SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
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)
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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, 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))
Explanatory Note: This
amendment to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 8, 2008 is being filed to address deficiencies
in the original filing. Specifically, the consolidated financial
statements for the period ended March 31, 2008 also need to be restated not just
the consolidated financial statements for the period ended June 30, 2008 as
originally reported.
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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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The
President, Chief Financial Officer and sole Director of the Company has
concluded that the previously reported consolidated financial statements in our
Form 10-Q for the period ended March 31, 2008 and June 30, 2008 filed with the
Securities & Exchange Commission (“SEC”) on May 15, 2008 and August 19, 2008
respectively 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”). A
copy of the Agreement was incorporated as an Exhibit with the Company’s Form
10-Q for the six months ended March 31, 2008, however the affects of certain
terms in the Agreement were not reflected in the accompanying consolidated
financials statements nor in the consolidated financial statements of the
Company’s subsequent Form 10-Q for the nine months ended June 30,
2008.
Under the
terms of the Agreement, the Company agreed to pay one hundred thousand British
pounds (GBP 100,000) 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 consolidated financial statements for periods
ended March 31, 2008 and June 30, 2008 should be restated.
The
affects of the restatement are as follows:
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·
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Amend
the Balance Sheet to increase current liabilities by GBP
100,000
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·
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Amend
the Income Statement to increase expenses for “Development Fees” by GBP
100,000
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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 with Moore & Associates, our independent
registered public accounting firm.
The
Company anticipates filing corrected financial information for the
aforementioned periods within 30 days. However, the time required to complete
the restatements 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 the aforementioned periods, 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:
February 2, 2009
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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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