---

UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[X] Quarterly Report Under Section 13 or 15(D) of the Securities
  Exchange Act of 1934
  for the quarterly period ended December 31, 2007

[ ] Transition Report Under Section 13 or 15(D) of the Securities
  Exchange Act of 1934
  for the transition period from _____to _____

Commission File Number: 000-52753

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

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

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

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

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

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 28,845,139
shares of common stock as of February 18, 2008.

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

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FORWARD-LOOKING STATEMENTS

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

ii

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|PLAYBOX (US) INC.              
|-------------------------------
|                               
|Quarterly Report On Form 10-QSB
|For The Quarterly Period Ended 
|December 31, 2007              
|                               
|INDEX                          

|PART
      I  FINANCIAL INFORMATION | 1            
|------------------------------------ | -------------
|                                     | Item
      1.
|                                     | Item
      2.
|                                     | Item
      3.
|PART
      II  OTHER INFORMATION    | 11           
|                                     | Item
      1.
|                                     | Item
      2.
|                                     | Item
      3.
|                                     | Item
      4.
|                                     | Item
      5.
|                                     | Item
      6.

iii

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PART I  FINANCIAL INFORMATION

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

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

| |                                                                                                                                                                                                  | Page
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
| |                                                                                                                                                                                                  |     
| | Consolidated
        Balance Sheets as at December 31, 2007 (unaudited) and September 30, 2007
        (audited)                                                                                 | F-1 
| |                                                                                                                                                                                                  |     
| | Consolidated
        Statements of Operations for the three months ended December 31, 2007
        and 2006 and for the period from incorporation (August 21, 2003) to December
        31, 2007 | F-2 
| |                                                                                                                                                                                                  |     
| | Consolidated
        Statements of Cash Flows for the three months ended December 31, 2007
        and 2006 and for the period from incorporation (August 21, 2003) to December
        31, 2007 | F-3 
| |                                                                                                                                                                                                  |     
| | Notes
        to Consolidated Financial Statements                                                                                                                                               | F-4 

- 1 -

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PLAYBOX (US) INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

(Unaudited)

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

---

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

|                                                            |   | December 31, |   |   | September 30, |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------- | -
|                                                            |   | 2007         |   |   | 2007          |  
|ASSETS                                                      |   | (Unaudited)  |   |   | (Audited)     |  
|Current                                                     |   |              |   |   |               |  
|Cash                                                        | $ | 4,277        |   | $ | 5,909         |  
|Accounts receivable                                         |   | 572          |   |   | 322           |  
|                                                            | $ | 4,849        |   | $ | 6,231         |  
|                                                            |   |              |   |   |               |  
|LIABILITIES                                                 |   |              |   |   |               |  
|Current                                                     |   |              |   |   |               |  
|Accounts payable                                            | $ | 138,746      |   | $ | 100,207       |  
|Accrued liabilities                                         |   | 20,114       |   |   | 35,646        |  
|Due to related parties                                      |   | 237,517      |   |   | 201,231       |  
|                                                            |   | 396,377      |   |   | 337,084       |  
|                                                            |   |              |   |   |               |  
|Loan payable                                                |   | 25,810       |   |   | 18,100        |  
|                                                            |   |              |   |   |               |  
|                                                            |   |              |   |   |               |  
|STOCKHOLDERS
      DEFICIENCY                              |   |              |   |   |               |  
|Capital Stock                                               |   |              |   |   |               |  
|Common Stock                                                |   |              |   |   |               |  
|Authorized: 100,000,000 common
      shares with $0.001 par |   |              |   |   |               |  
|value                                                       |   |              |   |   |               |  
|Issued: 28,845,139 (September
      30, 2007  28,845,139)  |   | 28,845       |   |   | 28,845        |  
|Additional paid-in capital                                  |   | 2,906,055    |   |   | 2,906,055     |  
|Preferred Stock                                             |   |              |   |   |               |  
|Authorized: 5,000,000 shares with $0.001 par value          |   |              |   |   |               |  
|Issued: Nil                                                 |   | -            |   |   | -             |  
|                                                            |   |              |   |   |               |  
|Accumulated Comprehensive Loss                              |   | (95          | ) |   | (12,168       | )
|Deficit - Accumulated during the development stage          |   | (3,352,143   | ) |   | (3,271,685    | )
|                                                            |   | (417,338     | ) |   | (348,953      | )
|                                                            | $ | 4,849        |   | $ | 6,231         |  

Contingency(Note 1)Commitments(Note 2)

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

---

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

|                                          |   |               |   |   |               |   |   | From          |  
|----------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                          |   |               |   |   |               |   |   | Incorporation |  
|                                          |   | For the Three |   |   | For the Three |   |   | August 21,    |  
|                                          |   | Months Ended  |   |   | Months Ended  |   |   | 2003 to       |  
|                                          |   | December 31,  |   |   | December 31,  |   |   | December 31,  |  
|                                          |   | 2007          |   |   | 2006          |   |   | 2007          |  
|Sales                                     | $ | -             |   | $ | 144           |   | $ | 1,364         |  
|Cost of Sales                             |   | -             |   |   | -             |   |   | 777           |  
|Gross Margin                              |   | -             |   |   | 144           |   |   | 587           |  
|General and Administrative Expenses       |   |               |   |   |               |   |   |               |  
|Accounting and auditing                   |   | 22,030        |   |   | 29,119        |   |   | 246,266       |  
|Bank charges                              |   | 266           |   |   | 226           |   |   | 1,498         |  
|Consulting and technical support          |   | 31,904        |   |   | -             |   |   | 179,304       |  
|Depreciation                              |   | -             |   |   | 211           |   |   | 1,887         |  
|Development                               |   | -             |   |   | -             |   |   | 29,152        |  
|Filing fees                               |   | -             |   |   | 1,405         |   |   | 5,257         |  
|Intellectual property                     |   | -             |   |   | -             |   |   | 2,500,000     |  
|Investor relations                        |   | -             |   |   | -             |   |   | 18,000        |  
|Legal                                     |   | 17,724        |   |   | 9,878         |   |   | 107,726       |  
|Marketing and public relations            |   | -             |   |   | -             |   |   | 31,325        |  
|Office and miscellaneous                  |   | -             |   |   | 2,820         |   |   | 13,990        |  
|Rent                                      |   | 3,068         |   |   | 2,874         |   |   | 41,318        |  
|Salaries and benefits                     |   | 4,161         |   |   | 37,960        |   |   | 161,430       |  
|Transfer agent fees                       |   | -             |   |   | 847           |   |   | 2,040         |  
|Travel and entertainment                  |   | -             |   |   | 85            |   |   | 3,564         |  
|                                          |   | 79,153        |   |   | 85,425        |   |   | 3,342,757     |  
|                                          |   |               |   |   |               |   |   |               |  
|Loss from Operations                      |   | (79,153       | ) |   | (85,281       | ) |   | (3,342,170    | )
|Other Income (Expense)                    |   |               |   |   |               |   |   |               |  
|Foreign exchange (loss) gain              |   | (1,305        | ) |   | 61            |   |   | (10,707       | )
|Interest income                           |   | -             |   |   | 15            |   |   | 734           |  
|Net Loss                                  | $ | (80,458       | ) | $ | (85,205       | ) | $ | (3,352,143    | )
|                                          |   |               |   |   |               |   |   |               |  
|Loss per Share
       Basic and Diluted  | $ | (0.00         | ) | $ | (0.00         | ) |   |               |  
|                                          |   |               |   |   |               |   |   |               |  
|Weighted Average
      Shares Outstanding |   | 28,845,139    |   |   | 28,525,139    |   |   |               |  
|                                          |   |               |   |   |               |   |   |               |  
|Comprehensive Loss                        |   |               |   |   |               |   |   |               |  
|Net Loss                                  | $ | (80,458       | ) | $ | (85,205       | ) | $ | (3,352,143    | )
|Foreign currency translation adjustment   |   | 12,073        |   |   | (2,920        | ) |   | (95           | )
|Total Comprehensive Loss                  | $ | (68,385       | ) | $ | (88,125       | ) | $ | (3,352,238    | )

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

---

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

|                                           |   |               |   |   |               |   |   | Cumulative    |  
|------------------------------------------ | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                           |   |               |   |   |               |   |   | From          |  
|                                           |   |               |   |   |               |   |   | Incorporation |  
|                                           |   | For the Three |   |   | For the Three |   |   | August 21,    |  
|                                           |   | Months Ended  |   |   | Months Ended  |   |   | 2003 to       |  
|                                           |   | December 31,  |   |   | December 31,  |   |   | December 31,  |  
|                                           |   | 2007          |   |   | 2006          |   |   | 2007          |  
|Operating                                  |   |               |   |   |               |   |   |               |  
|Net Loss                                   | $ | (80,458       | ) | $ | (85,205       | ) | $ | (3,352,143    | )
|Items not involving cash:                  |   |               |   |   |               |   |   |               |  
|Depreciation                               |   | -             |   |   | 211           |   |   | 1,887         |  
|Shares for consulting services             |   | -             |   |   | -             |   |   | 6,085         |  
|Shares for intellectual property           |   | -             |   |   | -             |   |   | 2,500,000     |  
|Changes in non-cash working capital items: |   |               |   |   |               |   |   |               |  
|Accounts receivable                        |   | (250          | ) |   | (638          | ) |   | (572          | )
|Accounts payable                           |   | 38,539        |   |   | (5,909        | ) |   | 86,170        |  
|Accrued liabilities                        |   | (15,532       | ) |   | 23,282        |   |   | 11,252        |  
|Net cash flows used in operations          |   | (57,701       | ) |   | (68,259       | ) |   | (747,321      | )
|                                           |   |               |   |   |               |   |   |               |  
|Investing                                  |   |               |   |   |               |   |   |               |  
|Cash acquired on purchase                 |   |               |   |   |               |   |   |               |  
|Playbox Media Limited                      |   | -             |   |   | -             |   |   | 130,626       |  
|Acquisition of property and equipment      |   | -             |   |   | -             |   |   | (1,887        | )
|Net cash flows from investing activities   |   | -             |   |   | -             |   |   | 128,739       |  
|                                           |   |               |   |   |               |   |   |               |  
|Financing                                  |   |               |   |   |               |   |   |               |  
|Due to Boyd Holdings Inc.                  |   | -             |   |   | 53,189        |   |   | 32,170        |  
|Amounts due to related parties             |   | 36,286        |   |   | -             |   |   | 237,517       |  
|Loan from related party                    |   | -             |   |   | -             |   |   | 159,064       |  
|Loan payable                               |   | 7,710         |   |   | -             |   |   | 25,810        |  
|Share issuances for cash                   |   | -             |   |   | -             |   |   | 168,393       |  
|Net cash flows from financing activities   |   | 43,996        |   |   | 53,189        |   |   | 622,954       |  
|                                           |   |               |   |   |               |   |   |               |  
|Effect of exchange rate changes            |   | 12,073        |   |   | (2,920        | ) |   | (95           | )
|                                           |   |               |   |   |               |   |   |               |  
|Change in Cash                             |   | (1,632        | ) |   | (17,990       | ) |   | 4,277         |  
|Cash - Beginning                           |   | 5,909         |   |   | 26,433        |   |   | -             |  
|Cash - Ending                              | $ | 4,277         |   | $ | 8,443         |   | $ | 4,277         |  
|                                           |   |               |   |   |               |   |   |               |  
|Supplemental Cash Flow Information         |   |               |   |   |               |   |   |               |  
|Cash paid for:                             |   |               |   |   |               |   |   |               |  
|Income Taxes                               | $ | -             |   | $ | -             |   | $ | -             |  
|Interest                                   | $ | -             |   | $ | -             |   | $ | -             |  

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

---

|Playbox (US) Inc.                             
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2007                             
|(Unaudited)                                   

|   |                      
|-- | ---------------------
|1. | Basis of Presentation

Unaudited Interim Consolidated Financial
  Statements

The accompanying unaudited interim consolidated
  financial statements have been prepared in accordance with United States generally
  accepted accounting principals for interim financial information and with the
  instructions to Form 10-QSB of Regulation S-B. They do not include all information
  and footnotes required by generally accepted accounting principles for complete
  financial statements. However, except as disclosed herein, there have been no
  material changes in the information disclosed in the notes to the consolidated
  financial statements for the year ended September 30, 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 three
  months ended December 31, 2007 are not necessarily indicative of the results
  that may be expected for the year ending September 30, 2008.

|   |            
|-- | -----------
|2. | Commitments

By Agreement dated August 1, 2006, the
  Company entered into a one-year Consulting Agreement with a related company
  that has a director in common with a company that had a director in common with
  a corporate shareholder of the Company. The monthly payment for general consulting
  services is $9,362 (GBP 5,000) for a minimum of one year beginning on August
  1, 2006. At December 31, 2007, $169,002 (GBP 85,000) was accrued. This agreement
  automatically renewed on a month-to-month basis with the same terms and conditions.
  At any time, either party may terminate this agreement with one months
  advance written notice.

On November 5, 2007 the Company entered
  into a consulting agreement for a period of one year and thereafter on a month
  to month basis. In terms of the agreement the Company must issue the consultant
  200,000 of its common share which were deemed to be earned at the time the agreement
  was executed. As of February 19, 2008, these shares have not been issued as
  the consultant has not yet commenced work for the Company.

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 December 31, 2007, $4,161 (GBP2,083) has been accrued.

On December 14, 2007 the Company signed
  a letter of intent for the proposed acquisition of 100% of the issued capital
  of U.K based Delta Leisure Group Plc ("Delta"), an established distributor of
  an extensive catalogue of major music CD's, DVD's and video's throughout the
  UK and Europe. Pursuant to the terms of the letter of intent, the Company and
  Delta have agreed that the Company will acquire 100% of the issued capital of
  Delta for a combination of cash and stock. The completion of the transaction
  is subject to, inter alia, completion of satisfactory due diligence by the Company;
  the execution of a formal share purchase agreement; the receipt of all necessary
  approvals; and the completion by the Company of a minimum of $7m of debt or
  equity financing, which funds will be used to pay the cash component of the
  acquisition and provide working capital to allow the Company to execute on its
  business plan. Delta, whose registered office is in Orpington, UK, holds 75%
  of the shares in Delta Music Limited. Delta Music Limited has two subsidiaries:
  Delta Home Entertainment Ltd., and Delta Music Merchandising Ltd.

---

|Playbox (US) Inc.                             
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2007                             
|(Unaudited)                                   

| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of February 19, 2008, the
        acquisition has not closed as the Company has been unable to raise the
        $7m of financing required under the agreement. Should the Company continue
        to be unsuccessful, the letter of intent will be terminated.
| |                                                                                                                                                                                                                                                                    

---

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

The following discussion of our financial condition, changes in
financial condition and results of operations for the three month period ended
December 31, 2007 should be read in conjunction with our unaudited consolidated
interim financial statements and related notes for the three month period ended
December 31, 2007.

Overview of Our Business

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

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

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

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

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

- 2 -

---

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

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

Prospective Acquisition of Delta Leisure Group Plc

We have entered into a letter of intent (the Letter of
Intent) dated December 14, 2007 for the proposed acquisition of 100% of the
issued capital of U.K based Delta Leisure Group Plc ("Delta") an established
distributor of an extensive catalogue of major music CD's, DVD's and video's
throughout the UK and Europe. This Letter of Intent is between the Company and
the shareholders of Delta and summarizes the basis on which the parties are
prepared to negotiate with a view to entering into a binding definitive
agreement for the completion of the acquisition (the Definitive Agreement).
Neither party will be bound to complete the acquisition until such time as the
Definitive Agreement has been negotiated and executed among the parties. The
Letter of Intent does not create any binding contracts, agreements or
obligations other than expressly provided therein.

Pursuant to the terms of the Letter of Intent, it is
contemplated that we will acquire 100% of the issued capital of Delta for a
combination of cash and stock. The completion of the transaction is subject to,
inter alia, completion of satisfactory due diligence by us; the execution of a
formal share purchase agreement; the receipt of all necessary approvals; and the
completion by the us of a minimum of $7m of debt or equity financing, which
funds will be used to pay the cash component of the acquisition and provide
working capital to allow us to execute on our business plan.

Delta, whose registered office is in Orpington, UK, holds 75%
of the shares in Delta Music Limited. Delta Music Limited, has two subsidiaries:
Delta Home Entertainment Ltd., and Delta Music Merchandising Ltd. Since its
inception in 1993, the Delta group of companies (the "Group") has become one of
the most recognized manufacturers and distributors of entertainment products in
the UK with client distribution outlets including Universal, Asda, Tesco, Aldi,
Sit-Up TV, TK Maxx, Toys-R-Us and Sainsbury's. In addition, Delta Music Limited
was an early mover in the growing on-line digital download industry.

We have entered into negotiations regarding the form of the
Definitive Agreement, however the Definitive Agreement has neither been
finalized nor executed to date. Accordingly, there is no assurance that any
definitive acquisition agreement will be entered into. Further, there is no
assurance that we will be able to raise the financing necessary to enable it to
complete the acquisition, even if a definitive acquisition agreement is entered
into.

Plan Of Operations

Our plan of operations is to commercialize and generate
revenues from our PlayBOX online music application. We have targeted unsigned
music acts and small- to medium-sized record labels as the potential customer
base for the PlayBOX music application. The PlayBOX music application is able to
provide artists and content owners with a range of services which incorporate
the latest MP3 and Windows Multimedia music formats. We also offer a number of
services to supplement these interfaces such as hosting, streaming, e-commerce
and digital rights management (DRM). We pool these services together to offer
potential customers a cost-effective and professional platform on which to sell
and promote their music products.

- 3 -

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

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

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

We had cash of $4,277 and working capital deficit of $391,528
as at December 31, 2007. We anticipate that our planned expenditures over the
next twelve months in the amount of $175,000 will exceed our cash reserves and
working capital. As a result, we anticipate that our cash and working capital
will not be sufficient to enable us to undertake our plan of operations over the
next twelve months without our obtaining additional financing. We anticipate
based on our current cash and working capital deficit and our planned expenses
that we will not be able to fund our operations beyond the next few months
without additional financing. We anticipate that we will require financing in
the amount of approximately $560,000 in order to carry out our plan of
operations for the next twelve months.

We note that our plan of operations does not include any funds
that we may expend in concluding any acquisition of Delta Music. As noted, we
have not entered into any definitive agreement for this acquisition and there is
no assurance that any such agreement will be concluded.

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

- 4 -

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

Presentation Of Financial Information

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

CRITICAL ACCOUNTING POLICIES

Development Stage Company

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

Revenue Recognition

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

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

Revenues from the creation of web-based music interfaces come
from set-up fees based on the number of tracks to be uploaded and the number of
hours of development time to complete the interface and are recognized when all
of the following SAB No. 104 criteria are met: a web-based interface development
agreement is signed with an estimate of the total cost based on agreed upon
specifications. Revenue from the development of web-based interfaces is
recognized in accordance with the completed performance method. Under this
method, revenue is recognized at the completion of the web-based interface as
the service transaction taken as a whole can be deemed to have taken place on
completion of the development. Collectability is reasonably assured as the
Company receives the agreed set-up fee prior to allowing access to the web-based
interface.

Revenues from the provision of hosting and bandwidth services
come from a one time hosting set-up fee and monthly fees based on disk space and
bandwidth to be provided and are recognized when all of the following SAB No.
104 criteria are met: a website hosting agreement is signed with an initial term
of six

- 5 -

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

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

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

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

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

Results Of Operations  Three months ended December 31, 2007
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.

- 6 -

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|                                    |   |               |   |   |               |   |   | Cumulative    |  
|----------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                    |   |               |   |   |               |   |   | From          |  
|                                    |   |               |   |   |               |   |   | Incorporation |  
|                                    |   | For the Three |   |   | For the Three |   |   | August 21,    |  
|                                    |   | Months Ended  |   |   | Months Ended  |   |   | 2003 to       |  
|                                    |   | December 31,  |   |   | December 31,  |   |   | December 31,  |  
|                                    |   | 2007          |   |   | 2006          |   |   | 2007          |  
|Sales                               | $ | -             |   | $ | 144           |   | $ | 1,364         |  
|Cost of
      Sales                 |   | -             |   |   | -             |   |   | 777           |  
|Gross Margin                        |   | -             |   |   | 144           |   |   | 587           |  
|General and Administrative Expenses |   |               |   |   |               |   |   |               |  
|Accounting and auditing             |   | 22,030        |   |   | 29,119        |   |   | 246,266       |  
|Bank charges                        |   | 266           |   |   | 226           |   |   | 1,498         |  
|Consulting and technical support    |   | 31,904        |   |   | -             |   |   | 179,304       |  
|Depreciation                        |   | -             |   |   | 211           |   |   | 1,887         |  
|Development                         |   | -             |   |   | -             |   |   | 29,152        |  
|Filing fees                         |   | -             |   |   | 1,405         |   |   | 5,257         |  
|Intellectual property               |   | -             |   |   | -             |   |   | 2,500,000     |  
|Investor relations                  |   | -             |   |   | -             |   |   | 18,000        |  
|Legal                               |   | 17,724        |   |   | 9,878         |   |   | 107,726       |  
|Marketing and public relations      |   | -             |   |   | -             |   |   | 31,325        |  
|Office and miscellaneous            |   | -             |   |   | 2,820         |   |   | 13,990        |  
|Rent                                |   | 3,068         |   |   | 2,874         |   |   | 41,318        |  
|Salaries and benefits               |   | 4,161         |   |   | 37,960        |   |   | 161,430       |  
|Transfer agent fees                 |   | -             |   |   | 847           |   |   | 2,040         |  
|Travel and entertainment            |   | -             |   |   | 85            |   |   | 3,564         |  
|                                    |   | 79,153        |   |   | 85,425        |   |   | 3,342,757     |  
|                                    |   |               |   |   |               |   |   |               |  
|Loss from Operations                |   | (79,153       | ) |   | (85,281       | ) |   | (3,342,170    | )
|Other Income (Expense)              |   |               |   |   |               |   |   |               |  
|Foreign exchange (loss) gain        |   | (1,305        | ) |   | 61            |   |   | (10,707       | )
|Interest income                     |   | -             |   |   | 15            |   |   | 734           |  
|Net Loss                            | $ | (80,458       | ) | $ | (85,205       | ) | $ | (3,352,143    | )

Revenue

We achieved our initial sales from the PlayBOX online music
application in fiscal 2005. We achieved further initial sales in fiscal 2006 and
2007. Our initial sales were attributable to sales of web hosting services that
we provide to The Little Bazaar, which is our initial and only current paying
customer. Our sales continue to be insignificant in terms of our overall
operating expenses. We did not generate any sales during the first three month
period of fiscal 2008 compared to $144 generated during the first three month
period of fiscal 2007. Our sales continue to be 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.

Accounting and Auditing

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

- 7 -

---

Our accounting and auditing expenses were $22,030 during the
first three month period of fiscal 2008 as compared to $29,119 during the first
three month period 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 increased to
$31,904 during the first three month period of fiscal 2008 compared to $Nil
during the first three month period of fiscal 2007.

Intellectual Property

We did not incur any expenses on any intellectual property
during the first three month period of fiscal 2008 nor during fiscal 2007. We
determined in fiscal 2006 that the carrying amount of the PlayBOX intellectual
property was not recoverable and impaired in accordance with paragraph 34 of SOP
98-1 and FASB 144. As a result, we wrote-off in fiscal 2006 the cost to us of
$2,500,000 when we acquired the PlayBOX intellectual property on March 31, 2006.

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 increased significantly to $17,724 during the
first three month period of fiscal 2008 from $9,878 during the first three month
period of fiscal 2007 as a result of legal expenses incurred in connection with
our proposed acquisition of Delta Music.

Office and Miscellaneous

Office expenses are comprised of general office and
administrative expenses not covered under our agreement with Azuracle. These
expenses decreased to $Nil during the first three month period of fiscal 2008 as
compared to $2,820 during the first three month period of fiscal 2007.

Rent

Rent expense was attributable to amounts paid on account of our
rent of shared office premises in London, England. We originally paid these
amounts to Outlander Management until we replaced our agreement with Outlander
Management with our agreement with Azuracle on July 1, 2005. Our rent expense
increased slightly to $3,068 during the first three month period of fiscal 2008
as compared to $2,874 during the first three month period of fiscal 2007. The
minor increase resulted from a decrease in the foreign exchange rate of the U.S.
dollar in terms of the Great Britain pound.

Salaries and Wages

Salaries and benefits are primarily comprised of salary paid to
Robert Burden, our President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and a director. Our salaries and benefits decreased to
$4,161 during the first three month period of fiscal 2008 as compared to $37,960
during the first three month period of fiscal 2007 because Mr. Burden agreed to
lower his monthly salary effective July 1, 2006.

- 8 -

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Loss from Operations and Net Loss

Our loss from operations decreased to $80,458 during the first
three month period of fiscal 2008 as compared to $85,205 during the first three
month period of fiscal 2007 and a net loss of $3,352,143 from inception to
December 31, 2007.

Liquidity And Capital Resources

As at December 31, 2007, we had cash of $4,277 and a working
capital deficit of $391,528 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 $175,000, as outlined above under the heading Plan
of Operations. We anticipate that our cash and working capital will not be
sufficient to enable us to undertake our plan of operations over the next twelve
months without our obtaining additional financing. We presently require
immediate financing in order that we have the cash necessary for us to continue
our operations. In view of our working capital deficit, we anticipate that we
will require additional financing in the approximate amount of $560,000 in order
to enable us to sustain our operations for the next twelve months. We note that
this amount does not include any funds that we may expend in concluding any
acquisition of Delta Music.

Cash used in Operating Activities

We used cash of $57,701 in operating activities during the
first three month period of fiscal 2008 compared to $68,259 during the first
three month period of fiscal 2007. Since inception, we have used cash of
$747,321 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 three month period of fiscal 2008 nor during the first three month period
of fiscal 2007. We acquired cash of $130,626 during fiscal 2006 as a result of
our acquisition of PlayBOX UK.

Cash from Financing Activities

We generated cash of $43,996 from financing activities during
the first three month period of fiscal 2008 compared to cash of $53,189
generated from financing activities during the first three month period of
fiscal 2007.

Going Concern

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

Future Financings

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

- 9 -

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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. | Controls and Procedures
|------- | -----------------------

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of
December 31, 2007, being the date of our most recently completed quarter. This
evaluation was carried out under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer, Mr. Robert Burden.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the rules and forms of the
SEC.

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

During the fiscal quarter ended December 31, 2007, there were
no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended December 31, 2007.

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

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

- 10 -

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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 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
December 31, 2007.

|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 December 31, 2007.

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

None

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

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

|Exhibit |                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                        
|3.1(1)  | Articles of Incorporation                                                                                                                                                                     
|3.2(1)  | Certificate of Amendment to Articles of Incorporation                                                                                                                                         
|3.3(1)  | By-Laws                                                                                                                                                                                       
|10.1(1) | Agency Exploitation Agreement dated March 30, 2004 among
      PlayBOX UK, HBI Sales Private Limited, Zacan Holdings Proprietary Limited,
      ICT/Europetec Limited and MIR Technologies LLC
|10.2(1) | Letter Agreement between PlayBOX UK and Robert Burden
      regarding appointment of Robert Burden as Managing Director of PlayBOX UK
      dated effective April 13, 2004                    
|10.3(1) | Employment Agreement between PlayBOX UK and Robert Burden
      dated effective May 1, 2004                                                                                                   
|10.4(1) | Service Agreement dated August 4, 2004 between PlayBOX UK
      and Outlander Management                                                                                                      
|10.5(1) | Loan Agreement dated October 4, 2004 between PlayBOX UK
      and PlayBOX Inc.                                                                                                                
|10.6(1) | Debenture Agreement dated October 4, 2004 between PlayBOX
      UK and PlayBOX Inc. evidencing the indebtedness of PlayBOX UK under the
      Loan Agreement                                  
|10.7(1) | Debt Settlement Agreement dated April 28, 2005 between
      PlayBOX UK and PlayBOX Inc.                                                                                                      

- 11 -

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|Exhibit  |                                                                                                                                                                                                               
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   | Description of Exhibit                                                                                                                                                                                        
|10.8(1)  | Share Exchange
        Agreement dated May 23, 2005, as amended, among Boyd Holdings Inc., PlayBOX
        UK and the stockholders of PlayBOX UK                                                              
|10.9(1)  | Closing Agreement dated March
        24, 2006 amongst PlayBOX (US) Inc. and PlayBOX UK and the shareholders
        of PlayBOX UK                                                                            
|10.10(1) | Asset Purchase
        Agreement dated March 31, 2006 between PlayBOX (US) Inc. and PlayBOX Inc.                                                                                                              
|10.11(1) | Termination and Release Agreement
        dated March 31, 2006 among PlayBOX UK, HBI Sales Private Limited, Zacan
        Holdings Proprietary Limited, ICT/Europetec Limited and MIR Technologies
        LLC
|10.12(1) | Subscription
        agreement between the Company and Annette Cocker dated April 8, 2005 relating
        to the Company's private offering of 500,000 shares                                                
|10.13(1) | Form of subscription agreement
        relating to our May 31, 2005 private offering of securities.                                                                                                           
|10.14(1) | Form of subscription
        agreement relating to our August 31, 2005 private offering of securities.                                                                                                        
|10.15(1) | Regulation S Debt Conversion
        Agreement dated March 31, 2006 between the Company and Hillside Investment
        Corporation.                                                                          
|10.16(2) | Form of subscription
        agreement relating to our July 14, 2006 private offering of securities.                                                                                                          
|10.17(3) | Service Agreement dated July
        1, 2005 between PlayBOX UK and Azuracle Limited                                                                                                                          
|10.18(3) | Letter Agreement
        dated December 28, 2006 between PlayBOX UK and Robert Burden                                                                                                                         
|10.19(3) | Consulting Services Agreement
        dated August 1, 2006 between PlayBOX (US) Inc. and DeBondo Capital Limited                                                                                              
|10.20(4) | Form of subscription
        agreement relating to our May 25, 2007 private offering of securities.                                                                                                           
|10.21(5) | Executive Employment Agreement
        between the Company and Henry (Harry) C. Maloney dated December 14, 2007.                                                                                              
|31.1(6)  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002                                                                
|31.2(6)  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002         

|(1) | Filed as an exhibit to our registration statement on Form
      SB-2 filed with the Securities and Exchange Commission on June 8,
    2006.                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                      
|(2) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 1) filed with the Securities and Exchange Commission
      on October 10, 2006.
|    |                                                                                                                                                                      
|(3) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 3) filed with the Securities and Exchange Commission
      on January 18, 2007.
|    |                                                                                                                                                                      
|(4) | Filed as an exhibit to our registration statement on Form
      SB-2/A (Amendment No. 6) filed with the Securities and Exchange Commission
      on July 12, 2007.   

- 12 -

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|(5) | Filed as an exhibit to our current report on Form 8-K
      filed with the Securities and Exchange Commission on December 20,
    2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|(6) | Filed as an exhibit to this quarterly report on Form
      10-QSB.                                                                     

- 13 -

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SIGNATURES

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

| | PLAYBOX (US) INC. |                                                          
| | ----------------- | ---------------------------------------------------------
| |                   |                                                          
| |                   |                                                          
| | By:               | /s/ Robert Burden                                        
| |                   | Robert Burden                                            
| |                   | Chief Executive Officer and Chief
      Financial Officer
| |                   | Date: February 19, 2008                                  

- 14 -

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