SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
December 4, 2008
PLAYBOX (US)
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52753
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n/a
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(State
or other jurisdiction of
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(Commission
File
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(IRS
Employer Identification
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incorporation)
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Number)
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No.)
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Suite
3.19, 130 Shaftesbury Avenue
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London, England
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W1D 5EU
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(Address
of principal executive offices)
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(Zip
Code)
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44 20 7031
1187
Registrant's
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation
of the
registrant under any of the following provisions:
o
Written communications
pursuant to Rule 425 under the Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
Item
4.02.
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Nonreliance
On Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
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On
December 4, 2008, the President, Chief Financial Officer and sole Director of
the Company, concluded that the previously reported consolidated financial
statements in our Form 10-Q for the period ended June 30, 2008 filed with the
Securities & Exchange Commission (“SEC”) on August 19, 2008 should no longer
be relied upon.
On March
28, 2008, the Company entered into a Share Purchase Agreement (the “Agreement”)
for the proposed acquisition of U.K based Delta Music Limited (“Delta Music”).
The Agreement was included with the Company’s Form 10-Q for the six months ended
March 31, 2008 filed with the SEC on May 15, 2008.
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 completion of the
acquisition. The Company has reviewed its treatment of this term in the
Agreement and concluded that the financial statements for period ended June 30,
2008 should be restated.
The
effects of the restatement are as follows:
·
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Amend
the Balance Sheet to increase current liabilities by USD
199,540
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·
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Amend
the Income Statement to increase expenses for “Development Fees” by USD
199,540
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·
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Amend
the Statement of Cash Flows and Shareholders’ Equity to reflect the above
changes
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All of
the foregoing was discussed and reviewed with Moore & Associates, our
independent registered public accounting firm for the above period.
The
Company anticipates filing corrected financial information for the
aforementioned period within 14 days. However, the time required to complete the
restatement cannot be stated with certainty at this time and will depend, in
part, upon completion of Moore & Associates’ review of the
restatements.
Until we
have reissued the restated results for aforementioned period, investors and
other users of our filings with the SEC are cautioned not to rely on the
financial statements in question, to the extent that they are affected by the
accounting issues described above.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Playbox
(US) Inc.
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Date:
December 8, 2008
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By:
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/s/ Gideon
Jung
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Gideon
Jung
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President
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