SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
July 23, 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
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incorporation)
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Number)
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Identification 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))
Item 4.01.
Change in Registrant’s Certifying
Accountant.
This amendment to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 25, 2008, is
being filed to address deficiencies noted in the original filing, specifically:
(i) that the Registrant’s Board of Directors approved the dismissal, and (ii)
that the original filing used the term “terminated” where the term “dismissed”
is required.
(a)
On July 23, 2008, the Board of
Directors of Playbox (US) Inc., a Nevada corporation (the “Registrant”),
dismissed Dale Matheson Carr-Hilton Labonte LLP (“DM”) as its independent
registered public accounting firm. The dismissal was approved by the
Registrant’s Board of Directors.
During
the fiscal year ended September 30, 2007 and the subsequent interim periods up
through the date of termination, there were no disagreements with DM on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of DM, would have caused DM to make reference thereto in its report
on the Registrants financial statements for such years.
Further,
there were no reportable events as described in Item 304(a)(1)(iv)(B) of
Regulation SK occurring within the Registrant's two most recent fiscal years and
the subsequent interim period up through the date of termination (July 23,
2008). Other than as set forth below, the report issued by DM with
respect to the Registrant’s financial statements for the year ended September
30, 2007 did not contain any adverse or disclaimer of opinion, and were not
modified as to uncertainty, scope or accounting principals.
The audit
report of DM for the financial statements of the Registrant as of September 30,
2007 contained a separate paragraph stating:
“The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the development stage and has incurred losses in
developing its business, and further losses are anticipated. The Company
requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in this regard are described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.”
During
the Registrant's two most recent fiscal years and the subsequent interim periods
up through the date of this Report, neither the Registrant nor anyone on its
behalf consulted with any other independent auditor regarding the application of
accounting principles to a specific, completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Registrant's financial
statements. Further, no other independent auditor has provided written or oral
advice to the Registrant that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or financial
reporting issues during the period that DM served as the Registrant’s
independent auditor.
The
Registrant provided a copy of the foregoing disclosures to DM prior to the date
of the filing of this report and requested that DM furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements in this Report. A copy of the letter furnished in
response to that request is filed as Exhibit 16.1 to this Form 8-K.
(b)
On July 23, 2008, the Board of
Directors engaged Moore & Associates as the Registrant’s independent
registered public accounting firm.
The Company has not consulted with
Moore regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the Company's
financial statements during the two most recent fiscal years through
present.
Item 8.01.
Other Events.
On June
27, 2008, the Company terminated its relationship with its transfer agent,
Pacific Stock Transfer Company, and appointed Wall Street Transfer Agents Inc.
as their new transfer agent.
Wall
Street Transfer’s address and contact information is as follows:
Wall
Street Transfer Agents Inc.
12492
Harris Road
Pitt
Meadows, BC V3Y 2J4
Telephone:
604-465-7475
Fax:
604-465-7485
Toll
Free: 1-866-455-WSTA (9782)
Item 9.01
Financial Statements and
Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
Exhibit
No.
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Description
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Letter
of Agreement from Dale Mathson Carr-Hilton Labonte
LLP
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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:
August 29, 2008
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By:
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/s/ Harry
C. Maloney
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Harry
C. Maloney
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Director
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