UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q/AAmendment
No.1
  [ x ]
QUARTERLY REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  for the
quarterly period ended June 30,
2008
  [ ] TRANSITION REPORT UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  for the
transition period from _____to _____
  Commission
File Number: 000-52753
  PLAYBOX (US)
INC.
 (Name of
issuer as specified in its charter)
  NEVADA
                N/A(State
      or other jurisdiction of incorporation or
                (IRS
      Employer Identification No.)organization)
  Suite 3.19, 130 Shaftesbury
Avenue, London, England WID 5EU
 (Address
of principal executive offices)
  +44 (0) 20 7031
1187
 Issuer'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 o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes[ x ] No[ ]
  Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
  54,186,293
shares of common stock as of April 28, 2009.
  Table of Contents
 1
 
 EXPLANATORY
NOTE:
 
 We are
filing this first amendment to our quarterly report on Form 10-Q for the nine
months ended June 30, 2008 to restate our consolidated financial statements
for the nine months then ended. In the course of preparing our financial
statements for our annual report on Form 10-K to be filed with the Securities
and Exchange Commission (“SEC”) for the year ended
September 30, 2008, we discovered an unrecorded obligation resulting in a
material misstatement of our 2008 interim financial statements for the
previously reported quarter ended June 30, 2008. Furthermore, after reviewing
comments from the SEC in regards to this misstatement, we concluded that the
previous reported quarter ended March 31, 2008 also was affected by this
unrecorded obligation. The restatements to include this unrecorded obligation
has had a significant impact on our previously reported consolidated balance
sheets and consolidated statements of operations contained therein.
  The
restatement of our consolidated financial statements as a result of the error
described above has led our management to conclude that a material weakness
existed in our internal control over financial reporting as of June 30, 2008,
and that Management’s Report on Internal Control over Financial Reporting should
also be restated. Accordingly, this amended filing includes a revised“Item 4. Controls &
Procedure”s that reflects management’s conclusion that our internal
control over financial reporting was not effective at June 30, 2008 for reasons
in addition to those previously discussed.
  No
attempt has been made in this Form 10-Q/A to update disclosures presented in the
original Form 10-Q as filed except those affected by the recognition of the
previously unrecorded obligation. Furthermore, this Form 10-Q/A does not reflect
events occurring after the original filing except as disclosed in the original
Form 10-Q, including any changes to the exhibits affected by subsequent events.
Therefore, the exhibits have not been included with this Form 10-Q/A with the
exception of  Exhibits 31.1, 31.2 and 32.1 new certifications by our
principal executive officer and principal financial officer as required by
Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as
amended. Accordingly, this Form 10-Q/A should be read in conjunction with our
filings made with the SEC subsequent to the filing of the original Form 10-Q,
including any amendments to those filings.
  FORWARD-LOOKING
STATEMENTS
  This
quarterly report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, including statements regarding our
capital needs, business plans and expectations. Such forward-looking statements
involve risks and uncertainties regarding our ability to achieve commercial
levels of sales of our PLAYBOX online music application, our ability to
successfully market our PLAYBOX online music application, our ability to
continue development and upgrades to the PLAYBOX online music application,
availability of funds, government regulations, common share prices, operating
costs, capital costs and other factors. Forward-looking statements are made,
without limitation, in relation to our operating plans, our liquidity and
financial condition, availability of funds, operating costs and the market in
which we compete. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “may”,
“will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict”, “potential” or “continue”, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports we file with the
SEC. These factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between our actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
  Table of Contents
 2
  PART
      I – FINANCIAL INFORMATION
                PageItem 1.
                Financial
      Statements
                4Item
      2.
                Management’s
      Discussion and Analysis
                13Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                20Item
      4.
                Controls
      and Procedures
                20PART
      II – OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                21Item
      1a.
                Risk
      Factors
                21Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                21Item
      3.
                Defaults
      Upon Senior Securities
                21Item
      4.
                Submission
      of Matters to a Vote of Securities Holders
                21Item
      5.
                Other
      Information
                21Item
      6.
                Exhibits
                21
  Table of Contents
 3
 PART
I – FINANCIAL INFORMATION
 
 Item
      1.
              Financial
      Statements
  The
following unaudited consolidated financial statements of Playbox (US) Inc. (the
“Company”) are included in this Quarterly Report on Form 10-Q:
  PageRestated
      Consolidated Balance Sheets as at June 30, 2008 (unaudited) and September
      30, 2007 (audited)
              F-2Restated
      Consolidated Statements of Operations for the three and nine months ended
      June 30, 2008 and 2007 and for the period from incorporation (August 21,
      2003) to June 30, 2008
              F-3Restated
      Consolidated Statements of Cash Flows for the nine months ended June 30,
      2008 and 2007 and for the period from incorporation (August 21, 2003) to
      June 30, 2008
              F-4Restated
      Notes to Consolidated Financial Statements
              F-5
 Table of Contents
 4
 Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Balance Sheets(Unaudited)As
      ofJune
      30, 2008
                                                  
                                                  
                                                  As
      of(Restated)
                                                  
                                                  
                                                  September
      30, 2007ASSETSCurrent
      AssetsCash
                                                  
                                                  $
                                                  13,643
                                                  
                                                  
                                                  $
                                                  5,909Accounts
      receivable
                                                  
                                                  
                                                  1,391
                                                  
                                                  
                                                  
                                                  322Total
      Current Assets
                                                  
                                                  $
                                                  15,034
                                                  
                                                  
                                                  $
                                                  6,231LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                                                  
                                                  $
                                                  98,374
                                                  
                                                  
                                                  $
                                                  100,207Accrued
      liabilities
                                                  
                                                  
                                                  3,041
                                                  
                                                  
                                                  
                                                  35,646Due
      to related parties
                                                  
                                                  
                                                  325,631
                                                  
                                                  
                                                  
                                                  201,231Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                                                  
                                                  
                                                  199,540
                                                  
                                                  
                                                  
                                                  0Total
      Current Liabilities
                                                  
                                                  
                                                  626,585
                                                  
                                                  
                                                  
                                                  337,084Long
      Term LiabilitiesLoan
      payable
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  18,100Total
      Long Term Liabilities
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  18,100TOTAL
      LIABILITIES
                                                  
                                                  
                                                  626,585
                                                  
                                                  
                                                  
                                                  355,184STOCKHOLDERS’
      DEFICIENCYCapital
      StockPreferred
      StockAuthorized:  5,000,000
      shares with $0.001 par value. Issued: Nil
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Common
      StockAuthorized:
      100,000,000 common shares with $0.001 par valueIssued:  29,663,293
      (June 30, 2008)
                                                  
                                                  
                                                  29,663
                                                  
                                                  
                                                  
                                                  28,84528,845,139
      (September 30, 2007)Obligation
      to issue shares
                                                  
                                                  
                                                  2,000
                                                  
                                                  
                                                  
                                                  -Additional
      paid-in capital
                                                  
                                                  
                                                  3,105,212
                                                  
                                                  
                                                  
                                                  2,906,055Accumulated
      Comprehensive Loss
                                                  
                                                  
                                                  (11,943
                                                  )
                                                  
                                                  
                                                  (12,168
                                                  )Deficit
      - Accumulated during the development stage
                                                  
                                                  
                                                  (3,736,482
                                                  )
                                                  
                                                  
                                                  (3,271,685
                                                  )(611,550
                                                  )
                                                  
                                                  
                                                  (348,953
                                                  )$
                                                  15,034
                                                  
                                                  
                                                  $
                                                  6,231The
      accompanying notes are an integral part of these consolidated financials
      statements.


Table of Contents
 5
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Statements of Operations(Unaudited)CumulativeFromIncorporationFor
      the Three
                                                                            
                                                                            
                                                                            For
      the Three
                                                                            
                                                                            
                                                                            For
      the Nine
                                                                            
                                                                            
                                                                            For
      the Nine
                                                                            
                                                                            
                                                                            August
      21,2003Months
      Ended
                                                                            
                                                                            
                                                                            Months
      Ended
                                                                            
                                                                            
                                                                            Months
      Ended
                                                                            
                                                                            
                                                                            Months
      Ended
                                                                            
                                                                            
                                                                            toJune
      30, 2008
                                                                            
                                                                            
                                                                            June
      30, 2007
                                                                            
                                                                            
                                                                            June
      30, 2008
                                                                            
                                                                            
                                                                            June
      30, 2007
                                                                            
                                                                            
                                                                            June
      30, 2008(Restated)
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (Restated)
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (Restated)Sales
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            149
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            439
                                                                            
                                                                            
                                                                            $
                                                                            1,364Cost
      of Sales
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            777Gross
      Margin
                                                                            
                                                                            
                                                                            0
                                                                            
                                                                            
                                                                            
                                                                            149
                                                                            
                                                                            
                                                                            
                                                                            0
                                                                            
                                                                            
                                                                            
                                                                            439
                                                                            
                                                                            
                                                                            
                                                                            587General
      and Administrative ExpensesAccounting
      and auditing
                                                                            
                                                                            
                                                                            8,485
                                                                            
                                                                            
                                                                            
                                                                            16,217
                                                                            
                                                                            
                                                                            
                                                                            40,571
                                                                            
                                                                            
                                                                            
                                                                            56,267
                                                                            
                                                                            
                                                                            
                                                                            264,807Bank
      charges
                                                                            
                                                                            
                                                                            56
                                                                            
                                                                            
                                                                            
                                                                            51
                                                                            
                                                                            
                                                                            
                                                                            798
                                                                            
                                                                            
                                                                            
                                                                            496
                                                                            
                                                                            
                                                                            
                                                                            2,030Consulting and technical support(Note
      3)
                                                                            
                                                                            
                                                                            3,973
                                                                            
                                                                            
                                                                            
                                                                            30059
                                                                            
                                                                            
                                                                            
                                                                            115,783
                                                                            
                                                                            
                                                                            
                                                                            88,884
                                                                            
                                                                            
                                                                            
                                                                            263,183Depreciation
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            172
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            552
                                                                            
                                                                            
                                                                            
                                                                            1,887Development
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            199,540
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            228,692Filing
      fees
                                                                            
                                                                            
                                                                            1,449
                                                                            
                                                                            
                                                                            
                                                                            57
                                                                            
                                                                            
                                                                            
                                                                            2,969
                                                                            
                                                                            
                                                                            
                                                                            2,532
                                                                            
                                                                            
                                                                            
                                                                            8,226Intellectual
      property
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,500,000Investor
      relations
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            18,000
                                                                            
                                                                            
                                                                            
                                                                            18,000Legal
                                                                            
                                                                            
                                                                            5,272
                                                                            
                                                                            
                                                                            
                                                                            6,154
                                                                            
                                                                            
                                                                            
                                                                            30,462
                                                                            
                                                                            
                                                                            
                                                                            24,093
                                                                            
                                                                            
                                                                            
                                                                            120,463Marketing
      and public relations
                                                                            
                                                                            
                                                                            7,513
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            7,513
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            38,838Office
      and miscellaneous
                                                                            
                                                                            
                                                                            3581
                                                                            
                                                                            
                                                                            
                                                                            530
                                                                            
                                                                            
                                                                            
                                                                            4,275
                                                                            
                                                                            
                                                                            
                                                                            4,190
                                                                            
                                                                            
                                                                            
                                                                            18,265Rent
                                                                            
                                                                            
                                                                            2,977
                                                                            
                                                                            
                                                                            
                                                                            2,978
                                                                            
                                                                            
                                                                            
                                                                            9,013
                                                                            
                                                                            
                                                                            
                                                                            8,783
                                                                            
                                                                            
                                                                            
                                                                            47,263Salaries
      and benefits
                                                                            
                                                                            
                                                                            24,702
                                                                            
                                                                            
                                                                            
                                                                            99
                                                                            
                                                                            
                                                                            
                                                                            54,042
                                                                            
                                                                            
                                                                            
                                                                            11,645
                                                                            
                                                                            
                                                                            
                                                                            211,311Transfer
      agent fees
                                                                            
                                                                            
                                                                            1,920
                                                                            
                                                                            
                                                                            
                                                                            50
                                                                            
                                                                            
                                                                            
                                                                            2,050
                                                                            
                                                                            
                                                                            
                                                                            135
                                                                            
                                                                            
                                                                            
                                                                            4,090Travel
      and entertainment
                                                                            
                                                                            
                                                                            474
                                                                            
                                                                            
                                                                            
                                                                            9
                                                                            
                                                                            
                                                                            
                                                                            474
                                                                            
                                                                            
                                                                            
                                                                            865
                                                                            
                                                                            
                                                                            
                                                                            4,03860,402
                                                                            
                                                                            
                                                                            
                                                                            56,376
                                                                            
                                                                            
                                                                            
                                                                            467,491
                                                                            
                                                                            
                                                                            
                                                                            216,442
                                                                            
                                                                            
                                                                            
                                                                            3,731,094(60,402
                                                                            )
                                                                            
                                                                            
                                                                            (56,227
                                                                            )
                                                                            
                                                                            
                                                                            (467,491
                                                                            )
                                                                            
                                                                            
                                                                            (216,003
                                                                            )
                                                                            
                                                                            
                                                                            (3,730,507
                                                                            )Loss
      from OperationsOther
      Income (Expense)Foreign
      exchange (loss) gain
                                                                            
                                                                            
                                                                            (334
                                                                            )
                                                                            
                                                                            
                                                                            (7,138
                                                                            )
                                                                            
                                                                            
                                                                            2,585
                                                                            
                                                                            
                                                                            
                                                                            (6,558
                                                                            )
                                                                            
                                                                            
                                                                            (6,817
                                                                            )Interest
      income (expense)
                                                                            
                                                                            
                                                                            108
                                                                            
                                                                            
                                                                            
                                                                            13
                                                                            
                                                                            
                                                                            
                                                                            108
                                                                            
                                                                            
                                                                            
                                                                            21
                                                                            
                                                                            
                                                                            
                                                                            842Net
      Loss
                                                                            
                                                                            $
                                                                            (60,627
                                                                            )
                                                                            
                                                                            $
                                                                            (63,352
                                                                            )
                                                                            
                                                                            $
                                                                            (464,798
                                                                            )
                                                                            
                                                                            $
                                                                            (222,540
                                                                            )
                                                                            
                                                                            $
                                                                            (3,736,482
                                                                            )Loss
      per Share – Basic and Diluted
                                                                            
                                                                            $
                                                                            0.00
                                                                            
                                                                            
                                                                            $
                                                                            0.00
                                                                            
                                                                            
                                                                            $
                                                                            (0.02
                                                                            )
                                                                            
                                                                            $
                                                                            (0.01
                                                                            )Weighted
      Average Shares Outstanding
                                                                            
                                                                            
                                                                            29,284,483
                                                                            
                                                                            
                                                                            
                                                                            28,225,139
                                                                            
                                                                            
                                                                            
                                                                            28,991,053
                                                                            
                                                                            
                                                                            
                                                                            28,561,476Comprehensive
      LossNet
      Loss
                                                                            
                                                                            
                                                                            (60,627
                                                                            )
                                                                            
                                                                            
                                                                            (63,352
                                                                            )
                                                                            
                                                                            
                                                                            (464,798
                                                                            )
                                                                            
                                                                            
                                                                            (222,540
                                                                            )
                                                                            
                                                                            
                                                                            (3,736,482
                                                                            )Foreign
      currency translation adjustment
                                                                            
                                                                            
                                                                            (1,689
                                                                            )
                                                                            
                                                                            
                                                                            (1,084
                                                                            )
                                                                            
                                                                            
                                                                            224
                                                                            
                                                                            
                                                                            
                                                                            4,875
                                                                            
                                                                            
                                                                            
                                                                            (11,943
                                                                            )(62,316
                                                                            )
                                                                            
                                                                            
                                                                            (64,436
                                                                            )
                                                                            
                                                                            
                                                                            (464,574
                                                                            )
                                                                            
                                                                            
                                                                            (217,665
                                                                            )
                                                                            
                                                                            
                                                                            (3,748,425
                                                                            )The
      accompanying notes are an integral part of these consolidated financials
      statements.
    Table of Contents
 6
 
 Playbox
      (US) Inc.(A
      Development Stage Company)Consolidated
      Statements of Cash FlowFor
      the Nine Months Ending
                                                    June
      30,2008
                                                  
                                                  
                                                  For
      the Nine Months Ending
                                                    June
      30,2007
                                                  
                                                  
                                                  Cumulative
      from Incorporation August 21, 2003 to
                                                    June
      30, 2008(Restated)
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (Restated)OperatingNet
      Loss
                                                  
                                                  $
                                                  (464,798
                                                  )
                                                  
                                                  $
                                                  (222,540
                                                  )
                                                  
                                                  $
                                                  (3,736,482
                                                  )Items
      not involving cash:Depreciation
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  552
                                                  
                                                  
                                                  
                                                  1,887Shares
      for consulting services
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  56,085Shares
      for intellectual property
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,500,000Changes
      in non-cash working capital items:Accounts
      receivable
                                                  
                                                  
                                                  (1,069
                                                  )
                                                  
                                                  
                                                  620
                                                  
                                                  
                                                  
                                                  (1,391
                                                  )Accounts
      payable
                                                  
                                                  
                                                  (1,833
                                                  )
                                                  
                                                  
                                                  27,258
                                                  
                                                  
                                                  
                                                  45,798Accrued
      liabilities
                                                  
                                                  
                                                  (32,605
                                                  )
                                                  
                                                  
                                                  (16,806
                                                  )
                                                  
                                                  
                                                  (5,821
                                                  )Amounts
      owing pursuant to agreement  for acquisition of Delta Music
      Limited
                                                  
                                                  
                                                  199,540
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  199,540Net
      cash flows used in operations
                                                  
                                                  
                                                  (250,765
                                                  )
                                                  
                                                  
                                                  (210,916
                                                  )
                                                  
                                                  
                                                  (940,384
                                                  )InvestingCash
      acquired on purchase –
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  130,626Playbox
      Media LimitedAcquisition
      of property and equipment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (1,887
                                                  )Net
      cash flows from investing activities
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  128,739FinancingDue
      to Boyd Holdings Inc.
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  32,170Amounts
      due to related parties
                                                  
                                                  
                                                  124,400
                                                  
                                                  
                                                  
                                                  101,145
                                                  
                                                  
                                                  
                                                  325,631Loan
      from related party
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  159,064Loan
      payable
                                                  
                                                  
                                                  (18,100
                                                  )
                                                  
                                                  
                                                  14,100
                                                  
                                                  
                                                  
                                                  -Convertible
      promissory note issuance
                                                  
                                                  
                                                  20,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  20,000Share
      issuances for cash
                                                  
                                                  
                                                  131,975
                                                  
                                                  
                                                  
                                                  80,000
                                                  
                                                  
                                                  
                                                  300,368Net
      cash flows from financing activities
                                                  
                                                  
                                                  258,275
                                                  
                                                  
                                                  
                                                  195,245
                                                  
                                                  
                                                  
                                                  837,233Effect
      of exchange rate changes
                                                  
                                                  
                                                  224
                                                  
                                                  
                                                  
                                                  (4,875
                                                  )
                                                  
                                                  
                                                  (11,943
                                                  )Change
      in Cash
                                                  
                                                  
                                                  7,734
                                                  
                                                  
                                                  
                                                  (20,546
                                                  )
                                                  
                                                  
                                                  13,643Cash
      - Beginning
                                                  
                                                  
                                                  5,909
                                                  
                                                  
                                                  
                                                  26,433
                                                  
                                                  
                                                  
                                                  -Cash
      - Ending
                                                  
                                                  $
                                                  13,643
                                                  
                                                  
                                                  $
                                                  5,887
                                                  
                                                  
                                                  $
                                                  13,643Supplemental
      Cash Flow InformationCash
      paid for:Income
      Taxes
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Interest
      Paid
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -The
      accompanying notes are an integral part of these consolidated financials
      statements.
  
 Table of Contents
 7
 
 Playbox
      (US) Inc.(Formerly
      Boyd Holdings Inc.)(A
      Development Stage Company)Notes
      to Consolidated Financial StatementsJune
      30, 2008US
      Funds(Restated)
  1.
Basis of Presentation
  Organization
  Playbox
(US) Inc. (the “Company” or "Boyd") was incorporated on April 1, 2005 under the
laws of the State of Nevada, under the name of Boyd Holdings Inc. On April 12,
2006, the Company changed its name to Playbox (US) Inc.
  By letter
of intent dated April 18, 2005 and a Share Exchange Agreement ("Agreement")
dated May 23, 2005 and as amended June 30, 2005 with PlayBOX MEDIA LIMITED
("PlayBOX"), a United Kingdom corporation, wherein Boyd agreed to issue to the
shareholders of Playbox 12,000,000 Boyd shares in exchange for the 2,085,000
shares that constituted all the issued and outstanding shares of Playbox. On
March 24, 2006, Playbox completed the reverse acquisition (“RTO”) under the
Agreement with Boyd. Immediately before the date of the RTO, Boyd had
100,000,000 common shares authorized and 5,705,139 shares of common stock issued
and outstanding. Pursuant to the RTO, all of the 2,085,000 issued and
outstanding shares of common stock of Playbox were exchanged for 12,000,000 Boyd
shares on an approximate 5.755 to 1 basis.
  PlayBOX
was incorporated on August 21, 2003 and is a technology and marketing company,
headquartered in London, England. The accompanying financial statements are the
historical financial statements of PlayBOX.
  The major
asset of Playbox is the worldwide license (the “License”) to exploit software
that provides an integrated music interface and music collection manager running
on Windows, Linux and Macintosh operating systems. This software is currently
being marketed to both the end-user music listener and to record industry
companies to enable such companies to embed this software into their websites in
order to provide seamless access to on-line music for sale. The software has
also been developed to enable the end-user to control their music collection
being managed by the Playbox software wirelessly from commonly used devices such
as the listeners’ music system or cell phone and to be able to synchronize their
music cross-platform with portable music players (iPod, MP3 player, or
PDA).
  Unaudited Interim
Consolidated Financial Statements
 
 The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principals for interim financial information and with the instructions to Form
10-QSB of Regulation S-B.  They do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.  However, except as disclosed herein, there have
been no material changes in the information disclosed in the notes to the
consolidated financial statements for the year ended September 30, 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 nine
months ended June 30, 2008 are not necessarily indicative of the results that
may be expected for the year ending September 30, 2008
 
 2.
              Restatement
      of Previously Issued Financial StatementsThe
      Company has restated its balance sheet as of June 30, 2008, and the
      related statements of operations, stockholders’ equity, and cash
      flows.  The Company had not accounted for a liability which
      resulted from a Share Purchase Agreement entered into on March 28, 2008 (a
      more detailed explanation of this transaction is provided in Note
      6).
                
                The
      effects of the restatement are as follows:
                
                ·Amendment
      to the Balance Sheet to increase current liabilities by USD
      199,540
                ·Amendment
      to the Income Statement to increase expenses for “Development Fees” by USD
      199,540
                ·Amendment
      to the Statement of Cash Flows to reflect the above
  changes
    Table of Contents
 8
 3.
              Significant
      Accounting PoliciesThe
      following is a summary of significant accounting policies used in the
      preparation of these financial statements.a)
              Basis
      of ConsolidationThese
      consolidated financial statements include the accounts of PlayBOX MEDIA
      LIMITED since its incorporation on August 21, 2003 and Playbox (US) Inc.
      since the reverse acquisition on March 24, 2006. All intercompany balances
      and transactions have been eliminated.b)
              Use
      of EstimatesThe
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make certain estimates and assumptions that affect the
      reported amounts and timing of revenues and expenses, the reported amounts
      and classification of assets and liabilities, and disclosure of contingent
      assets and liabilities. These estimates and assumptions are based on the
      Company’s historical results as well as management’s future expectations.
      The Company’s actual results could vary materially from management’s
      estimates and assumptions.c)
              Development
      Stage CompanyThe
      Company is a development stage company as defined by SFAS No. 7. The
      Company is devoting substantially all of its present efforts to establish
      a new business. All losses accumulated since inception have been
      considered as part of the Company’s development stage
      activities.d)
              Cash
      and Cash EquivalentsCash
      equivalents consist of highly liquid instruments purchased with an initial
      maturity of three months or less.e)
              Revenue
      RecognitionRevenues
      are recognized when all of the following criteria have been met under SAB
      No. 104, “Revenue
      Recognition in Financial Statements”: persuasive evidence of an
      agreement exists; delivery has occurred or services have been rendered;
      the fee is fixed or determinable; and collectibility is reasonably
      assured.Revenue
      arises from the following sources: creation of web-based music interfaces;
      provision of hosting and bandwidth services; and revenue share
      services.Revenues
      from the creation of web-based music interfaces come from set-up fees
      based on the number of tracks to be uploaded and the number of hours of
      development time to complete the interface and are recognized when all of
      the following SAB No. 104 criteria are met: a web-based interface
      development agreement is signed with an estimate of the total cost based
      on agreed upon specifications. Revenue from the development of web-based
      interfaces is recognized in accordance with the completed performance
      method. Under this method, revenue is recognized at the completion of the
      web-based interface as the service transaction taken as a whole can be
      deemed to have taken place on completion of the development.
      Collectability is reasonably assured as the Company receives the agreed
      set-up fee prior to allowing access to the web- based
      interface.Revenues
      from the provision of hosting and bandwidth services come from a one time
      hosting set-up fee and monthly fees based on disk space and bandwidth to
      be provided and are recognized when all of the following SAB No. 104
      criteria are met: a website hosting agreement is signed with an initial
      term of six months and from month to month thereafter until terminated by
      either party. Each agreement has a hosting price structure where prices
      can be determined.Revenue
      from the one time set-up fee is deferred and recognized over the initial
      term of six months and revenue received from monthly fees is recognized at
      the end of the month, when hosting services, server bandwidth and customer
      support was made available to the client for the month. Collectability is
      reasonably assured as the Company receives a one time set-up fee prior to
      the provision of the services. Monthly fees are received in advance of
      each month, which is recorded as deferred revenue, and are recognized when
      the monthly service is rendered.Revenues
      from the revenue share services element come from a set revenue share
      percentage of music download purchases, as set out in each customer’s
      agreement and are recognized when all of the following SAB No. 104
      criteria are met: a distributor agreement is signed with initial and
      renewal terms determined on a case-by-case basis. Revenue is recognized
      when the minimum revenue share threshold of British Pounds Sterling
      (“GBP”) 100, every payment period, is achieved. If the revenue share is
      less than GBP 100, payments shall be carried over to the next due payment
      date. Collectability is reasonably assured as the Company collects its
      revenue share directly from the secure online payment system which it
      utilizes prior to transferring net revenues to the
    customer.
    Table of Contents
 9
 f)
              Foreign
      Currency TranslationsThe
      Company’s functional currency is GBP. The Company’s reporting currency is
      the U.S. dollar. All transactions initiated in other currencies are
      re-measured into the functional currency as follows:i)
              Monetary
      assets and liabilities at the rate of exchange in effect at the balance
      sheet date,ii)
              Non-monetary
      assets and liabilities, and equity at historical rates,
  andiii)
              Revenue
      and expense items at the prevailing rate on the date of the
      transaction.Gains
      and losses on re-measurement are included in determining net income for
      the periodTranslation
      of balances from the functional currency into the reporting currency is
      conducted as follows:ii)
              Assets
      and liabilities at the rate of exchange in effect at the balance sheet
      date,ii)
              Equity
      at historical rates, andiii)
              Revenue
      and expense items at the prevailing on the date of the
      transaction.Translation
      adjustments resulting from translation of balances from functional to
      reporting currency are accumulated as a separate component of
      shareholders’ equity as a component of comprehensive income or loss. Upon
      sale or liquidation of the net investment in the foreign entity the amount
      deferred will be recognized in income.g)
              Income
      TaxesIncome
      taxes are accounted for using the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying
      amounts of assets and liabilities and their respective tax bases and
      operating loss and tax credit carryforwards. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income in the period
      that includes the enactment date. A valuation allowance is provided for
      deferred tax assets when it is more likely than not that such assets will
      not be recovered.h)
              Fair
      Value of Financial InstrumentsThe
      Company’s financial instruments consist of cash, accounts receivable,
      accounts payable, accrued liabilities and amounts due to related parties.
      Unless otherwise noted, it is management’s opinion that this Company is
      not exposed to significant interest or credit risks arising from these
      financial instruments. The fair value of these financial instruments
      approximate their carrying values, unless otherwise
  noted.i)
              Segment
      ReportingSFAS
      No. 131, "Disclosures
      about Segments of an Enterprise and Related Information,” changed
      the way public companies report information about segments of their
      business in their quarterly reports issued to stockholders. It also
      requires entity-wide disclosures about the products and services an entity
      provides, the material countries in which it holds assets and reports
      revenues and its major customers. The Company currently operates in two
      segments, Western Europe and United States.j)
              Stock-Based
      CompensationEffective
      January 1, 2006, the Company adopted the provisions of Statement of
      Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”,
      which establishes accounting for equity instruments exchanged for employee
      services. Under the provisions of SFAS 123(R), stock-based compensation
      cost is measured at the grant date, based on the calculated fair value of
      the award, and is recognized as an expense over the employees’ requisite
      service period (generally the vesting period of the equity grant). Before
      January 1, 2006, the Company accounted for stock-based compensation to
      employees in accordance with Accounting Principles Board Opinion No. 25,
      “Accounting for Stock Issued to Employees,” and complied with the
      disclosure requirements of SFAS No. 123, “Accounting for Stock-Based
      Compensation”.The
      Company adopted FAS 123(R) using the modified prospective method, which
      requires the Company to record compensation expense over the vesting
      period for all awards granted after the date of adoption, and for the
      unvested portion of previously granted awards that remain outstanding at
      the date of adoption. As the Company had no invested stock options
      outstanding on the adoption date the financial statements for the periods
      prior to January 1, 2006 have not been restated to reflect the fair value
      method of expensing share-based compensation. Adoption of SFAS No. 123(R)
      does not change the way the Company accounts for share-based payments to
      non-employees, with guidance provided by SFAS 123 (as originally issued)
      and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services”.k)
              Comprehensive
      IncomeSFAS
      No. 130, "Reporting
      Comprehensive Income,"establishes standards for reporting and
      display of comprehensive income and its components in a full set of
      general-purpose financial
statements.
    Table of Contents
 10
 l)
              Loss
      per ShareThe
      Company computes net loss per share in accordance with SFAS No. 128,
      “Earnings per
      Share”, which requires presentation of both basic and diluted loss
      per share (“LPS”) on the face of the statement of operations. Basic LPS is
      computed by dividing the net loss available to common shareholders by the
      weighted average number of outstanding common shares during the period.
      Diluted LPS gives effect to all potentially dilutive common shares
      outstanding including convertible debt, stock options and share purchase
      warrants, using the treasury stock method. The computation of diluted LPS
      does not assume conversion, exercise or contingent exercise of securities
      that would have an anti-dilutive effect on LPS. The diluted LPS equals the
      basic LPS since the potentially dilutive securities are
      anti-dilutive.m)
              Recently
      Adopted Accounting StandardsIn
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to
      establish accounting and reporting standards for the non-controlling
      (minority) interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a non-controlling interest in a subsidiary
      is an ownership interest in the consolidated entity that should be
      reported as equity in the consolidated financial statements. The Company
      has not yet determined the impact, if any, that SFAS No. 160 will have on
      its consolidated financial statements. SFAS No. 160 is effective for the
      Company’s fiscal year beginning October 1, 2009.In
      December 2007, the FASB issued SFAS 141R, Business Combinations.
      SFAS 141R replaces SFAS 141. The statement retains the purchase method of
      accounting for acquisitions, but requires a number of changes, including
      changes in the way assets and liabilities are recognized in the purchase
      accounting. It changes the recognition of assets acquired and liabilities
      assumed arising from contingencies, requires the capitalization of
      in-process research and development at fair value, and requires the
      expensing of acquisition-related costs as incurred. The statement will
      apply prospectively to business combinations occurring in the Comapnys
      fiscal year beginning October 1, 2009. We are evaluating the impact
      adopting SFAS 141R will have on our financial
  statements.4.
              Intellectual
      PropertyOn
      March 31, 2006 the Company acquired from its majority stockholder, the
      PlayBOX Technology by issuing 10,000,000 common shares. The PlayBOX
      Technology is an integrated music interface and music collection manager
      running on Windows, Linux and Macintosh operating systems. The acquisition
      is a related party transaction. The value assigned was $2,500,000, being
      equal to the most recent share transaction of the Company of $0.25 per
      share. This amount was written-off as the Company determined the PlayBOX
      Technology was impaired in accordance with paragraph 34 of SOP 98-1 and
      FASB 144, “Accounting
      for the Impairment or Disposal of Long-Lived
    Assets.”
 
 
 Table of Contents
 11
 5.
              Related
      Party Balances and Transactionsa)
              The
      amounts due and/or accrued to related parties of $209,060 for the nine
      months ended June 30, 2008 are non-interest bearing, unsecured and due on
      demand. Included in due to related parties are amounts owing to a
      corporate shareholder, two separate companies with directors in common
      with a corporate shareholder, and to a company with an officer in common
      with a corporate shareholder.b)
              During
      the nine months ended June 30, 2008, the Company has accrued $9,013 for
      rent to a company with directors in common with a corporate shareholder of
      the Company.c)
              By
      Agreement dated December 14, 2007, the Company entered into an Executive
      Employment Agreement with Mr. Henry C. Maloney with respect to the
      appointment of Mr. Maloney as an executive officer of the
      Company.  The annual salary for Mr. Maloney’s services is
      $99,865 (GBP50,000).  As of June 30, 2008, $54,042 (GBP27,083)
      has been accrued.The
      above transactions, occurring in the normal course of operations, are
      measured at the exchange amount, which is the amount of consideration
      established, and agreed to by the related parties.6.
              Amounts
      Payable Pursuant to Agreement for Acquisition of Delta Music
      LimitedOn
      March 28, 2008, the Company entered into a Share Purchase Agreement (the
      “Agreement”) for the proposed acquisition of UK based Delta Music Limited
      (“Delta Music”).  The acquisition never completed.
                
                However,
      under the terms of the Agreement, the Company agreed to pay GBP 100,000
      (USD 199,540 as of June 30, 2008) to the attorneys of the Sellers to fund
      certain expenses to be incurred by the Sellers and Delta Music in
      connection with the acquisition regardless of whether or not the
      acquisition completed.
                
                As
      of June 30, 2008, this amount has not been
paid.
 
 7.
              Capital
      StockThe
      Company’s capitalization is 100,000,000 common shares with a par value of
      $0.001 per share and 5,000,000 preferred shares with a par value of
      $0.001.a)
              On
      April 21, 2008, the Company received $100,000 (GBP 49,192), from an
      unrelated party, for 2,000,000 common shares at $0.05 per share. As of
      July 24, 2008, the shares had not been issued.b)
              On
      May 8, 2008, the Company issued 538,154 common shares at $0.06 per share
      in full settlement of  a $31,975 loan and accrued interest with
      Karada Ltd., an unrelated third party.c)
              On
      May 8, 2008, the Company issued 80,000 common shares at $0.25 per share in
      full settlement of the $20,000 convertible debenture with The Capai
      Trust.d)
              On
      May 29, 2006, the Company issued 200,000 common shares in fulfillment of a
      Consulting agreement dated November 5, 2007 with Westport Strategic
      Partners Inc.8.
              Going
      ConcernThe
      accompanying consolidated financial statements have been prepared assuming
      that the Company will continue as a going concern, which contemplates,
      among other things, the realization of assets and satisfaction of
      liabilities in the normal course of business. As at June 30, 2008, the
      Company has an accumulated deficit of $3,736,482 and has incurred an
      accumulated operating cash flow deficit of $940,384 since incorporation.
      The Company intends to continue funding operations through equity
      financing arrangements, which may be insufficient to fund its capital
      expenditures, working capital and other cash requirements for the next
      fiscal year.
                Thereafter,
      the Company will be required to seek additional funds, either through
      equity financing, to finance its long-term operations. The successful
      outcome of future activities cannot be determined at this time, and there
      is no assurance that, if achieved, the Company will have sufficient funds
      to execute its intended business plan or generate positive operating
      results. In response to these conditions, management intends to raise
      additional funds through future private placement offerings.
                These
      factors, among others, raise substantial doubt about the Company's ability
      to continue as a going concern. The accompanying consolidated financial
      statements do not include any adjustments that might result from the
      outcome of this uncertainty.9.
              Subsequent
      EventOn
      July 2, 2008, the “Company” received notice of termination of the Share
      Purchase Agreement entered into by and between the Company and Laurence
      Adams and Jacqueline for the proposed acquisition of U.K based Delta Music
      Limited, a United Kingdom company. The terms of the Share Purchase
      Agreement allowed either party to terminate if the acquisition
      contemplated thereunder had not occurred prior to June 30,
      2008.
  Table of Contents
 12
 Item
      2.
              Management’s
      Discussion and Analysis
  The
following discussion of our financial condition, changes in financial condition
and results of operations for the nine month period ended June 30, 2008 should
be read in conjunction with our unaudited consolidated interim financial
statements and related notes for the nine month period ended June 30,
2008.
  Overview
of Our Business
  PlayBOX
(US) Inc. (“we” or the “Company”) was incorporated on April 1, 2005 as Boyd
Holdings Inc. under the laws of the State of Nevada. We operate through our
wholly-owned subsidiary, PlayBOX Media Limited (“PlayBOX UK”). We changed our
name to “PlayBOX (US) Inc.” effective April 12, 2006 to reflect our acquisition
of PlayBOX UK and its business. PlayBOX UK was incorporated on August 21, 2003
under the laws of the United Kingdom.
  We are
the owner of an online music hosting and downloading application targeted at
unsigned music acts and small- to medium-sized record labels enabling them to
establish their own music downloading or hosting services. The application is
offered with a number of supplemental services such as hosting, streaming,
e-commerce and digital rights management (DRM) using the latest MP3 and Windows
Multimedia technology. We pool these services together to offer our clients a
cost-effective and professional platform on which to sell and promote their
music products.
  Our
PlayBOX online music application consists of four dynamic interfaces, namely
White Label, Aggregator, Bespoke and Jukebox that provide an interface between
artists and content owners and their listeners via the Internet. The White Label
interface provides artists a way to offer their music for sale to listeners via
the Internet by enabling them to download individual songs either directly from
our website or from the artist’s own website. The Aggregator interface allows
small- to medium-sized record labels with a music catalogue of at least 50
tracks who wish to sell their tracks via an online downloading store with
e-commerce, tracking, reporting and billing functions built in. The interface
can be operated as a stand-alone website, or can be integrated into the client’s
existing website. For our Bespoke interface, we hire independent web designers
to create specialized interfaces for particular clients with unique needs and
requirements quickly and cheaply. Finally, our PlayBOX Jukebox interface
provides music listeners with a unique way to listen to their music and to
manage their music collections visually on their personal computer. The PlayBOX
Jukebox also lets users submit their personal ratings of the music they have
stored on the Jukebox, and the Jukebox can even recommend other music that will
match the user’s taste.
  We have
completed the development of the PlayBOX online music application. However, we
have only commenced the process of commercializing our technology and we have
had very minimal sales to date. While we have achieved initial sales, these
sales cannot be viewed as significant in relation to our operating expenses.
Furthermore, we are presently not earning any revenues. Accordingly, we are in
the early development stage of our business. Further, we will require additional
financing in order to complete commercialization of our PlayBOX online music
application. As a result of our limited financing, our operations during the
past year have been scaled back to reflect our limited financial resources.
Accordingly, we have not advanced our business to the extent that we had planned
during the past year. We have recently brought in a director of business
strategy, Mr. Harry Maloney, to assist us in securing additional clients and
advancing our business operations.
  We have
earned only minimal revenues to date. Our plan of operations, as described
below, is to generate revenues from the sales of one or more of the interfaces
comprising our online music application. Our ability to pursue our plan of
operations has been limited during the past year and will be limited during the
coming year to the extent that we have not had and will not have sufficient
funds with which to pursue our plan of operations.
  Our
principal executive office is located at Suite 3.19, 130 Shaftesbury Avenue,
London, England, W1D 5EU. Our telephone number is +44(0)20 7031 1187 and our fax
number is +44(0)20 7031 1199.
 
 Table of Contents
 13
 Prospective
Acquisition of Delta Leisure Group, Plc.
  On July
2, 2008, Playbox (US), Inc. (the “Company”) received notice of termination of
that certain Share Purchase Agreement entered into by and between the Company
and Laurence Adams and Jacqueline Adams (collectively “Adams”), as reported on
Form 8-K and filed with the Securities and Exchange Commission on April 3, 2008.
The terms of the Share Purchase Agreement allowed either party to terminate if
the acquisition contemplated thereunder had not occurred prior to June 30,
2008.
  Plan
Of Operations
  Our plan
of operations for the next twelve months is to continue to seek out acquisition
partners and to continue 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 $84,000.2.
              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 $64,000:
  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 $40,000 in complying with our
      obligations as a reporting company under the Securities Exchange Act of
      1934. These expenses will consist primarily of professional fees
      relating to the preparation of our financial statements and completing our
      annual report, quarterly report, current report and proxy statement
      filings with the SEC.
 
 Further
more, we expect to incur the following administrative costs of approximately
$200,000 to:
 
 1.
              expand
      our executive management team in order to add a chief financial
      officer;2.
              move
      our principal office to a dedicated serviced office from our current
      shared office premises; and3.
              bring
      our management compensation packages up to date and regularize payments
      under these compensation
arrangements.
  Table of Contents
 14
 We may
also seek to identify additional possible acquisitions in the music and
technology industry. 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 $13,643 and working capital deficit of $611,551 as at June 30, 2008.
Based on our plan of operations outlined above, we anticipate that our planned
expenditures over the next twelve months to be in the amount of approximately
$375,000 which will exceed our cash reserves and working capital. 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 $800,000 in order to carry out
our plan of operations for the next twelve months.
  We
anticipate continuing to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing stockholders. We believe that debt financing
will not be an alternative for funding of our planned activities as we do not
have tangible assets to secure any debt financing.
  We have
not entered into any financing agreements and we cannot provide investors with
any assurance that any financing we obtain will be sufficient to fund our plan
of operations. At this time, all potential investors and all discussions are
taking place outside of the United States. In the absence of such financing, we
may not be able to continue our plan of operations beyond the next few months
and our business plan will fail. If we do not continue to obtain additional
financing, we will be forced to abandon our plan of operations and our business
activities.
  Presentation
of Financial Information
  Effective
March 24, 2006, we acquired 100% of the issued and outstanding shares of PlayBOX
UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal
form, our acquisition of PlayBOX UK has been accounted for as a reverse
acquisition, since the acquisition resulted in the former shareholders of
PlayBOX UK owning the majority of our issued and outstanding shares. Because
Boyd Holdings Inc. (now PlayBOX (US) Inc.) was a newly incorporated company with
nominal net non-monetary assets, the acquisition has been accounted for as an
issuance of stock by PlayBOX UK accompanied by a recapitalization. Under the
rules governing reverse acquisition accounting, the results of operations of
PlayBOX (US) Inc. are included in our consolidated financial statements
effective March 24, 2006. Our date of inception is the date of inception of
PlayBOX UK, being August 21, 2003, and our financial statements are presented
with reference to the date of inception of PlayBOX UK. Financial information
relating to periods prior to March 24, 2006 is that of PlayBOX UK.
  CRITICAL
ACCOUNTING POLICIES
  Development
Stage Company
  We are a
development stage company as defined by Financial Accounting Standards No. 7. We
are presently devoting all of our present efforts to establishing a new
business. All losses accumulated since inception have been considered as part of
our development stage activities.
 
 Revenue
Recognition
  Revenues
are recognized when all of the following criteria have been met under SAB No.
104, “Revenue Recognition in
Financial Statements”: persuasive evidence of an agreement exists;
delivery has occurred or services have been rendered; the fee is fixed or
determinable; and collectability is reasonably assured.
  Table of Contents
 15
 Revenue
arises from the following sources: creation of web-based music interfaces;
provision of hosting and bandwidth services; and revenue share
services.
  Revenues
from the creation of web-based music interfaces come from set-up fees based on
the number of tracks to be uploaded and the number of hours of development time
to complete the interface and are recognized when all of the following SAB No.
104 criteria are met: a web-based interface development agreement is signed with
an estimate of the total cost based on agreed upon specifications. Revenue from
the development of web-based interfaces is recognized in accordance with the
completed performance method. Under this method, revenue is recognized at the
completion of the web-based interface as the service transaction taken as a
whole can be deemed to have taken place on completion of the development.
Collectability is reasonably assured as the Company receives the agreed set-up
fee prior to allowing access to the web-based interface.
  Revenues
from the provision of hosting and bandwidth services come from a one time
hosting set-up fee and monthly fees based on disk space and bandwidth to be
provided and are recognized when all of the following SAB No. 104 criteria are
met: a website hosting agreement is signed with an initial term of six months
and from month to month thereafter until terminated by either party. Each
agreement has a hosting price structure where prices can be
determined.
  Revenue
from the one time set-up fee is deferred and recognized over the initial term of
six months and revenue received from monthly fees is recognized at the end of
the month, when hosting services, server bandwidth and customer support was made
available to the client for the month. Collectability is reasonably assured as
the Company receives a one time set-up fee prior to the provision of the
services. Monthly fees are received in advance of each month, which is recorded
as deferred revenue, and are recognized when the monthly service is
rendered.
  Revenues
from the revenue share services element come from a set revenue share percentage
of music download purchases, as set out in each customer’s agreement and are
recognized when all of the following SAB No. 104 criteria are met: a distributor
agreement is signed with initial and renewal terms determined on a case-by-case
basis. Revenue is recognized when the minimum revenue share threshold of British
Pounds Sterling (“GBP”) 100, every payment period, is achieved. If the revenue
share is less than GBP 100, payments shall be carried over to the next due
payment date. Collectability is reasonably assured as the Company collects its
revenue share directly from the secure online payment system which it utilizes
prior to transferring net revenues to the customer.
  Foreign
Currency Translations
  Our
functional currency is pounds sterling (“£”). Our reporting currency is the U.S.
dollar. All transactions initiated in other currencies are re-measured into the
functional currency as follows:
  i)
              Monetary
      assets and liabilities at the rate of exchange in effect at the balance
      sheet date,ii)
              Non-monetary
      assets and liabilities, and equity at historical rates,
  andiii)
              Revenue
      and expense items at the average rate of exchange prevailing during the
      period.
  Gains and
losses on re-measurement are included in determining net income for the
period.
  Translation
of balances from the functional currency into the reporting currency is
conducted as follows:
  ii)
              Assets
      and liabilities at the rate of exchange in effect at the balance sheet
      date,ii)
              Equity
      at historical rates, andiii)
              Revenue
      and expense items at the average rate of exchange prevailing during the
      period.
  Translation
adjustments resulting from translation of balances from functional to reporting
currency are accumulated as a separate component of shareholders’ equity as a
component of comprehensive income or loss. Upon sale or liquidation of the net
investment in the foreign entity the amount deferred will be recognized in
income.
  Table of Contents
 16
 Results
of Operations – Three and nine months ended June 30, 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.
  CumulativeFromIncorporationFor
      the Three
                                                                                
                                                                                
                                                                                For
      the Three
                                                                                
                                                                                
                                                                                For
      the Nine
                                                                                
                                                                                
                                                                                For
      the Nine
                                                                                
                                                                                
                                                                                August
      21,2003Months
      Ended
                                                                                
                                                                                
                                                                                Months
      Ended
                                                                                
                                                                                
                                                                                Months
      Ended
                                                                                
                                                                                
                                                                                Months
      Ended
                                                                                
                                                                                
                                                                                toJune
      30, 2008
                                                                                
                                                                                
                                                                                June
      30, 2007
                                                                                
                                                                                
                                                                                June
      30, 2008
                                                                                
                                                                                
                                                                                June
      30, 2007
                                                                                
                                                                                
                                                                                June
      30, 2008(Restated)
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (Restated)
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (Restated)Sales
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                149
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                439
                                                                                
                                                                                
                                                                                $
                                                                                1,364Cost
      of Sales
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                777Gross
      Margin
                                                                                
                                                                                
                                                                                0
                                                                                
                                                                                
                                                                                
                                                                                149
                                                                                
                                                                                
                                                                                
                                                                                0
                                                                                
                                                                                
                                                                                
                                                                                439
                                                                                
                                                                                
                                                                                
                                                                                587General
      and Administrative ExpensesAccounting
      and auditing
                                                                                
                                                                                
                                                                                8,485
                                                                                
                                                                                
                                                                                
                                                                                16,217
                                                                                
                                                                                
                                                                                
                                                                                40,571
                                                                                
                                                                                
                                                                                
                                                                                56,267
                                                                                
                                                                                
                                                                                
                                                                                264,807Bank
      charges
                                                                                
                                                                                
                                                                                56
                                                                                
                                                                                
                                                                                
                                                                                51
                                                                                
                                                                                
                                                                                
                                                                                798
                                                                                
                                                                                
                                                                                
                                                                                496
                                                                                
                                                                                
                                                                                
                                                                                2,030Consulting and technical support(Note
      3)
                                                                                
                                                                                
                                                                                3,973
                                                                                
                                                                                
                                                                                
                                                                                30059
                                                                                
                                                                                
                                                                                
                                                                                115,783
                                                                                
                                                                                
                                                                                
                                                                                88,884
                                                                                
                                                                                
                                                                                
                                                                                263,183Depreciation
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                172
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                552
                                                                                
                                                                                
                                                                                
                                                                                1,887Development
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                199,540
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                228,692Filing
      fees
                                                                                
                                                                                
                                                                                1,449
                                                                                
                                                                                
                                                                                
                                                                                57
                                                                                
                                                                                
                                                                                
                                                                                2,969
                                                                                
                                                                                
                                                                                
                                                                                2,532
                                                                                
                                                                                
                                                                                
                                                                                8,226Intellectual
      property
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                2,500,000Investor
      relations
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                18,000
                                                                                
                                                                                
                                                                                
                                                                                18,000Legal
                                                                                
                                                                                
                                                                                5,272
                                                                                
                                                                                
                                                                                
                                                                                6,154
                                                                                
                                                                                
                                                                                
                                                                                30,462
                                                                                
                                                                                
                                                                                
                                                                                24,093
                                                                                
                                                                                
                                                                                
                                                                                120,463Marketing
      and public relations
                                                                                
                                                                                
                                                                                7,513
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                7,513
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                38,838Office
      and miscellaneous
                                                                                
                                                                                
                                                                                3581
                                                                                
                                                                                
                                                                                
                                                                                530
                                                                                
                                                                                
                                                                                
                                                                                4,275
                                                                                
                                                                                
                                                                                
                                                                                4,190
                                                                                
                                                                                
                                                                                
                                                                                18,265Rent
                                                                                
                                                                                
                                                                                2,977
                                                                                
                                                                                
                                                                                
                                                                                2,978
                                                                                
                                                                                
                                                                                
                                                                                9,013
                                                                                
                                                                                
                                                                                
                                                                                8,783
                                                                                
                                                                                
                                                                                
                                                                                47,263Salaries
      and benefits
                                                                                
                                                                                
                                                                                24,702
                                                                                
                                                                                
                                                                                
                                                                                99
                                                                                
                                                                                
                                                                                
                                                                                54,042
                                                                                
                                                                                
                                                                                
                                                                                11,645
                                                                                
                                                                                
                                                                                
                                                                                211,311Transfer
      agent fees
                                                                                
                                                                                
                                                                                1,920
                                                                                
                                                                                
                                                                                
                                                                                50
                                                                                
                                                                                
                                                                                
                                                                                2,050
                                                                                
                                                                                
                                                                                
                                                                                135
                                                                                
                                                                                
                                                                                
                                                                                4,090Travel
      and entertainment
                                                                                
                                                                                
                                                                                474
                                                                                
                                                                                
                                                                                
                                                                                9
                                                                                
                                                                                
                                                                                
                                                                                474
                                                                                
                                                                                
                                                                                
                                                                                865
                                                                                
                                                                                
                                                                                
                                                                                4,03860,402
                                                                                
                                                                                
                                                                                
                                                                                56,376
                                                                                
                                                                                
                                                                                
                                                                                467,491
                                                                                
                                                                                
                                                                                
                                                                                216,442
                                                                                
                                                                                
                                                                                
                                                                                3,731,094(60,402
                                                                                )
                                                                                
                                                                                
                                                                                (56,227
                                                                                )
                                                                                
                                                                                
                                                                                (467,491
                                                                                )
                                                                                
                                                                                
                                                                                (216,003
                                                                                )
                                                                                
                                                                                
                                                                                (3,730,507
                                                                                )Loss
      from OperationsOther
      Income (Expense)Foreign
      exchange (loss) gain
                                                                                
                                                                                
                                                                                (334
                                                                                )
                                                                                
                                                                                
                                                                                (7,138
                                                                                )
                                                                                
                                                                                
                                                                                2,585
                                                                                
                                                                                
                                                                                
                                                                                (6,558
                                                                                )
                                                                                
                                                                                
                                                                                (6,817
                                                                                )Interest
      income (expense)
                                                                                
                                                                                
                                                                                108
                                                                                
                                                                                
                                                                                
                                                                                13
                                                                                
                                                                                
                                                                                
                                                                                108
                                                                                
                                                                                
                                                                                
                                                                                21
                                                                                
                                                                                
                                                                                
                                                                                842Net
      Loss
                                                                                
                                                                                $
                                                                                (60,627
                                                                                )
                                                                                
                                                                                $
                                                                                (63,352
                                                                                )
                                                                                
                                                                                $
                                                                                (464,798
                                                                                )
                                                                                
                                                                                $
                                                                                (222,540
                                                                                )
                                                                                
                                                                                $
                                                                                (3,736,482
                                                                                )Loss
      per Share – Basic and Diluted
                                                                                
                                                                                $
                                                                                0.00
                                                                                
                                                                                
                                                                                $
                                                                                0.00
                                                                                
                                                                                
                                                                                $
                                                                                (0.02
                                                                                )
                                                                                
                                                                                $
                                                                                (0.01
                                                                                )Weighted
      Average Shares Outstanding
                                                                                
                                                                                
                                                                                29,284,483
                                                                                
                                                                                
                                                                                
                                                                                28,225,139
                                                                                
                                                                                
                                                                                
                                                                                28,991,053
                                                                                
                                                                                
                                                                                
                                                                                28,561,476Comprehensive
      LossNet
      Loss
                                                                                
                                                                                
                                                                                (60,627
                                                                                )
                                                                                
                                                                                
                                                                                (63,352
                                                                                )
                                                                                
                                                                                
                                                                                (464,798
                                                                                )
                                                                                
                                                                                
                                                                                (222,540
                                                                                )
                                                                                
                                                                                
                                                                                (3,736,482
                                                                                )Foreign
      currency translation adjustment
                                                                                
                                                                                
                                                                                (1,689
                                                                                )
                                                                                
                                                                                
                                                                                (1,084
                                                                                )
                                                                                
                                                                                
                                                                                224
                                                                                
                                                                                
                                                                                
                                                                                4,875
                                                                                
                                                                                
                                                                                
                                                                                (11,943
                                                                                )(62,316
                                                                                )
                                                                                
                                                                                
                                                                                (64,436
                                                                                )
                                                                                
                                                                                
                                                                                (464,574
                                                                                )
                                                                                
                                                                                
                                                                                (217,665
                                                                                )
                                                                                
                                                                                
                                                                                (3,748,425
                                                                                )
 Table of Contents
 17
 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 sales
continue to be insignificant in terms of our overall operating expenses. We did
not generate any sales during the first nine months of fiscal 2008 compared to
$149 generated during the first nine month period of fiscal 2007. Our sales have
been insignificant in terms of our overall operating expenses. There is no
assurance that we will raise the necessary financing to enable us to resume full
business operations achieve significant revenues.
  We are
presently not earning any revenues and anticipate that we will not earn revenues
until such time as we are able to complete an acquisition, 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 $40,571 during the first nine months of
fiscal 2008 as compared to $56,267 during the first nine months of fiscal 2007.
Our accounting and auditing expenses were $8,485 during the third quarter of
fiscal 2008 as compared to $16,217 during the third 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 $115,783 during the first nine
months of fiscal 2008 as compared to $88,884 during the first nine months of
fiscal 2007. Our consulting and technical support expenses were $3,973 during
the third quarter of fiscal 2008 as compared to $30,059 during the third quarter
of fiscal 2007. Consulting expenses during the third quarter of fiscal 2008 were
attributable to our engaging consultants to assist us in connection with the
Delta Music acquisition transaction and in the process of raising funds to
enable us to complete this acquisition.
  Development
Fees
  Our
development fees were $199,540 during the first nine months of fiscal 2008 as
compared to $nil during the first six months of fiscal 2007. These development
fees were attributable to a commitment to pay GBP 100,000 to fund certain
expenses incurred by the sellers in our acquisition of U.K based Delta Music
Limited (“Delta Music”).
 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 $30,462 during the first nine months of fiscal 2008 as compared to
$24,093 during the first nine months of fiscal 2007. Our legal expenses were
$5,272 during the third quarter of fiscal 2008 as compared to $6,154 during the
third quarter of fiscal 2007.
  Table of Contents
 18
 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
employment agreement dated August 15, 2003 and amended July 20, 2004, the
Company agreed to pay to the Managing Director $38,450 (GBP24,000) per annum
plus 234,785 shares every three months to a maximum of 1,408,720 common shares.
When the Company accepted a take-over offer, the balance of the 1,408,720 shares
were issued. During the nine months ended June 30, 2008, $Nil was paid to the
Managing Director in cash. The Managing Director waived his annual salary for
the nine months ended June 30, 2008.
  Loss
from Operations and Net Loss
  Our loss
from operations increased to $467,491 for the first nine months of fiscal 2008
as compared to $216,003 for the first nine months of fiscal 2007. Our loss from
operations increased to $60,402 for the third quarter of fiscal 2008 as compared
to a loss of $56,277 for the third quarter of fiscal 2007.
  Liquidity
And Capital Resources
  As at
June 30, 2008, we had cash of $13,643 and a working capital deficit of $611,551
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 $375,000, as outlined above under the heading “Plan of
Operations”. We will not be able to complete an 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 $800,000 in order to enable us to sustain our operations
for the next twelve months.
  Cash
used in Operating Activities
  We used
cash of $250,765 in operating activities during the first nine month period of
fiscal 2008 compared to $210,916 during the nine month period of fiscal 2007.
Since inception, we have used cash of $940,384 in operating activities. We have
applied cash generated from financing activities to fund cash used in operating
activities.
  Cash
from Investing Activities
  We did
not use any cash in investing activities during the first nine month period of
fiscal 2008 nor during the first nine month period of fiscal 2007.
  Cash
from Financing Activities
  We
generated cash of $258,275 from financing activities during the first nine month
period of fiscal 2008 compared to cash of $195,245 generated from financing
activities during the first nine 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.
  Table of Contents
 19
 Future
Financings
  We
anticipate continuing to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing shareholders.
  We
believe that debt financing will not be an alternative for funding of our
planned activities because we do not have tangible assets to secure any debt
financing.
  Off-Balance
Sheet Arrangements
  We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.
  Item
      3.
              Quantitative
      and Qualitative Disclosures About Market
Risk
  Not
applicable.
  Item
      4.
              Controls
      and Procedures
  We
maintain "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer/Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
 
 We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer/Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of the end of the period covered by this
report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our
disclosure controls and procedures included a review of the disclosure controls’
and procedures’ objectives, design, implementation and the effect of the
controls and procedures on the information generated for use in this report. In
the course of our evaluation, we sought to identify data errors, control
problems or acts of fraud and to confirm the appropriate corrective actions, if
any, including process improvements, were being undertaken. Our Chief Executive
Officer/Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were ineffective
and not operating at the reasonable assurance level.
 
 Specifically,
we have noted the following material weaknesses and significant deficiencies in
our internal controls over financial reporting and disclosure:
 
 ·
              we
      do not have sufficient segregation of
duties;
 ·
              we
      do not have sufficient documentation for accounting or business
      transactions;
 ·
              we
      have noted material weaknesses in the authorization and posting of general
      ledger transactions, particularly those related to accruing liabilities
      resulting from contractual commitments;
and
 ·
              we
      do not have an Audit Committee;
 
 It is our
responsibility and that of our management to identify any deficiencies in
internal controls over financial reporting. We discovered certain deficiencies
in our internal control over financial reports, which resulted in the
restatement of our balance sheets and our statements of operations at March 31,
2008 and June 30, 2008 to properly reflect an obligation.
 
 As a
result of the restatements of our financial statements, we have determined that
such significant deficiency did rise to the level of a material weakness in our
internal control over financial reporting. The restatement was undertaken to
properly reflect an obligation after further consultation with our independent
auditors.
 
 Moreover,
we have implemented measures as part of our internal controls to determine and
ensure that information required to be disclosed in reports filed under the
exchange Act are recorded, processed, summarized and reported within the time
periods specified in the rules and forms including, but not limited to, the
following: (i) documentation of processes, performing testing and reviewing our
internal control over financial reporting in connection with our assessment
under Section 404 of the Sarbanes-Oxley Act; (ii) evaluation and implementation
of improvements to our accounting and management information systems; and (iii)
development and implementation of a remediation plan to address any perceived
deficiencies identified in our internal control over financial reporting. The
costs of these additional measures did not have a material impact on our future
results or operations liquidity.
 
 Table of Contents
 20
 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 June 30, 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 June 30, 2008.
  Item
      5.
              Other
      Information
  None
  Item
      6.
              Exhibits
  The
following exhibits are included with this Quarterly Report on Form
10-Q:
  ExhibitNumber
                      
                      Description
      of Exhibit31.1(7)
                      
                      Certification of Chief Executive
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2(7)
                      
                      Certification of Chief Financial
      Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1(7)
                      
                      Certification of Chief Executive
      Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
      asadopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002
  Table of Contents
 21
 SIGNATURES
  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  PLAYBOX
      (US) INC.By:
                  /s/
      Gideon JungGideon
      JungChief
      Executive Officer and Chief Financial OfficerDate:
      May 11, 2009
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