      annual report, quarterly report, current report and proxy statement      filings with the SEC.          |

| 1.     | expand      our executive management team in order to add a chief financial      officer;                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                          |
| 2.     | move      our principal office to a dedicated serviced office from our current      shared office premises; and               |
|   |                                                                                                                          |
| 3.     | bring      our management compensation packages up to date and regularize payments      under these compensationarrangements. |

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|   | i)     | Monetary      assets and liabilities at the rate of exchange in effect at the balance      sheet date, |
|--------|--------|--------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                   |
|   | ii)    | Non-monetary      assets and liabilities, and equity at historical rates,  and                         |
|   |   |                                                                                                   |
|   | iii)   | Revenue      and expense items at the average rate of exchange prevailing during the      period.      |

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

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| Playbox      (US) Inc.                        |
|-----------------------------------------------|
| (A      Development Stage Company)            |
| Statements      of Operations                 |
| (Unaudited)                                   |
|                                          |   |   |   |   |   |   |   |   | Cumulative |
| From                                          |
|                                          |   |   |   |   |   |   |   |   | Incorporation |
|                                          |   | For      the Three |   | For      the Three |   | For      the Nine |   | For      the Nine |   | August      21, 2003 |
|                                          |   | Months      Ended |   | MonthsEnded |   | MonthsEnded |   | MonthsEnded |   | to |
|                                          |   | June      30, 2008 |   | June      30, 2007 |   | June      30, 2008 |   | June      30, 2007 |   | June      30, 2008 |
|                                          |   |   |   |   |   |   |   |   |   |   |
| Sales                                         | $ | - | $ | 149 | $ | - | $ | 439 | $ | 1,364 |
| Cost      of Sales                            |   | - |   | - |   | - |   | - |   | 777 |
| Gross      Margin                             |   | 0 |   | 149 |   | 0 |   | 439 |   | 587 |
| General      and Administrative Expenses      |   |   |   |   |   |   |   |   |   |   |
| Accounting      and auditing                  |   | 8,485 |   | 16,217 |   | 40,571 |   | 56,267 |   | 264,807 |
| Bank      charges                             |   |                                 56 |   | 51 |   |                               798 |   | 496 |   | 2,030 |
| Consulting      and technical support (Note3) |   | 3,973 |   | 30,059 |   | 115,783 |   | 88,884 |   | 263,183 |
| Depreciation                                  |   | - |   | 172 |   | - |   | 552 |   | 1,887 |
| Development                                   |   | - |   | - |   | - |   | - |   | 29,152 |
| Filing      fees                              |   | 1,449 |   | 57 |   | 2,969 |   | 2,532 |   | 8,226 |
| Intellectual      property                    |   | - |   | - |   | - |   | - |   | 2,500,000 |
| Investor      relations                       |   | - |   | - |   | - |   | 18,000 |   | 18,000 |
| Legal                                         |   | 5,272 |   | 6,154 |   | 30,462 |   | 24,093 |   | 120,463 |
| Marketing      and public relations           |   | 7,513 |   |   |   | 7,513 |   | - |   | 38,838 |
| Office      and miscellaneous                 |   | 3581 |   | 530 |   | 4,275 |   | 4,190 |   | 18,265 |
| Rent                                          |   | 2,977 |   | 2,978 |   | 9,013 |   | 8,783 |   | 47,263 |
| Salaries      and benefits                    |   | 24,702 |   | 99 |   | 54,042 |   | 11,645 |   | 211,311 |
| Transfer      agent fees                      |   | 1,920 |   | 50 |   | 2,050 |   | 135 |   | 4,090 |
| Travel      and entertainment                 |   | 474 |   | 9 |   |       474 |   | 865 |   | 4,038 |
|                                          |   | 60,402 |   | 56,376 |   | 267,951 |   | 216,442 |   | 3,531,554 |
|                                          |   | (60,402) |   | (56,227) |   | (267,951) |   | (216,003) |   | (3,530,967) |
| Loss      from Operations                     |
| Other      Income (Expense)                   |   |   |   |   |   |   |   |   |   |   |
| Foreign      exchange (loss) gain             |   | (334) |   | (7,138) |   | 2,585 |   | (6,558) |   | (6,817) |
| Interest      income (expense)                |   | 108 |   | 13 |   | 108 |   | 21 |   | 842 |
| Net      Loss                                 | $ | (60,627) | $ | (63,352) | $ | (265,258) | $ | (222,540) | $ | (3,536,942) |
|                                          | $ | 0.00 | $ | 0.00 | $ | (0.01) | $ | (0.01) |   |   |
| Loss      per Share – Basic and Diluted |
|                                          |   | 29,284,483 |   | 28,225,139 |   | 28,991,053 |   | 28,561,476 |   |   |
| Weighted      Average Shares Outstanding      |
|                                          |   |   |   |   |   |   |   |   |   |   |
| Comprehensive      Loss                       |   |   |   |   |   |
| Net      Loss                                 | (60,627) |   | (63,352) |   | (265,258) |   | (222,540) |   | (3,536,942) |
| Foreign      currency translation adjustment  |   | (1,689) |   | (1,084) |   | 224 |   | 4,875 |   | (11,943) |
|                                          |   | (62,316) |   | (64,436) |   | (265,034) |   | (217,665) |   | (3,548,885) |
|                                          |   |   |   |   |   |   |   |   |   |   |
| .                                             |

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r

| Item 3. | Quantitative and Qualitative      Disclosures About MarketRisk |
|---------|----------------------------------------------------------------|

ca

| Item 4. | Controls and      Procedures |
|---------|------------------------------|

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| (a)    | Pertain      to the maintenance of records that in reasonable detail accurately and      fairly reflect the transactions and dispositions of the assets of the      registrant;                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | Provide      reasonable assurance that transactions are recorded as necessary to permit      preparation of financial statements in accordance with generally accepted      accounting principles, and that receipts and expenditures of the      registrant are being made only in accordance with authorizations of      management and directors of the registrant;and |

| (c) | Provide      reasonable assurance regarding prevention or timely detection of      unauthorized acquisition, use or disposition of the registrant’s assets      that could have a material effect on the financial    statements. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Item 1. | Legal      Proceedings |
|---------|------------------------|

n

| Item 1A. | Risk    Factors |
|----------|-----------------|

q

| Item 2. | Unregistered Sales of Equity      Securities and Use ofProceeds |
|---------|-----------------------------------------------------------------|

no

| Item 3. | Defaults Upon Senior      Securities |
|---------|--------------------------------------|

None.

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

No matters 

| Item 5. | Other      Information |
|---------|------------------------|

None

| Item 6. | Exhibits |
|---------|----------|

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

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| Exhibit  |                                                                                                                                                                                                 |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number   | Description of      Exhibit                                                                                                                                                                          |
| 10.3(1)  | Employment      Agreement between PlayBOX UK and Robert Burden dated effective May 1,      2004                                                                                                      |
| 10.4(1)  | Service      Agreement dated August 4, 2004 between PlayBOX UK and Outlander      Management                                                                                                         |
| 10.5(1)  | Loan      Agreement dated October 4, 2004 between PlayBOX UK and PlayBOX      Inc.                                                                                                                   |
| 10.6(1)  | Debenture      Agreement dated October 4, 2004 between PlayBOX UK and PlayBOX Inc.      evidencing the indebtedness of PlayBOX UK under the Loan      Agreement                                      |
| 10.7(1)  | Debt      Settlement Agreement dated April 28, 2005 between PlayBOX UK and PlayBOX      Inc.                                                                                                         |
| 10.8(1)  | Share      Exchange Agreement dated May 23, 2005, as amended, among Boyd Holdings      Inc., PlayBOX UK and the stockholders of PlayBOX UK                                                           |
| 10.9(1)  | Closing      Agreement dated March 24, 2006 amongst PlayBOX (US) Inc. and PlayBOX UK      and the shareholders of PlayBOX UK                                                                         |
| 10.10(1) | Asset      Purchase Agreement dated June 30, 2006 between PlayBOX (US) Inc. and      PlayBOX Inc.                                                                                                    |
| 10.11(1) | Termination      and Release Agreement dated June 30, 2006 among PlayBOX UK, HBI Sales      Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited      and MIR Technologies LLC |
| 10.12(1) | Subscription      agreement between the Company and Annette Cocker dated April 8, 2005      relating to the Company's private offering of 500,000    shares                                          |
| 10.13(1) | Form      of subscription agreement relating to our May 31, 2005 private offering of      securities.                                                                                                |
| 10.14(1) | Form      of subscription agreement relating to our August 31, 2005 private offering      of securities.                                                                                             |
| 10.15(1) | Regulation      S Debt Conversion Agreement dated June 30, 2006 between the Company and      Hillside Investment Corporation.                                                                        |
| 10.16(2) | Form      of subscription agreement relating to our July 14, 2006 private offering      of securities.                                                                                               |
| 10.17(3) | Service      Agreement dated July 1, 2005 between PlayBOX UK and Azuracle      Limited                                                                                                               |
| 10.18(3) | Letter      Agreement dated December 28, 2006 between PlayBOX UK and Robert      Burden                                                                                                              |
| 10.19(3) | Consulting      Services Agreement dated August 1, 2006 between PlayBOX (US) Inc. and      DeBondo Capital Limited                                                                                   |

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| Exhibit  |                                                                                                                                                                                         |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number   | Description of      Exhibit                                                                                                                                                                  |
| 10.20(4) | Form      of subscription agreement relating to our May 25, 2007 private offering of      securities.                                                                                        |
| 10.21(5) | Executive      Employment Agreement between the Company and Henry (Harry) C. Maloney      dated December 14, 2007.                                                                           |
| 10.22(6) | Share Purchase Agreement between the Company and      Laurence Adams and Jacqueline Adams dated March 28,      2008                                                                          |
| 31.1(7)  | Certification of Chief      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act      of 2002                                                                                 |
| 31.2(7)  | Certification of      Chief Financial Officer pursuant to      Section 302 of the Sarbanes-Oxley Act of2002                                                                                  |
| 32.1(7)  | Certification of Chief      Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act      of 2002 |

| (1)    | Filed      as an exhibit to our registration statement on Form SB-2 filed with the      Securities and Exchange Commission on June 8, 2006.                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                     |
| (2)    | Filed      as an exhibit to our registration statement on Form SB-2/A (Amendment No.      1) filed with the Securities and Exchange Commission on October 10,      2006. |
|   |                                                                                                                                                                     |
| (3)    | Filed      as an exhibit to our registration statement on Form SB-2/A (Amendment No.      3) filed with the Securities and Exchange Commission on January 18,      2007. |
|   |                                                                                                                                                                     |
| (4)    | Filed      as an exhibit to our registration statement on Form SB-2/A (Amendment No.      6) filed with the Securities and Exchange Commission on July 12,      2007.    |
|   |                                                                                                                                                                     |
| (5)    | Filed      as an exhibit to our current report on Form 8-K filed with the Securities      and Exchange Commission on December 20, 2007.                                  |
|   |                                                                                                                                                                     |
| (6)    | Filed      as an exhibit to quarterly report on Form 10-Q filed with the Securities      and Exchange Commission on May 15, 2008.                                        |
|   |                                                                                                                                                                     |
| (7)    | Filed      as an exhibit to this quarterly report on Form  10-Q.                                                                                                         |

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|   | PLAYBOX (US)      INC. |                                                     |
|--------|------------------------|----------------------------------------------------------|
|   |                   |                                                     |   |
|   |                   |                                                     |   |
|   | By:                    | /s/      Robert Burden                                   |   |
|   |                   | Robert      Burden                                       |   |
|   |                   | Chief      Executive Officer and Chief Financial Officer |   |
|   |                   | Date:      August 15, 2008                               |   |

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