UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
PLAYBOX
(US) INC.
(Name of
Issuer)
Shares
of Common Stock, par value $0.001 per share
(Title of
Class of Securities)
(CUSIP
Number)
DEBONDO
CAPITAL INC.
130
Shaftesbury Avenue, Suite 518
London,
United Kingdom W1D 5EU
00
662 664 3953
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER
19, 2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
1.
|
Names
of Reporting Person:
Debondo
Capital Inc.
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|
I.R.S.
Identification Nos. of above person (entities
only):
N/A
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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4.
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Source
of Funds (See Instruction):
WC
|
5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e):
o
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6.
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Citizenship
or Place of Organization:
London,
England
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Number
of
Shares
Beneficially
Owned
by
Reporting
Person
With:
|
7.
|
Sole
Voting Power:
5,623,006
|
8.
|
Shared
Voting Power:
-0-
|
9.
|
Sole
Dispositive Power:
5,623,006
|
10.
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Shared
Dispositive Power:
-0-
|
11.
|
Aggregate
Amount Beneficially Owned by Reporting Person:
5,623,006
|
12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (
See
Instructions
):
(1)
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13.
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Percent
of Class Represented by Amount in Row (11):
10.38%
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14.
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Type
of Reporting Person (
See
Instructions):
CO
|
(1) Based
on 54,186,299 shares of the Issuer’s common stock issued and outstanding as of
January 12, 2009.
The class
of equity securities to which this statement relates is shares of common stock,
par value $0.001 per share (the “Shares”), of Playbox (US) Inc., a Nevada
corporation (the “Issuer”). The principal executive offices of the
Issuer is Suite 3.19, 130 Shaftesbury Avenue, London, United Kingdom, W1D
5EU.
ITEM
2.
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IDENTITY
AND BACKGROUND
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A.
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Name
of Person filing this Statement:
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|
This
statement is filed by Debondo Capital Inc. (the “Reporting
Person”). By signing this statement, the Reporting Person
agrees that this statement is filed on its
behalf.
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B.
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Residence
or Business Address:
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The
business address of the Reporting Person is 130 Shaftesbury Avenue, Suite
518, London, United Kingdom W1D
5EU.
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C.
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Present
Principal Occupation and Employment:
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The
Reporting Person’s present principal business operations are consultant
and investments services.
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D.
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Criminal
Proceedings:
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During
the past five years, none of the principals of the Reporting Person have
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
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E.
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Civil
Proceedings:
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During the past five years, none of the principals of
the Reporting Person have been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The
source of funds used to make loans to the Issuer were working capital funds in
the aggregate amount of $224,920.24.
ITEM
4.
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PURPOSE
OF TRANSACTION
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The
Reporting Person is filing this Schedule 13D relating to the settlement
agreement and general mutual release (the “Settlement Agreement”) between the
Issuer and the Reporting Person dated November 19, 2008. In accordance with the
terms and provisions of the Settlement Agreement: (i) the Issuer agreed to issue
to the Reporting Person an aggregate of 5,623,006 shares of its restricted
common stock; and (ii) the Reporting person agreed to accept the issuance of the
5,623,006 shares of restricted common stock in consideration of settling and
releasing the debt due and owing to the Reporting Person by the Issuer of
$224,920.24. The Reporting Person had previously made a series of loans and/or
advances to the Issuer for working capital purposes.
Subject
to all relevant securities law restrictions, the Reporting Person may acquire or
dispose of securities of the Issuer from time to time in the open market or in
privately negotiated transactions with third parties, subject to and depending
upon prevailing market conditions for such securities.
Except as
otherwise disclosed herein, the Reporting Person has no current plans or
proposals that relate to or would result in:
(a)
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the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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(b)
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any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a
sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
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(e)
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any
material change in the present capitalization or dividend policy of the
Issuer;
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(f)
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any
other material change in the Issuer's business or corporate structure
including, but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
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(g)
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changes
in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede acquisition of control of the Issuer by any
person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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any
action similar to any of those enumerated
above.
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ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER
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|
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For the
purposes of this Statement, the Reporting Person is reporting herein that as of
January 12, 2009, the Reporting Person is the beneficial owner of an aggregate
of 5,623,006 (or approximately 10.38%) of the Issuer’s equity
securities.
For the
purposes of this Statement, the Reporting Person is reporting herein that as of
January 12, 2009, the Reporting Person has the sole power to vote or to direct
the voting or, or to dispose or to direct the disposition of, 5,623,006 shares
of common stock (or approximately 10.38%) of the Issuer’s common
stock.
b)
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Transactions
Within the Past 60 Days.
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As of
January 12, 2009,and within the sixty day period prior thereto, with the
exception of that certain transaction on November 12, 2008 as reported herein,
no transactions involving the Issuer’s equity securities had been engaged in by
the Reporting Person other than as disclosed herein.
c)
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Certain
Rights of Other Persons.
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As of
January 12, 2009, to the best knowledge and belief of the Reporting Person, no
person other than the Reporting Person had the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Issuer’s equity securities..
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
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The
Reporting Person does not have any other contract, arrangement, understanding or
relationship with respect to securities of the Issuer including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. Further, the Reporting
Person has not pledged securities of the Issuer nor are the securities of the
Issuer held by the Reporting Person subject to a contingency, the occurrence of
which would give another person voting power or investment power over such
securities.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS
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Settlement
agreement and general mutual release between Playbox (US) Inc. and Debondo
Capital Inc. dated November 19, 2008.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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DEBONDO CAPITAL
INC.
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Date:
February 12, 2009
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By:
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/s/
Laura
Mouck
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Laura
Mouck
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Secretary
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EXHIBIT
99.1
RELEASE
AND SETTLEMENT AGREEMENT
This
Release and Settlement Agreement ("Settlement Agreement") is dated this 19th day
of November, 2008 by and between Playbox (US) Inc., a Nevada corporation
(“PYBX”) and Debondo Capital Ltd., a UK corporation (“DBC”).
WHEREAS,
PYBX has proposed to pay to DBC, in lieu of cash, restricted shares (the
“Shares”), in the amount set forth below, of the common stock of PYBX in full
satisfaction and discharge of the debt (the “Debt”) due and owing to DBC by
PYBX, and DBC has agreed to accept the Shares in lieu of cash for settlement of
the Debt pursuant to the terms and conditions set forth herein; and
WHEREAS,
the parties hereto desire to resolve all obligations due and owing presently by
PYBX to DBC prior to the date of this Settlement Agreement.
NOW,
THEREFORE, in consideration of the promises and conditions set forth herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1.
Release of PYBX by DBC. In exchange for, (i) payment to DBC by PYBX of 5,623,006
restricted shares (collectively, the “Shares” as indicated above) of the
Company, pursuant to Regulation S of the Securities Act of 1933 (the “Act”),
with the Shares being valued at $0.04 each, representing a twenty percent (20%)
discount off the closing price of PYBX’s common stock on November 17, 2008, for
a total amount of USD$224,920.24, which represents an amount equal to the Loan,
the receipt of which is acknowledged by affixing DBC’s signature herein. DBC
hereby fully, forever, irrevocably and unconditionally releases, remises and
discharges PYBX and its subsidiaries and affiliates and each of their current or
former officers, directors, stockholders, attorneys, agents, or employees
(collectively, the "PYBX Released Parties") from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of
money, costs, accounts, reckonings, covenants, contracts, agreements, promises,
doings, omissions, damages, executions, obligations, liabilities and expenses
(including attorneys' fees and costs), of every kind and nature, known or
unknown, which he ever had or now has against the PYBX Released Parties
including, but not limited to, all claims arising out of DBC's business
dealings, all common law claims including, but not limited to, actions in tort,
defamation, breach of contract and any claims under any other federal, state or
local statutes or ordinances not expressly referenced above.
2.
Release of DBC by PYBX. In exchange for DBC's forbearance of asserting certain
claims against PYBX, PYBX hereby fully, forever, irrevocably and unconditionally
releases, remises and discharges DBC from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of
money, costs, accounts, reckonings, covenants, contracts, agreements, promises,
doings, omissions, damages, executions, obligations, liabilities and expenses
(including attorneys' fees and costs) of every kind and nature, known or
unknown, which PYBX has against DBC including all common law claims including,
but not limited to, actions in tort, defamation, and breach of contract and any
claims under any other federal, state or local statutes or
ordinances.
3.
Confidentiality. The parties hereto understand and agree that the terms and
contents of this Agreement, and the contents of the negotiations and discussions
resulting in this Agreement, shall be maintained as confidential, and none of
the above shall be disclosed except to the extent required by federal or state
law.
4.
Amendment. This Agreement shall be binding upon the parties and may not be
modified in any manner, except by an instrument in writing of concurrent or
subsequent date signed by a duly authorized representative of the parties
hereto. This agreement is binding upon and shall inure to the benefit of the
parties and their respective agents, assigns, heirs, executors, successors and
administrators.
5. Entire
Agreement and Applicable Law. This Agreement contains and constitutes the entire
understanding and agreement between the parties hereto with respect to the
settlement of claims the parties have against each other. This Agreement cancels
all previous oral and written negotiations, agreements, commitments, and
writings in connection therewith. This Agreement shall be governed by the laws
of the province of British Columbia to the extent not preempted by provincial
law.
6.
Acknowledgments and Assent. DBC acknowledges that it has been given at least
twenty-one (21) days to consider this Settlement Agreement and that it was
advised to consult with an attorney prior to signing this Settlement Agreement
and has in fact consulted with counsel of his own choosing prior to executing
this Settlement Agreement. DBC agrees that it has read this Settlement Agreement
and understands the content herein, and freely and voluntarily assents to all of
the terms herein.
7.
Severability. The provisions of this Settlement Agreement shall be severable, so
that the unenforceability, validity or legality of any one provision shall not
affect the enforceability, validity or legality of the remaining provisions
hereof.
8. Joint
Drafting. This Settlement Agreement shall be deemed to have been drafted jointly
by the Parties hereto, and no inference or interpretation against any one party
shall be made solely by virtue of such party allegedly having been the
draftsperson of this Settlement Agreement.
9. Denial
of Liability. PYBX and DBC each understand and agree that this Settlement
Agreement shall not be construed as an admission of liability on the part of any
person, firm, corporation, or other entity released, liability being expressly
denied.
10.
Nonreliance. The undersigned Parties agree that they expressly assume all risk
that the facts or law may be, or become, different that the facts or law as
presently believed by them. PYBX and DBC have each conducted extensive,
sufficient and appropriate due diligence with respect to the facts and
circumstances surrounding and related to this Settlement Agreement. PYBX and DBC
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other party, in any way relating to the subject matter of this Settlement
Agreement.
11.
Covenant Not to Sue. PYBX and DBC each covenant with the other never to
institute or participate in any administrative proceeding, suit or action, at
law or in equity, against each other by reason of any claim released in this
Settlement Agreement.
12.
Piggy-Back Registration Rights. If at any time subsequent to the execution of
this Agreement, the Company shall determine to prepare and file with the
Securities and Exchange Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act
of any of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with the stock
option or other employee benefit plans, then the Company shall include in such
registration statement all or any part of such Securities described herein that
are being issued to DBC under this Settlement Agreement, although the Company
shall not be required to register any Securities that are being issued to DBC
under this Settlement Agreement that are eligible for resale pursuant to Rule
144(k) promulgated under the Securities Act.
13.
Counterparts. This Agreement may be executed in any one or more counterparts,
all of which taken together shall constitute one instrument.
14.
Facsimile Signature. It is expressly agreed to that the parties may execute this
Agreement via facsimile signature and such facsimile signature pages shall be
treated as the originals for all purposes.
IN
WITNESS WHEREOF, the parties hereto have executed this Release and Settlement
Agreement as of the date set forth above.
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Playbox
(US) Inc.
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/s/
Gideon Jung
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Gideon
Jung, President
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Debondo
Capital Ltd.
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/s/
Ulrik Debo
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Ulrik
DeBo, Authorized Signatory
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