---

UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended
March 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934for the transition period from _____to
_____

Commission File Number: 000-52753

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

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer, non-accelerated filer, and smaller reporting company in
Rule 12b-2 of the Exchange Act.

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

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
28,845,139 shares of common stock as of May 12, 2008.

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding our ability
to achieve commercial levels of sales of our PLAYBOX online music application,
our ability to successfully market our PLAYBOX online music application, our
ability to continue development and upgrades to the PLAYBOX online music
application, availability of funds, government regulations, common share prices,
operating costs, capital costs and other factors. Forward-looking statements are
made, without limitation, in relation to our operating plans, our liquidity and
financial condition, availability of funds, operating costs and the market in
which we compete. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports we file with the
SEC. These factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between our actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.

ii

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|PLAYBOX (US) INC.             
|------------------------------
|                              
|Quarterly Report On Form 10-Q 
|For The Quarterly Period Ended
|March 31, 2008                
|                              
|INDEX                         

|PART
      I  FINANCIAL INFORMATION | 1                                                                
|------------------------------------ | -----------------------------------------------------------------
|Item
      1.                        | Financial
      Statements                                       
|Item
      2.                        | Managements
      Discussion and Analysis                       
|Item
      3.                        | Controls
      and Procedures                                    
|PART
      II  OTHER INFORMATION    | 12                                                               
|Item
      1.                        | Legal
      Proceedings                                          
|Item
      2.                        | Unregistered
      Sales of Equity Securities and Use of Proceeds
|Item
      3.                        | Defaults
      Upon Senior Securities                            
|Item
      4.                        | Submission
      of Matters to a Vote of Securities Holders      
|Item
      5.                        | Other
      Information                                          
|Item
      6.                        | Exhibits                                                         

iii

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PART I  FINANCIAL INFORMATION

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

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

|                                                                                                                                                                                                   | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                   |     
|Consolidated
        Balance Sheets as at March 31, 2008 (unaudited) and September 30, 2007
        (audited)                                                                                      | F-2 
|                                                                                                                                                                                                   |     
|Consolidated
        Statements of Operations for the three and six months ended March 31,
        2008 and 2007 and for the period from incorporation (August 21, 2003)
        to March 31, 2008 | F-3 
|                                                                                                                                                                                                   |     
|Consolidated
        Statements of Cash Flows for the three and six months ended March 31,
        2008 and 2007 and for the period from incorporation (August 21, 2003)
        to March 31, 2008 | F-4 
|                                                                                                                                                                                                   |     
|Notes
        to Consolidated Financial Statements                                                                                                                                                 | F-5 

- 1 

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PLAYBOX (US) INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

(Unaudited)

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

F-1



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|Playbox (US) Inc.            
|-----------------------------
|(A Development Stage Company)
|Consolidated Balance Sheets  
|(Unaudited)                  

|                                                            |   | March 31,   |   |   | September 30, |  
|----------------------------------------------------------- | - | ----------- | - | - | ------------- | -
|                                                            |   | 2008        |   |   | 2007          |  
|ASSETS                                                      |   | (Unaudited) |   |   | (Audited)     |  
|Current                                                     |   |             |   |   |               |  
|Cash                                                        | $ | 4,145       |   | $ | 5,909         |  
|Accounts receivable                                         |   | 691         |   |   | 322           |  
|                                                            | $ | 4,836       |   | $ | 6,231         |  
|                                                            |   |             |   |   |               |  
|LIABILITIES                                                 |   |             |   |   |               |  
|Current                                                     |   |             |   |   |               |  
|Accounts payable                                            | $ | 142,658     |   | $ | 100,207       |  
|Accrued liabilities                                         |   | 42,674      |   |   | 35,646        |  
|Due to related parties                                      |   | 270,365     |   |   | 201,231       |  
|                                                            |   | 455,697     |   |   | 337,084       |  
|                                                            |   |             |   |   |               |  
|Loan payable                                                |   | 30,810      |   |   | 18,100        |  
|                                                            |   |             |   |   |               |  
|                                                            |   |             |   |   |               |  
|STOCKHOLDERS
      DEFICIENCY                              |   |             |   |   |               |  
|Capital Stock                                               |   |             |   |   |               |  
|Common Stock                                                |   |             |   |   |               |  
|Authorized: 100,000,000
      common shares with $0.001 par |   |             |   |   |               |  
|value                                                       |   |             |   |   |               |  
|Issued: 28,845,139 (September
      30, 2007  28,845,139)  |   | 28,845      |   |   | 28,845        |  
|Additional paid-in capital                                  |   | 2,906,055   |   |   | 2,906,055     |  
|Obligation to issue shares
      (Notes 2 and 3)            |   | 70,000      |   |   | -             |  
|Preferred Stock                                             |   |             |   |   |               |  
|Authorized: 5,000,000 shares
      with $0.001 par value    |   |             |   |   |               |  
|Issued: Nil                                                 |   | -           |   |   | -             |  
|                                                            |   |             |   |   |               |  
|Accumulated Comprehensive Loss                              |   | (10,255     | ) |   | (12,168       | )
|Deficit - Accumulated during the development
      stage    |   | (3,476,316  | ) |   | (3,271,685    | )
|                                                            |   | (481,671    | ) |   | (348,953      | )
|                                                            | $ | 4,836       |   | $ | 6,231         |  

Contingency(Note 1)Commitments(Notes 2 and 3)Subsequent events(Note 4)

The accompanying notes are an integral part of these consolidated
  financial statements

F-2

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

|                             |   |               |   |   |               |   |   |              |   |   |              |   |   | Cumulative    |  
|---------------------------- | - | ------------- | - | - | ------------- | - | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                             |   |               |   |   |               |   |   |              |   |   |              |   |   | From          |  
|                             |   |               |   |   |               |   |   |              |   |   |              |   |   | Incorporation |  
|                             |   | For the Three |   |   | For the Three |   |   | For the Six  |   |   | For the Six  |   |   | August 21,    |  
|                             |   | Months Ended  |   |   | Months Ended  |   |   | Months Ended |   |   | Months Ended |   |   | 2003 to       |  
|                             |   | March 31,     |   |   | March 31,     |   |   | March 31,    |   |   | March 31,    |   |   | March 31,     |  
|                             |   | 2008          |   |   | 2007          |   |   | 2008         |   |   | 2007         |   |   | 2008          |  
|Sales                        | $ | -             |   | $ | 146           |   | $ | -            |   | $ | 290          |   | $ | 1,364         |  
|Cost of Sales                |   | -             |   |   | -             |   |   | -            |   |   | -            |   |   | 777           |  
|Gross Margin                 |   | -             |   |   | 146           |   |   | -            |   |   | 290          |   |   | 587           |  
|General and Administrative   |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Expenses                     |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Accounting and auditing      |   | 10,056        |   |   | 10,931        |   |   | 32,086       |   |   | 40,050       |   |   | 256,322       |  
|Bank charges                 |   | 476           |   |   | 219           |   |   | 742          |   |   | 445          |   |   | 1,974         |  
|Consulting and technical     |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|support (Note 3)             |   | 79,907        |   |   | -             |   |   | 111,811      |   |   | 58,825       |   |   | 259,211       |  
|Depreciation                 |   | -             |   |   | 169           |   |   | -            |   |   | 380          |   |   | 1,887         |  
|Development                  |   | -             |   |   | -             |   |   | -            |   |   | -            |   |   | 29,152        |  
|Filing fees                  |   | 1,520         |   |   | 1,070         |   |   | 1,520        |   |   | 2,475        |   |   | 6,777         |  
|Intellectual property        |   | -             |   |   | -             |   |   | -            |   |   | -            |   |   | 2,500,000     |  
|Investor relations           |   | -             |   |   | 18,000        |   |   | -            |   |   | 18,000       |   |   | 18,000        |  
|Legal                        |   | 7,466         |   |   | 8,061         |   |   | 25,190       |   |   | 17,939       |   |   | 115,192       |  
|Marketing and public         |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|relations                    |   | -             |   |   | -             |   |   | -            |   |   | -            |   |   | 31,325        |  
|Office and miscellaneous     |   | 694           |   |   | 840           |   |   | 694          |   |   | 3,660        |   |   | 14,684        |  
|Rent                         |   | 2,968         |   |   | 2,931         |   |   | 6,036        |   |   | 5,805        |   |   | 44,286        |  
|Salaries and benefits        |   | 25,179        |   |   | 32,411        |   |   | 29,340       |   |   | 11,546       |   |   | 186,609       |  
|Transfer agent fees          |   | 130           |   |   | -             |   |   | 130          |   |   | 85           |   |   | 2,170         |  
|Travel and entertainment     |   | -             |   |   | 9             |   |   | -            |   |   | 856          |   |   | 3,564         |  
|                             |   | 128,396       |   |   | 74,641        |   |   | 207,549      |   |   | 160,066      |   |   | 3,471,153     |  
|Loss from Operations         |   | (128,396      | ) |   | (74,495       | ) |   | (207,549     | ) |   | (159,776     | ) |   | (3,470,566    | )
|Other Income (Expense)       |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Foreign exchange (loss)      |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|gain                         |   | 4,223         |   |   | 519           |   |   | 2,918        |   |   | 580          |   |   | (6,484        | )
|Interest income (expense)    |   | -             |   |   | (7            | ) |   | -            |   |   | 8            |   |   | 734           |  
|Net Loss                     | $ | (124,173      | ) | $ | (73,983       | ) | $ | (204,631     | ) | $ | (159,188     | ) | $ | (3,476,316    | )
|Loss per Share  Basic       |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|and Diluted                  | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.01        | ) | $ | (0.01        | ) |   |               |  
|Weighted Average Shares      |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Outstanding                  |   | 28,845,139    |   |   | 28,525,139    |   |   | 28,845,139   |   |   | 28,525,139   |   |   |               |  
|                             |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Comprehensive Loss           |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|Net Loss                     | $ | (124,173      | ) | $ | (73,983       | ) | $ | (204,631     | ) | $ | (159,188     | ) | $ | (3,476,316    | )
|Foreign currency translation |   |               |   |   |               |   |   |              |   |   |              |   |   |               |  
|adjustment                   |   | (10,160       | ) |   | (149          | ) |   | 1,913        |   |   | (3,001       | ) |   | (10,255       | )
|Total Comprehensive Loss     | $ | (134,333      | ) | $ | (74,132       | ) | $ | (202,718     | ) | $ | (162,189     | ) | $ | (3,486,571    | )

The accompanying notes are an integral part of these consolidated
  financial statements

F-3

---

|Playbox (US) Inc.                    
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|(Unaudited)                          

|                                           |   |              |   |   |              |   |   | Cumulative    |  
|------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                           |   |              |   |   |              |   |   | From          |  
|                                           |   |              |   |   |              |   |   | Incorporation |  
|                                           |   | For the Six  |   |   | For the Six  |   |   | August 21,    |  
|                                           |   | Months Ended |   |   | Months Ended |   |   | 2003 to       |  
|                                           |   | March 31,    |   |   | March 31,    |   |   | March 31,     |  
|                                           |   | 2008         |   |   | 2007         |   |   | 2008          |  
|Operating                                  |   |              |   |   |              |   |   |               |  
|Net Loss                                   | $ | (204,631     | ) | $ | (159,188     | ) | $ | (3,476,316    | )
|Items not involving cash:                  |   |              |   |   |              |   |   |               |  
|Depreciation                               |   | -            |   |   | 380          |   |   | 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                        |   | (369         | ) |   | (199         | ) |   | (691          | )
|Accounts payable                           |   | 42,451       |   |   | 80,150       |   |   | 90,082        |  
|Accrued liabilities                        |   | 7,028        |   |   | (6,201       | ) |   | 33,812        |  
|Net cash flows used in operations          |   | (105,521     | ) |   | (85,058      | ) |   | (795,141      | )
|                                           |   |              |   |   |              |   |   |               |  
|Investing                                  |   |              |   |   |              |   |   |               |  
|Cash acquired on purchase                 |   |              |   |   |              |   |   |               |  
|Playbox Media Limited                      |   | -            |   |   | -            |   |   | 130,626       |  
|Acquisition of property and equipment      |   | -            |   |   | -            |   |   | (1,887        | )
|Net cash flows from investing activities   |   | -            |   |   | -            |   |   | 128,739       |  
|                                           |   |              |   |   |              |   |   |               |  
|Financing                                  |   |              |   |   |              |   |   |               |  
|Due to Boyd Holdings Inc.                  |   | -            |   |   | 66,932       |   |   | 32,170        |  
|Amounts due to related parties             |   | 69,134       |   |   | -            |   |   | 270,365       |  
|Loan from related party                    |   | -            |   |   | -            |   |   | 159,064       |  
|Loan payable                               |   | 12,710       |   |   | -            |   |   | 30,810        |  
|Convertible promissory note issuance       |   | 20,000       |   |   |              |   |   | 20,000        |  
|Share issuances for cash                   |   | -            |   |   | -            |   |   | 168,393       |  
|Net cash flows from financing activities   |   | 101,844      |   |   | 66,932       |   |   | 680,802       |  
|                                           |   |              |   |   |              |   |   |               |  
|Effect of exchange rate changes            |   | 1,913        |   |   | (3,068       | ) |   | (10,255       | )
|                                           |   |              |   |   |              |   |   |               |  
|Change in Cash                             |   | (1,764       | ) |   | (21,194      | ) |   | 4,145         |  
|Cash - Beginning                           |   | 5,909        |   |   | 26,433       |   |   | -             |  
|Cash - Ending                              | $ | 4,145        |   | $ | 5,239        |   | $ | 4,145         |  
|                                           |   |              |   |   |              |   |   |               |  
|Supplemental Cash Flow Information         |   |              |   |   |              |   |   |               |  
|Cash paid for:                             |   |              |   |   |              |   |   |               |  
|Income Taxes                               | $ | -            |   | $ | -            |   | $ | -             |  
|Interest Paid                              | $ | -            |   | $ | -            |   | $ | -             |  

The accompanying notes are an integral part of these consolidated
  financial statements

F-4

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|Playbox (US) Inc.                             
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2008                                
|(Unaudited)                                   
|                                              

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Unaudited Interim Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The accompanying unaudited interim consolidated financial
        statements have been prepared in accordance with United States generally
        accepted accounting principals for interim financial information and with
        the instructions to Form 10-Q. They do not include all information and
        footnotes required by generally accepted accounting principles for complete
        financial statements. However, except as disclosed herein, there have
        been no material changes in the information disclosed in the notes to
        the consolidated financial statements for the year ended September 30,
        2007 included in the Companys 10-KSB filed with the Securities and
        Exchange Commission. The unaudited interim consolidated financial statements
        should be read in conjunction with those consolidated financial statements
        included in the 10-KSB. In the opinion of management, all adjustments
        considered necessary for a fair presentation, consisting solely of normal
        recurring adjustments, have been made. Operating results for the six months
        ended March 31, 2008 are not necessarily indicative of the results that
        may be expected for the year ending September 30, 2008.

|   |                
|-- | ---------------
|2. | Promissory Note

On February 4, 2008, the Company issued
  a convertible promissory note for a total amount of $20,000. This note bears
  interest at 5% per annum and is repayable by August 4, 2008. On February 5,
  2008, this note was converted to shares at $0.25 per share under a settlement
  agreement. As of May 5, 2008, these shares have not been issued.

|   |            
|-- | -----------
|3. | Commitments

| | a) | On November 5, 2007 the Company entered into
        a consulting agreement for a period of one year and thereafter on a month
        to month basis. In terms of the agreement the Company must issue the consultant
        200,000 of its common share deemed to be earned at the time the agreement
        was executed. As of May 5, 2008, these shares have not been issued.                                                                                                                                                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | b) | By Agreement dated December 14, 2007, the
        Company entered into an Executive Employment Agreement with Mr. Henry
        C. Maloney with respect to the appointment of Mr. Maloney as an executive
        officer of the Company. The annual salary for Mr. Maloneys services
        is $99,865 (GBP50,000). As of March 31, 2008, $29,340 (GBP14,583) has
        been accrued.                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | c) | The Company entered into a share purchase
        agreement March 28, 2008 with Laurence Adams and Jacqueline Adams for
        the proposed acquisition of U.K based Delta Music Limited, a United Kingdom
        company (Delta Music). The acquisition will be effected
        through the acquisition of 100% of the issued share capital of Delta Leisure
        Group Plc ("Delta Leisure"), a private company that owns 75% interest
        of the issued share capital of Delta Music, and 25% of the share capital
        of Delta Music. The consideration for the acquisition will be a combination
        of cash and shares of the Companys common stock, as follows:
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The acquisition will be subject the completion
        by the Company of a private placement financing to raise gross proceeds
        of no less than $4,000,000 by no later than June 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | As of May 5, 2008, the acquisition has not
        closed as the Company has been unable to raise the $4,000,000 of financing
        required under the agreement. Should the Company continue to be unsuccessful,
        the agreement will be terminated.                                                                                                                                                                                                                                                                                                                                                                                                                              

F-5



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|Playbox (US) Inc.                             
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2008                                
|(Unaudited)                                   
|                                              

|4. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               

F-6



---



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

The following discussion of our financial condition, changes in
financial condition and results of operations for the six month period ended
March 31, 2008 should be read in conjunction with our unaudited consolidated
interim financial statements and related notes for the six month period ended
March 31, 2008.

Overview of Our Business

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

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

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

We have completed the development of the PlayBOX online music
application. However, we have only commenced the process of commercializing our
technology and we have had very minimal sales to date. While we have achieved
initial sales, these sales cannot be viewed as significant in relation to our
operating expenses. Furthermore, we are presently not earning any revenues.
Accordingly, we are in the early development stage of our business. Further, we
will require additional financing in order to complete commercialization of our
PlayBOX online music application. As a result of our limited financing, our
operations during the past year have been scaled back to reflect our limited
financial resources. Accordingly, we have not advanced our business to the
extent that we had planned during the past year. We have recently brought in a
director of business strategy, Mr. Harry Maloney, to assist us in securing
additional clients and advancing our business operations.

We have earned only minimal revenues to date. Our plan of
operations, as described below, is to generate revenues from the sales of one or
more of the interfaces comprising our online music application. Our ability to
pursue our plan of operations has been limited during the past year and will be
limited during

- 2 -

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the coming year to the extent that we have not had and will not
have sufficient funds with which to pursue our plan of operations.

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

Prospective Acquisition of Delta Leisure Group Plc

Further to the letter of intent dated December 14, 2007, we
entered into a share purchase agreement dated March 28, 2008 (the Share
Purchase Agreement) with Laurence Adams and Jacqueline Adams (the
Sellers) for the proposed acquisition of U.K based Delta Music Limited,
a United Kingdom company (Delta Music). The acquisition will be
effected through the acquisition from the Sellers of 100% of the issued share
capital of Delta Leisure Group Plc ("Delta Leisure"), a private company
that owns 75% interest of the issued share capital of Delta Music, and 25% of
the share capital of Delta Music. The consideration for the acquisition will be
a combination of cash and shares of the Companys common stock, as follows:

- cash of 1,400,000 Pounds Sterling (equal to approximately $2,746,000 as at
  May 12, 2008) payable on closing of the acquisition, and
- a number of shares of our common stock equal to 10% of our common stock,
  on a fully diluted basis, to be issued on closing of the acquisition.

The completion of the acquisition will be subject to the
satisfaction of the conditions precedent to closing set forth in the Share
Purchase Agreement by no later than June 30, 2008. These conditions include the
following conditions, in addition to customary conditions of closing:

- the completion by us of a private placement financing to raise gross
  proceeds of no less than $4,000,000, and
- the delivery to us of financial statements of Delta Music and Delta
  Leisure as required to enable us to satisfy its reporting obligations under
  the Securities Exchange Act of 1934 arising as a result of the completion of
  the acquisition.

We have has also agreed to advance 100,000 Pounds Sterling
(equal to approximately $196,000 as at May 12, 2008) to fund certain expenses to
be incurred by the Sellers and Delta Music in connection with completion of the
acquisition, including preparation of the required financial statements.

There is no assurance that we will be able to raise the
financing necessary to enable it to complete the acquisition or to otherwise
satisfy the conditions precedent to closing. Accordingly, there is no assurance
that we will complete the acquisition.

Delta Music is an established distributor of an extensive
catalogue of major music CD's, DVD's and video's throughout the United Kingdom
and Europe. Delta Music has two subsidiaries, namely Delta Home Entertainment
Ltd., and Delta Music Merchandising Ltd. Since its inception in 1993, the Delta
Music group of companies has become one of the most recognized manufacturers and
distributors of entertainment products in the United Kingdom with client
distribution outlets including Universal, Asda, Tesco, Aldi, Sit-Up TV, TK Maxx,
Toys-R-Us and Sainsbury's. In addition, Delta Music was an early mover in the
growing on-line digital download industry.

Delta, whose registered office is in Orpington, UK, holds 75%
of the shares in Delta Music Limited. Delta Music Limited, has two subsidiaries:
Delta Home Entertainment Ltd., and Delta Music

- 3 -

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Merchandising Ltd. Since its inception in 1993, the Delta group
of companies (the "Group") has become one of the most recognized manufacturers
and distributors of entertainment products in the UK with client distribution
outlets including Universal, Asda, Tesco, Aldi, Sit-Up TV, TK Maxx, Toys-R-Us
and Sainsbury's. In addition, Delta Music Limited was an early mover in the
growing on-line digital download industry.

Plan Of Operations

Our plan of operations for the next twelve months is to
complete the acquisition of Delta Music. We anticipate that we will require
approximately $200,000 to complete the acquisition of Delta Music during the
next twelve months.

In addition, we plan to commercialize and generate revenues
from our PlayBOX online music application, subject to our achieving additional
financing. We plan to complete the following objectives within the time periods
and budgets specified with respect to our Playbox business, subject to our
achieving the necessary financing:

|1. | We plan to carry out sales and marketing of our PlayBOX
      online music service with the objective of securing sales of our White
      Label interface to music artists and our Aggregator interface to record
      labels. Our Bespoke interfaces will be targeted predominantly towards
      companies involved in the music industry. We plan to undertake a number of
      marketing and promotional campaigns over the next 12 months with the
      objective of establishing sales momentum. We estimate $7,000 per month
      will be spent on our proposed marketing campaigns and promotions in that
      12-month period, for anticipated total annual expenditures of $84,000. If
      we are able to complete the acquisition of Delta Music, we plan to
      incorporate Delta Musics catalogue of music into our online service using
      the white label for Delta Musics artists and the aggregators for the
      selection of the main catalogue.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | We anticipate spending approximately $10,000 over the
      next 12 months to various third parties to run our PlayBOX service. These
      parties elements are: (i) dedicated server through Open Hosting Ltd.,
      (ii) ePDQ payment interface, provided by Barclaycard UK, and (iii) the
      administration of these elements in the PlayBOX system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | We anticipate spending approximately $17,000 over the
      next twelve months in continuing the upgrading, development and design of
      our PlayBOX system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

These planned expenditures with respect to our Playbox business
total approximately $111,000 over the next twelve months.

In addition, we anticipate incurring the following general and
administrative expenses totaling approximately $104,000:

|1. | We anticipate spending approximately $2,000 in ongoing
      general and administrative expenses per month for the next twelve months,
      for a total anticipated expenditure of $24,000 over the next twelve
      months. The general and administrative expenses for the year will consist
      primarily of rent and office services, technical support and hosting
      services and general office expenses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | We anticipate spending approximately $80,000 in complying
      with our obligations as a reporting company under the Securities
      Exchange Act of 1934. These expenses will consist primarily of
      professional fees relating to the preparation of our financial statements
      and completing our annual report, quarterly report, current report and
      proxy statement filings with the SEC.         

- 4 -

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|3. | We plan to expand our executive management team in order
      to add a chief financial officer.                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                          
|4. | We plan to move our principal office to a dedicated
      serviced office from our current shared office premises.                       
|   |                                                                                                                                          
|5. | We plan to bring our management compensation packages up
      to date and regularize payments under these compensation
    arrangements.

We expect these administrative costs to be approximately
$664,000 over the next twelve months. We may also seek to identify additional
possible acquisitions in the music and technology industry. We believe that our
position to identify and complete such acquisitions would be enhanced if we are
able to complete the acquisition of Delta Music. Acquisitions would be directed
at bolstering our present technology offering and content owners to give us a
larger repertoire of music to distribute through our digital channel. In any
event, our ability to complete any prospective acquisitions will be subject to
our achieving the necessary financing to complete such acquisitions. There is no
assurance that we will identify any possible acquisition targets who would agree
to be acquired by us or that we will be able to raise the necessary funds to
complete any acquisitions if we are able to enter into acquisition agreements.
The amounts budgeted in our plan of operations do not include any amounts for
the identification of possible acquisitions, the negotiation of any letters of
intent or acquisition agreements or due diligence or other associated
expenses.

We had cash of $4,145 and working capital deficit of $450,861
as at March 31, 2008. Based on our plan of operations outlined above, we
anticipate that our planned expenditures over the next twelve months in the
amount of approximately $975,000 will exceed our cash reserves and working
capital. In addition, we will require approximately $2,750,000 to complete the
acquisition of Delta Music. As a result, our cash and working capital is not
sufficient to enable us to undertake our plan of operations over the next twelve
months without our obtaining additional financing. We anticipate based on our
current cash and working capital deficit and our planned expenses that we will
not be able to fund our operations beyond the next few months without additional
financing. We anticipate that we will require financing in the amount of
approximately $560,000 in order to carry out our plan of operations for the next
twelve months.

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

We have not entered into any financing agreements and we cannot
provide investors with any assurance that any financing we obtain will be
sufficient to fund our plan of operations. At this time, all potential investors
and all discussions are taking place outside of the United States. In the
absence of such financing, we may not be able to continue our plan of operations
beyond the next few months and our business plan will fail. If we do not
continue to obtain additional financing, we will be forced to abandon our plan
of operations and our business activities.

Presentation Of Financial Information

Effective March 24, 2006, we acquired 100% of the issued and
outstanding shares of PlayBOX UK by issuing 12,000,000 shares of our common
stock. Notwithstanding its legal form, our acquisition of PlayBOX UK has been
accounted for as a reverse acquisition, since the acquisition resulted in the
former shareholders of PlayBOX UK owning the majority of our issued and
outstanding shares. Because Boyd Holdings Inc. (now PlayBOX (US) Inc.) was a
newly incorporated company with nominal net non-monetary assets, the acquisition
has been accounted for as an issuance of stock by PlayBOX UK accompanied by a
recapitalization. Under the rules governing reverse acquisition accounting, the
results

- 5 -

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of operations of PlayBOX (US) Inc. are included in our
consolidated financial statements effective March 24, 2006. Our date of
inception is the date of inception of PlayBOX UK, being August 21, 2003, and our
financial statements are presented with reference to the date of inception of
PlayBOX UK. Financial information relating to periods prior to March 24, 2006 is
that of PlayBOX UK.

CRITICAL ACCOUNTING POLICIES

Development Stage Company

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

Revenue Recognition

Revenues are recognized when all of the following criteria have
been met under SAB No. 104, Revenue Recognition in Financial
Statements: persuasive evidence of an agreement exists; delivery has
occurred or services have been rendered; the fee is fixed or determinable; and
collectibility is reasonably assured.

Revenue arises from the following sources: creation of
web-based music interfaces; provision of hosting and bandwidth services; and
revenue share services.

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

- 6 -

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assured as the Company collects its revenue share directly from
the secure online payment system which it utilizes prior to transferring net
revenues to the customer.

Foreign Currency Translations

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

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

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

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

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

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

Results Of Operations  Three and six months ended March 31,
2008 and 2006

References to the discussion below to fiscal 2008 are to our
current fiscal year which will end on September 30, 2008. References to fiscal
2007 and fiscal 2006 are to our fiscal years ended September 30, 2007 and 2006,
respectively.

|                         |   |               |  |   |               |  |   |              |  |   |              |  |   | Cumulative    | 
|------------------------ | - | ------------- |  | - | ------------- |  | - | ------------ |  | - | ------------ |  | - | ------------- | 
|                         |   |               |  |   |               |  |   |              |  |   |              |  |   | From          | 
|                         |   |               |  |   |               |  |   |              |  |   |              |  |   | Incorporation | 
|                         |   | For the Three |  |   | For the Three |  |   | For the Six  |  |   | For the Six  |  |   | August 21,    | 
|                         |   | Months Ended  |  |   | Months Ended  |  |   | Months Ended |  |   | Months Ended |  |   | 2003 to       | 
|                         |   | March 31,     |  |   | March 31,     |  |   | March 31,    |  |   | March 31,    |  |   | March 31,     | 
|                         |   | 2008          |  |   | 2007          |  |   | 2008         |  |   | 2007         |  |   | 2008          | 
|Sales                    | $ | -             |  | $ | 146           |  | $ | -            |  | $ | 290          |  | $ | 1,364         | 
|Cost of Sales            |   | -             |  |   | -             |  |   | -            |  |   | -            |  |   | 777           | 
|Gross Margin             |   | -             |  |   | 146           |  |   | -            |  |   | 290          |  |   | 587           | 
|General and              |   |               |  |   |               |  |   |              |  |   |              |  |   |               | 
|Administrative Expenses  |   |               |  |   |               |  |   |              |  |   |              |  |   |               | 
|Accounting and auditing  |   | 10,056        |  |   | 10,931        |  |   | 32,086       |  |   | 40,050       |  |   | 256,322       | 
|Bank charges             |   | 476           |  |   | 219           |  |   | 742          |  |   | 445          |  |   | 1,974         | 
|Consulting and technical |   | 79,907        |  |   | -             |  |   |              |  |   |              |  |   | 259,211       | 

- 7 -

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|support (Note 3)               |   |            |   |   |            |   |   | 111,811    |   |   | 58,825     |   |   |            |  
|------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|Depreciation                   |   | -          |   |   | 169        |   |   | -          |   |   | 380        |   |   | 1,887      |  
|Development                    |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | 29,152     |  
|Filing fees                    |   | 1,520      |   |   | 1,070      |   |   | 1,520      |   |   | 2,475      |   |   | 6,777      |  
|Intellectual property          |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | 2,500,000  |  
|Investor relations             |   | -          |   |   | 18,000     |   |   | -          |   |   | 18,000     |   |   | 18,000     |  
|Legal                          |   | 7,466      |   |   | 8,061      |   |   | 25,190     |   |   | 17,939     |   |   | 115,192    |  
|Marketing and public           |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|relations                      |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | 31,325     |  
|Office and miscellaneous       |   |            |   |   |            |   |   | 694        |   |   | 3,660      |   |   |            |  
|                               |   | 694        |   |   | 840        |   |   |            |   |   |            |   |   | 14,684     |  
|Rent                           |   | 2,968      |   |   | 2,931      |   |   | 6,036      |   |   | 5,805      |   |   | 44,286     |  
|Salaries and benefits          |   | 25,179     |   |   | 32,411     |   |   | 29,340     |   |   | 11,546     |   |   | 186,609    |  
|Transfer agent fees            |   | 130        |   |   | -          |   |   | 130        |   |   | 85         |   |   | 2,170      |  
|Travel and
      entertainment |   |            |   |   |            |   |   | -          |   |   | 856        |   |   |            |  
|                               |   | -          |   |   | 9          |   |   |            |   |   |            |   |   | 3,564      |  
|                               |   | 128,396    |   |   | 74,641     |   |   | 207,549    |   |   | 160,066    |   |   | 3,471,153  |  
|Loss from Operations           |   | (128,396   | ) |   | (74,495    | ) |   | (207,549   | ) |   | (159,776   | ) |   | (3,470,566 | )
|Other Income (Expense)         |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Foreign exchange (loss)        |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|gain                           |   | 4,223      |   |   | 519        |   |   | 2,918      |   |   | 580        |   |   | (6,484     | )
|Interest income (expense)      |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|                               |   | -          |   |   | (7         | ) |   | -          |   |   | 8          |   |   | 734        |  
|Net Loss                       | $ | (124,173   | ) | $ | (73,983    | ) | $ | (204,631   | ) | $ | (159,188   | ) | $ | (3,476,316 | )
|Loss per Share  Basic         |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|and Diluted                    | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.01      | ) | $ | (0.01      | ) |   |            |  
|Weighted Average Shares        |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Outstanding                    |   | 28,845,139 |   |   | 28,525,139 |   |   | 28,845,139 |   |   | 28,525,139 |   |   |            |  
|                               |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Comprehensive Loss             |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|Net Loss                       | $ | (124,173   | ) | $ | (73,983    | ) | $ | (204,631   | ) | $ | (159,188   | ) | $ | (3,476,316 | )
|Foreign currency translation   |   |            |   |   |            |   |   |            |   |   |            |   |   |            |  
|adjustment                     |   | (10,160    | ) |   | (149       | ) |   | 1,913      |   |   | (3,001     | ) |   | (10,255    | )
|Total
      Comprehensive Loss | $ | (134,333   | ) | $ | (74,132    | ) | $ | (202,718   | ) | $ | (162,189   | ) | $ | (3,486,571 | )

Revenue

We achieved our initial sales from the PlayBOX online music
application in fiscal 2005. We achieved further initial sales in fiscal 2006 and
2007. Our initial sales were attributable to sales of web hosting services that
we provide to The Little Bazaar, which is our initial and only current paying
customer. Our sales continue to be insignificant in terms of our overall
operating expenses. We did not generate any sales during the first six months of
fiscal 2008 compared to $146 generated during the first three month period of
fiscal 2007 and $290 generated during the first half of fiscal 2007. Our sales
have been insignificant in terms of our overall operating expenses. There is no
assurance that we will raise the necessary financing to enable us to resume full
business operations achieve significant revenues.

- 8 -

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We are presently not earning any revenues and anticipate that
we will not earn revenues until such time as we are able to complete the
acquisition of Delta Music, of which there is no assurance.

Accounting and Auditing

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

Our accounting and auditing expenses were $32,086 during the
first six months of fiscal 2008 as compared to $40,050 during the first six
months of fiscal 2007. Our accounting and auditing expenses were $10,056 during
the second quarter of fiscal 2008 as compared to $10,931 during the second
quarter of fiscal 2007. These fees are attributable mainly to auditing,
accounting and regulatory compliance expenses.

Consulting and Technical Support

Our consulting and technical support expenses were $111,811
during the first six months of fiscal 2008 as compared to $58,825 during the
first six months of fiscal 2007. Our consulting and technical support expenses
were $79,907 during the second quarter of fiscal 2008 as compared to $nil during
the second quarter of fiscal 2007. Consulting expenses during the second quarter
of fiscal 2008 were attributable to our engaging consultants to assist us in
connection with the Delta Music acquisition transaction and in the process of
raising funds to enable us to complete this acquisition.

Legal

Our legal expenses are attributable to legal fees paid to our
legal counsel in connection with our statutory obligations as a reporting
company under the Exchange Act including the preparations and filings of our
quarterly and annual reports with the SEC.

Legal expenses were $25,190 during the first six months of
fiscal 2008 as compared to $17,939 during the first six months of fiscal 2007.
Our legal expenses were $7,466 during the second quarter of fiscal 2008 as
compared to $8,061 during the second quarter of fiscal 2007.

Rent

Rent expense was attributable to amounts paid on account of our
rent of shared office premises in London, England. Our rent expense increased
slightly in the first half of fiscal 2008 as compared to the first half of
fiscal 2007 as a result of a decrease in the foreign exchange rate of the U.S.
dollar in terms of the Great Britain pound.

Salaries and Wages

By agreement dated December 14, 2007, we entered into an
executive employment agreement with Mr. Henry C. Maloney with respect to the
appointment of Mr. Maloney as an executive officer of the Company. The annual
salary for Mr. Maloneys services is $99,865 (GBP50,000). As of March 31, 2008,
$29,340 (GBP14,583) has been accrued. Mr. Maloneys salary resulted in our
increase salaries and wages in fiscal 2008 compared to fiscal 2007

Our salaries and benefits in fiscal 2007 were attributable to
salary paid to Robert Burden, our President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and a director. These salaries and
benefits were minimal in fiscal 2007 because Mr. Burden agreed to lower his
monthly salary effective July 1, 2006.

- 9 -

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Loss from Operations and Net Loss

Our loss from operations increased to $207,549 for the first
six months of fiscal 2008 as compared to $159,776 for the first six months of
fiscal 2007. Our loss from operations increased to $128,396 for the second
quarter of fiscal 2008 as compared to $74,495 for the second quarter of fiscal
2007.

Liquidity And Capital Resources

As at March 31, 2008, we had cash of $4,145 and a working
capital deficit of $450,861 and as at September 30, 2007, we had cash of $5,909
and a working capital deficit of $330,853.

Plan of Operations

We estimate that our total expenditures over the next twelve
months will be approximately $975,000, as outlined above under the heading Plan
of Operations, plus approximately $2,750,000 to pay the cash portion of the
purchase price for the acquisition of Delta Music. We will not be able to
complete the Delta Music acquisition or undertake our plan of operations over
the next twelve months without our obtaining additional financing. We presently
require immediate financing in order that we have the cash necessary for us to
continue our operations. In view of our working capital deficit, we anticipate
that we will require additional financing in the approximate amount of $975,000
in order to enable us to sustain our operations for the next twelve months. We
note that this amount does not include any funds that we may expend in
concluding any acquisition of Delta Music.

Cash used in Operating Activities

We used cash of $105,521 in operating activities during the
first six month period of fiscal 2008 compared to $85,058 during the first six
month period of fiscal 2007. Since inception, we have used cash of $795,141 in
operating activities. We have applied cash generated from financing activities
to fund cash used in operating activities.

Cash from Investing Activities

We did not use any cash in investing activities during the
first six month period of fiscal 2008 nor during the first six month period of
fiscal 2007. We acquired cash of $130,626 during fiscal 2006 as a result of our
acquisition of PlayBOX UK.

Cash from Financing Activities

We generated cash of $101,844 from financing activities during
the first six month period of fiscal 2008 compared to cash of $66,932 generated
from financing activities during the first six month period of fiscal 2007.

Going Concern

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

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders.

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We believe that debt financing will not be an alternative for
funding of our planned activities because we do not have tangible assets to
secure any debt financing.

Off-Balance Sheet Arrangements

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

|Item 3. | Quantitative and Qualitative Disclosures
      About Market Risk
|------- | ----------------------------------------------------------------

Not applicable.

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

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of March
31, 2008, being the date of our most recently completed quarter. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Robert Burden. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the rules and forms of the SEC.

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

During the fiscal quarter ended March 31, 2008, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended March 31, 2008.

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

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

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

PART II  OTHER INFORMATION

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

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

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

Not required as we are a smaller reporting company, within
the meaning of the Securities Exchange Act of 1934.

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

We did not complete any sales of securities without
registration under the Securities Act of 1933 during the three months ended
March 31, 2008.

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

None.

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

No matters were submitted to our security holders for a vote
during the three months ended March 31, 2008.

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

None

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

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

|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 March 31, 2006
      between PlayBOX (US) Inc. and PlayBOX Inc.                                                                                                          
|10.11(1) | Termination and Release
      Agreement dated March 31, 2006 among PlayBOX UK, HBI Sales Private
      Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited and MIR
      Technologies LLC
|10.12(1) | Subscription agreement between the Company and
      Annette Cocker dated April 8, 2005 relating to the Company's private
      offering of 500,000 shares                                              
|10.13(1) | Form of subscription agreement
      relating to our May 31, 2005 private offering of securities.                                                                                                       
|10.14(1) | Form of subscription agreement relating to our
      August 31, 2005 private offering of securities.                                                                                                    
|10.15(1) | Regulation S Debt Conversion
      Agreement dated March 31, 2006 between the Company and Hillside Investment
      Corporation.                                                                        
|10.16(2) | Form of subscription agreement relating to our
      July 14, 2006 private offering of securities.                                                                                                      
|10.17(3) | Service Agreement dated July 1,
      2005 between PlayBOX UK and Azuracle Limited                                                                                                                      
|10.18(3) | Letter Agreement dated December 28, 2006
      between PlayBOX UK and Robert Burden                                                                                                                     
|10.19(3) | Consulting Services Agreement
      dated August 1, 2006 between PlayBOX (US) Inc. and DeBondo Capital Limited                                                                                          

- 13 -

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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(6)  | Certification of Chief
      Executive Officer and Chief Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                     
|32.1(6)  | 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 this quarterly report on Form
      10-Q.                                                                                                     

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SIGNATURES

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

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

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