`UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
  Moving Box Inc.
 (Name of small business issuer in our charter)
 
Delaware
 
7812
 
27-1994406
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
IRS I.D.

222   E . Jones Ave. Wake Forest  NC
 
27587
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number:   919 649 3587
 
Vcorp Services LLC
1811 Silverside Rd.
Wilmington DE 19810
(Name, address and telephone number of agent for service)
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
 
Large accelerated filer o Accelerated Filer o
       
Non-accelerated filer o Smaller reporting company x
 
CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
   
Amount to be
registered
   
Proposed
maximum
offering
price per
unit
   
Proposed
maximum
aggregate
offering price
   
Amount of
registration fee
[1] [2]
 
Common Stock offered by the Selling Stockholders [3]
   
2,000,000
    $
.02
    $
40,000
    $
2.86
 
TOTAL
                               
 
(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.
 
(2) Calculated under Section 6(b) of the Securities Act of 1933 as .00007130 of the aggregate offering price.
 
(3) Represents shares of the registrant’s common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.
 
 
 
 
PROSPECTUS
 
Moving Box Inc.

Selling shareholders are offering up to 2,000,000 shares of common stock.  The selling shareholders will offer their shares at $0.02 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.    We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________________

 
2
 
TABLE OF CONTENTS
 
SUMMARY INFORMATION AND RISK FACTORS    4  
RISK FACTORS   7  
USE OF PROCEEDS   12  
DETERMINATION OFFERING PRICE    12  
DILUTION    12  
SELLING SHAREHOLDERS    13  
PLAN OF DISTRIBUTION    15  
LEGAL PROCEEDINGS   17  
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
  17  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  18  
DESCRIPTION OF SECURITIES   20  
INTEREST OF NAMED EXPERTS    21  
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES
  21  
DESCRIPTION OF BUSINESS    21  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   27  
DESCRIPTION OF PROPERTY   30  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   30  
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   31  
EXECUTIVE COMPENSATION   33  
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   35  
 FINANCIAL STATEMENTS    36  
 

SUMMARY INFORMATION AND RISK FACTORS

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Organization
 
Moving Box, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company.
 
On March 23, 2010 Moving Box, Inc. acquired 100% of the Member Interests in Moving Box Entertainment, LLC, a North Carolina limited liability company, in exchange for assumption of their debts and obligations. The inception date is January 1, 2010, because the prior entity, Moving Box Entertainment, LLC, was under common control.
 
We have a principal office at 222 E . Jones Ave, Wake Forest NC 27587 and telephone number is 919.649.3587.
 
Business

We were formed to acquire scripts for movie opportunities, to produce the related movies and to sell, lease, license, distribute and syndicate the movies and develop other related media products related to the movies.

Since our inception, we have taken the following steps to implement our business plan:

·  
Through our acquisition of Moving Box Entertainment LLC on January 5, 2010, we acquired all interests in and rights and title to an unpublished script entitled "A Box for Rob" (the “Movie”) from an unrelated third party.

·  
We raised the cash amount of $154,245, all the cash funding needed to make the Movie, $154,000 through the sale of Royalty Rights in the Movie as well as well as a loan in the amount of $100,200, representing multiple advances the last of which was July 13, 2010, from Andreas Wilcken, Jr., our president and director .

o  
Three persons invested $154,000 and received the right to the repayment of the amount of their investment by Moving Box, before payment to any other investors or creditors of Moving Box, the first $154,000.00 in Net Revenue received by Moving Box and thereafter 40% of the net revenue derived, or in any way generated by, or related to, the Movie.
o  
The Note (“Wilcken Note”) bears interest at the rate of 8% per annum and is payable out of the first funds which we are entitled to retain under the Production Agreement and Royalty Agreement.

·  
We retained the services of Uptone Pictures, Inc., an unrelated third party, to be the production company for the production and post production of the motion.
 
 
o  
Under the Production Agreement, we have paid Uptone $109,553.35 to fund the production and post production of the Movie and agreed to pay Uptone 50% of our Net Profits in the Movie, if any, as defined in the Production Agreement, payable quarterly.  All payments made under the Royalty Agreement as well as payments under the Wilcken Note will be treated as costs and deducted in determining our Net Profit in the Movie.

The Movie is now in post production and is being edited and posting together video images with sound, sound effects, music colorization, mastering and polishing of the product

Management may in the future seek to identify and produce other movie opportunities.  We have not identified and have no contracts, agreements or commitments to acquire other movie opportunities.
 
The Offering
 
As of the date of this prospectus, we had 6,500,000 shares of common stock outstanding.

Selling shareholders are offering up to 2,000,000 shares of common stock.  The selling shareholders will not offer their shares  per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices We will pay all expenses of registering the securities, estimated at approximately $25,000.  We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.
 

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

   
Year
Ended
   
Three
Months
Ended
 
   
March 31, 2010
   
June 30, 2010
 
Income Statement Data:
           
             
Revenue
  $ -     $ -  
                 
Total operating expenses
    (11,777 )     (237,189 )
                 
Net loss
    11,777       237,189  
                 
Balance Sheet Data (at end of period):
         
                 
Total assets
  $ 25,823     $ 6,883  
                 
Total current liabilities
    -       101,599  
                 
Total stockholders' equity
    25,823       (94,716 )

 
Risk Factors

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.  All material risks are discussed in this section.
 
Our generating no revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
 
Although we have taken significant steps to develop our business plan since our inception, as of June 30, 2010, we have generated no revenues.  Our business plan is still speculative and unproven.  There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, we will ever generate revenues or profits, which makes it difficult to evaluate our business.  As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable historical data, we may never generate revenues or become profitable or incur losses, which may result in a decline in our stock price. 
 
There is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
 
Our lack of operating history and revenues raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.  
 
We may not be able to compete with larger independent movie contract production companies, the majority of whom have greater resources and experience than we do.
 
We are very small and unproven entity as compared to our competitors.  As an independent producer, we will compete with major U.S. and international studios.  Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, that can provide both the means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and television operations.  In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production.  This will have a material adverse effect on our business, results of operations and financial condition.
 
 
Licensed distributors' failure to promote our programs may adversely affect our business.
 
Licensed distributors' decisions regarding the timing of release and promotional support of motion pictures, television programs and related products are important in determining the success of these pictures, programs and products.  As with most companies engaging in licensed distribution, we do not control the timing and manner in which our licensed distributors distribute our motion pictures or television prograMr. Any decision by those distributors not to distribute or promote one of our motion pictures, television programs or related products or to promote our competitors' motion pictures, television programs or related products to a greater extent than they promote ours could have a material adverse effect on our business, results of operations and financial condition.
 
Piracy of motion pictures, including digital and internet piracy, may reduce the gross receipts from the exploitation of our production.
 
Motion picture piracy is extensive in many parts of the world.  Additionally, as motion pictures begin to be digitally distributed using emerging technologies such as the internet and online services, piracy could become more prevalent, including in the U.S., because digital formats are easier to copy.  As a result, users can download and distribute unauthorized copies of copyrighted motion pictures over the internet.  In addition, there could be increased use of devices capable of making unauthorized copies of motion pictures.  As long as pirated content is available to download digitally, many consumers may choose to download such pirated motion pictures rather than pay to view motion pictures.  Piracy of any films we produce may adversely impact the gross receipts received from the exploitation of these films, which could have a material adverse effect on our business, results of operations and financial condition.
 
Our officers and directors, Andreas Wilcken, Jr. and Jonathan Seelbinder, have no prior experience in running a movie production company which could reduce the value or your investment.
 
Andreas Wilcken, Jr. and Jonathan Seelbinder, our officers and directors, have no experience in operating a movie company prior to joining us.  Due to their lack of experience, they may make wrong decisions and choices regarding key decisions on our behalf.  Consequently, we may suffer irreparable harm due to management's lack of experience in this industry which could reduce the value of your investment.
 

Because insiders control our activities, they may cause us to act in a manner that is most beneficial to them and not to outside shareholders, which could cause us not to take actions that outside investors might view favorably and which could prevent or delay a change in control .
 
Our executive officers, directors, and holders of 5% or more of our outstanding common stock beneficially own approximately 69.23% of our outstanding common stock.  As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
 
The person primarily responsible for managing our business will devote less than full time to our business, which may impede our ability to implement our business plan.

Mr. Wilcken devotes only 10% percent of his time to our business.  As a result, our primary management may not currently be able to devote the time necessary to our business to assure successful implementation of our business plan.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock”, we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Our common stock will not initially qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
 

This prospectus permits selling security holders to resell their shares. If they do so, the market price for our shares may fall and purchasers of our shares may be unable to resell them.
 
This prospectus includes 2,000,000 shares being offered by existing stockholders. To the extent that these shares are sold into the market for our shares, if developed, there may be an oversupply of shares and an undersupply of purchasers. If this occurs the market price for our shares may decline significantly and investors may be unable to sell their shares at a profit, or at all.
 
Our primary management has no experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our business.

Our primary executive officer Mr. Wilcken is responsible for our operations and reporting. The requirements of operating as a small public company are new to the management team and the employees as a whole. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.
 
Sales of our common stock under Rule 144 could reduce the price of our stock.

As of June 30, 2010, there were 2,000,000 shares of our common stock held by non-affiliates, none of which have been held for more than one year and thus are restricted, and all of which are being registered hereunder, and 4,500,000 shares of our common stock held by affiliates, all of which are restricted as per Rule 144 of the Securities Act of 1933 defines as restricted securities, none of which are being registered hereunder.  All shares being registered hereunder are available for resale as of the date of effectiveness of this registration statement. Of the shares not being registered hereunder, all the restricted securities held by affiliates, subject to the limitations on amounts and manner of sale in Rule 144, could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.
 

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
 
Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
 
Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. We do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. One of the members of the board of directors is an independent director under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit issues that may affect management decisions.
 
 
Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.
 
USE OF PROCEEDS

Not applicable.  We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OFFERING PRICE

The offering price has been arbitrarily determined and does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.  In order to assure that selling shareholders will offer their shares at $.02 per share until our shares are quoted on the OTC Bulletin Board, we will notified our shareholders and our Transfer Agent that no sales will be allowed prior to the date our shares are quoted on the OTC Bulletin Board without proof the selling price.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.
 

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities.  The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering.  These selling shareholders acquired their shares by purchase exempt from registration under Regulation S under the Securities Act of 1933 as follows:

During June to August 2010, we sold 2,000,000 shares to 31 non-U.S. investors at a price of $.02 per share.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:
 
     ·        
None of these issuances involved underwriters, underwriting discounts or commissions;
     ·        
We placed Regulation S required restrictive legends on all certificates issued;
     ·        
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
     ·        
No direct selling efforts of the Regulation S offering were made in the United States.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

     ·        
Access to all our books and records.
     ·        
Access to all material contracts and documents relating to our operations.
     ·        
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated.  We will not receive any proceeds from the sale of the securities by the selling shareholders.  No selling shareholders are broker-dealers or affiliates of broker-dealers.
 
 
Selling Shareholder
Shares to offered by the Selling Shareholders
% owned before Offering
Amount owned after the offering, assuming all shares sold
% owned after the offering, assuming all shares sold
Any Transaction or Relationaship in past 3 years
Siddharth Amin
60,151
*
0
0
 
Shradha Amin
60,151
*
0
0
 
Sophy Moroney
60,151
*
0
0
 
Rade Maric
60,151
*
0
0
 
Ljubica Maric
60,151
*
0
0
 
Pankaj Amin
60,151
*
0
0
 
Kim Mackins
60,151
*
0
0
 
Stacy Mackins
60,151
*
0
0
 
Richard Moroney
60,151
*
0
0
 
Charmian Reeve
60,151
*
0
0
 
Douglas Scarlett
50,000
*
0
0
 
Lori Scarlett
50,000
*
0
0
 
David Leeming
50,000
*
0
0
 
Amanda Leeming
50,000
*
0
0
 
Barbara Cruickshank
50,000
*
0
0
 
Zoran Trajkovic
60,151
*
0
0
 
Pooja Amin
60,151
*
0
0
 
Supriya Amin
60,151
*
0
0
 
Jonathan Mark King
60,151
*
0
0
 
Jamie Harding
60,151
*
0
0
 
Ozlem Cinpolat
60,151
*
0
0
 
Branka Trajkovic
60,151
*
0
0
 
Milos Drljacha-Indic
60,151
*
0
0
 
Emma Myrtle
60,151
*
0
0
 
Mira Drjacha-Indic
60,151
*
0
0
 
Marko Drjacka-Indic
60,151
*
0
0
 
Cosmina Popa
60,151
*
0
0
 
Robert Ward
60,151
*
0
0
 
John Thompson
60,151
*
0
0
 
Cliveston De Souza
60,151
*
0
0
 
Rebecca McKinnon
246,225
4.6
0
0
 
Total
2,000,000
 
0
   
 
 
Blue Sky
 
The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
 
We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 2,000,000 shares of common stock.  The selling shareholders will offer their shares at $.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will not receive any proceeds of the sale of these securities.  We will pay all expenses of registering the securities.

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions.  The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person.  We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.  We have advised them that we will monitor our stock transfer records on a regular basis and will void any transaction they undertake in violation of this restriction.

 
Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities.  In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.

OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a FINRA market maker must file an application on our behalf in order to make a market for our common stock before a trading symbol can be issued.  We have engaged in preliminary discussions with a FINRA Market Maker, Glendale Securities, to file our application on Form 211 with FINRA, but as of the date of this prospectus, no filing has been made and no agreement has been entered into to make such filing.  Based upon our counsel’s prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 – 8 weeks for FINRA to issue a trading symbol if and when a FINRA market maker files our application on Form 211.

FINRA cannot deny an application by a market maker to quote the stock of a company.  The only requirement for inclusion in the bulletin board is that the issuer be current in our reporting requirements with the SEC.

Although we anticipate that securing a qualification for quotation on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board.   There is no assurance that our stock will ever trade on a market other than the OTC Bulletin Board, and as noted above, there is no assurance our stock will ever be qualified for quotation on the OTC Bulletin Board.
 
Investors must contact a broker-dealer to trade OTC Bulletin Board securities.  Investors do not have direct access to the bulletin board service.  For bulletin board securities, there only has to be one market maker.

 
Bulletin board transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name
 
Age
 
Position
Andreas Wilcken, Jr.
  40  
President and Director
Jonathan Seelbinder
  31  
Secretary and Director

Andreas Wilcken, Jr. joined us upon formation as President and Director.  Since October 2003, he has been Partner and Manager of Adablios Communicacao, an ad agency/media company.  He currently devotes 10% of his time to our business.  Mr. Wilcken brings his years of international multi-media experience to contribute to the development of our business.

Jonathan Seelbinder joined us upon formation as Secretary and Director. August 2009 to February 2010 he was not employed.  From May 2009 to August 2009, he was sales representative with Maryland Respitory Group, a medical device company.   He was not employed From November 2008 to May 2009.  From March 2007 to November 2008 he was General Manager/Bartender for NU LLC  DBA Ess Lounge, a nightclub.  From April 2004 to March 2007, he was a bartender at Rush Lounge. In 2007, he received a  BS Industrial Engineering from North Carolina State University.  Mr. Seelbinder brings his years of experience in the North Carolina entertainment industry.

Family Relationships

There are no family relationships between our officers and directors.
 
 
Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
 
·
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
 
·
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
 
·
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

·
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
·
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
 
·
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
 
·
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.
 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address for these shareholders is 222  E . Jones Ave, Wake Forest  NC 27587 .

 
Name
   
Title
 
Number of
Shares
   
% of
Common
Share
 
Andreas Wilcken, Jr.
 
President and Director
    4,500,00       69.23 %
Jonathan Seelbinder
 
Secretary and Director
    0       0  
All officers and directors as a group [2 persons]
        4,500,00       69.23 %

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 6,500,000 shares of common stock outstanding as of June 30, 2010.

 
DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 95,000,000 shares of common stock with $0.000001 par value per share. As of the date of this registration statement, there were 6,500,000 shares of common stock issued and outstanding held by 32 shareholders of the record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock in series as fixed by the Directors with $0.000001 par value per share. As of the date of this Prospectus, there are no preferred shares outstanding.

Preferred stock may be issued in series with preferences and designations as the Board of Directors may from time to time determine. The board may, without shareholders approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common shareholders and may assist management in impeding an unfriendly takeover or attempted changes in control. There are no restrictions on our ability to repurchase or reclaim our preferred shares while there is any arrearage in the payment of dividends on our preferred stock.


INTEREST OF NAMED EXPERTS

The financial statements for the year ended March 31, 2010 included in this prospectus have been audited by M&K CPAs, PLLC which are independent certified public accountants, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Williams Law Group, P.A., Tampa, Florida.  
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Delaware Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization
 
Moving Box, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company.
 
On March 23, 2010 Moving Box, Inc. acquired 100% of the Member Interests in Moving Box Entertainment, LLC, a North Carolina limited liability company, in exchange for assumption of their debts and obligations. The inception date is January 1, 2010, because the prior entity, Moving Box Entertainment, LLC, was under common control.
 
We have a principal office at 222 E . Jones Ave, Wake Forest NC 27587 and telephone number is 919.649.3587.
 
Business

We were formed to acquire scripts for movie opportunities, to produce the related movies and to sell, lease, license, distribute and syndicate the movies and develop other related media products related to the movies.

Since our inception, we have taken the following steps to implement our business plan:
 
 
     ·        
Through our acquisition of Moving Box Entertainment LLC on January 5, 2010, we acquired all interests in and rights and title to an unpublished script entitled "A Box for Rob" (the “Movie”) from an unrelated third party.
 
     ·        
We retained the services of Uptone Pictures, Inc., an unrelated third party, to be the production company for the production and post production of the motion.
Management may in the future seek to identify and produce other movie opportunities.  We have not identified and have no contracts, agreements or commitments to acquire other movie opportunities.

The Movie:  “A Box for Rob”

The story of “A Box for Rob” is about Rob (Mark Scarboro) and his girlfriend Amy moving to a new Apartment, with the help of Rob’s brother Ethan (Brett Gentile).
Once moved into their new home, Rob begins to receive a series of boxes, with details of what will happen in the future. At first Rob thinks that Ethan is playing tricks on him but he soon realizes he is part of a curse. It’s a family curse. This along with memories of this childhood, cause havoc in Rob’s mind as he sees the future. He has to come to grips with the concept of free will and determine what actions he can and cannot take. As he struggles to figure out this “curse”, he suspects everyone and his relationships suffer. Ultimately he has to find a way to overcome the curse and not lose Amy.

Development and Finance

We raised the $297,000 needed to make the Movie through the sale of Royalty Rights in the Movie, a loan from Mr. Wilcken, our president and director, and in-kind services provided by Uptone Pictures, Inc. under a Production Agreement.

Royalty Rights Agreement

Three persons invested $154,000 and received the right to the repayment of the amount of their investment by Moving Box, before payment to any other investors or creditors of Moving Box, the first $154,000 in Net Revenue received by Moving Box and thereafter 40% of the net revenue derived, or in any way generated by, or related to, the Movie.

Wilcken Note

From April 8, 2010 through July 13, 2010, Mr. Wilcken loaned our LLC subsidiary $110,200.  We gave him a Note in that amount dated July 13, 2010 with interest at the rate of 8% per annum with payments to be made solely out of the first funds which we are entitled to retain under the Production Agreement and Royalty Agreement.
 
 
Production

We retained the services of Uptone Pictures, Inc., an unrelated third party, to be the production company for the production and post production of the motion.
 
Under the Production Agreement with Uptone, we will pay Uptone $264,200 to fund the production of the Movie as well as 50% of our Net Profits in the Movie, if any, as defined in the Production Agreement, payable quarterly.  All payments made under the Royalty Agreement will be treated as costs and deducted in determining our Net Profit in the Movie.

Under the Agreement, we provide cash financing in the amount of $264,200 as described above and we co-manage all aspects of the Movie.  Uptone is responsible for providing in-kind services of at least $32,800 including but not limited to:

     ·      
Deliver a completed project within the budget which means:
     o        
Edited
     o        
Color corrected
     o        
Music and SFX
     o        
Mastered
     o        
Ready for Distribution
     ·        
Provide with Marketing Materials
     ·        
Provide with a distribution strategy
     ·        
Provide with ways to maximize the exploitation of the Movie

Under the Production Agreement, in addition to the $264,200 to fund the production and post production of the Movie, we have agreed to pay Uptone 50% of our Net Profits in the Movie, if any, as defined in the Production Agreement, payable quarterly.  All payments made under the Royalty Agreement as well as payments under the Wilcken Note will be treated as costs and deducted in determining our Net Profit in the Movie.

The Movie is now in post production and is being edited and posting together video images with sound, sound effects, music colorization, mastering and polishing of the product.

Distribution

The commercial success of any film is dependent upon distribution.  Many independent films never find a distributor.  As independent producer, management recognizes that its success is having a distribution deal prior to production of the film.

The revenue of a distributor is derived not just from the theatrical exploitation of a film.  It also includes receipts from television and cable sales, DVD, and ancillary rights, non-theatrical distribution rights, merchandising rights and even sound track albums and music rights.
 

Generally, the marketing department of the distributor determines how a picture will be sold.  This includes the concept for the campaign and the marketing strategy as to where to open the picture and when.

Management will employ their best efforts to sell the Movie and all ancillary rights in all available markets.  Theatrical distribution and marketing of motion pictures involves licensing the right to exhibit motion pictures on a rental basis to theaters, the creation and dissemination of advertising and publicity, accounting, billing, credit and collection, the manufacture, inspection and dissemination of prints used in exhibition, and the maintenance, delivery, storage, inspection and repair of such prints.

Generally, distributors and theatre exhibitors will enter into agreements whereby the exhibitor retains a portion of the gross box office receipts, which are the admissions paid at the box office. The balance is remitted to the distributor. Frequently, exhibitors and distributors must negotiate as to the appropriate percentage to be remitted to the distributor, which may delay payment of the gross film rental to the distributor.

We currently have no binding contracts, agreements or commitments with any distributors for the Movie.

Television Rights

In the United States, broadcast rights are granted to networks such as NBC, ABC, CBS, or Fox for exhibition by all of the network's affiliates. Syndicated rights include rights granted to individual local television stations or groups of stations.  Pay television rights include rights granted to cable, direct broadcast satellite, microwave and other services paid for by subscribers.  The right to license a motion picture to the television markets may be granted to domestic or foreign theatrical distributors.  Not all films are suitable for network television exhibition due to subject matter, editing requirements and other factors. With the increasing market role of pay television, the number of films licensed for and fees generated from network television have decreased significantly in the last few years. Pay television revenues, in many cases, have more than made up for this decline, with substantial license fees based either on a fixed fee or per-subscriber basis.  There is no assurance that separate licenses will be negotiated for cable or free television, or if any such agreements will be obtained.

We currently have no binding contracts, agreements or commitments for any television rights for the Movie.

Other Distribution Rights

A motion picture typically becomes available on home DVD for purchase or rental by consumers approximately six months after its initial theatrical release.  In addition to the distribution media and markets described above, the owner of a film usually licenses the right to non-theatrical uses to distributors who in turn make the film available to airlines, hotels, schools, oil rigs, public libraries, prisons, community groups, the armed forces, ships at sea and others, as well as the right to license the performance of musical works and sound recordings embodied in a motion picture, including public performance and sheet music publication.  Again, there are no assurances that separate licenses will be negotiated with these other media.
 

We currently have no binding contracts, agreements or commitments for any other distribution rights for the Movie.

Competition

The motion picture industry is intensely competitive.  In addition to competing with the major film studios that dominate the motion picture industry, we will also compete with numerous independent motion picture production companies, television networks, and pay television systems. Virtually all of our competitors are significantly larger than we are, have been in business much longer than we have, and have significantly more resources at their disposal.

The motion picture industry at times may create an oversupply of motion pictures in the market.  The number of motion pictures released by different movie studies, particularly the major U.S. studios, may create an oversupply of product in the market, reduce our potential share of box office receipts and make it more difficult for our film to succeed commercially.  Oversupply may become most pronounced during peak release times, such as school holidays and national holidays, when theatre attendance is expected to increase.

The limited supply of motion picture screens compounds this product oversupply problem.  Currently, a substantial majority of the motion picture screens in the U.S. typically are committed at any one time to only 10 to 15 films distributed nationally by major studio distributors.  In addition, as a result of changes in the theatrical exhibition industry, including reorganizations and consolidations and the fact that major studio releases occupy more screens, the number of screens available to us when we want to release a picture may decrease.

We believe we will be able to compete successful with our proposed film project because

     ·        
we have all our funding in place,
     ·        
we have secured all actors and commenced production, and
     ·        
we believe that together with Uptone in connection with the Production Agreement we have contacts for foreign and domestic distribution options, sales agents and public relations and advertising specialists, although we have no binding contracts, agreements or commitments in place with them now.
 
 
Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

We own the rights to the Movie.

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

Research and Development Activities and Costs

We have not incurred any research and development costs since inception and have no plans to undertake any research and development activities during the next year of operations.

Compliance with Environmental Laws

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.  In our industry, environmental laws are anticipated to apply directly to the owners and operators of companies.  They do not apply to companies or individuals providing consulting services, unless they have been engaged to consult on environmental matters. We are not planning to provide environmental consulting services.

Employees

We have no full time employees at this time.  All of our management works only part time.
 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Moving Box Inc. is a Delaware corporation formed on January 1, 2010. The inception date is January 1, 2010, because the prior entity, Moving Box Entertainment, LLC, was under common control.We were formed to acquire scripts for movie opportunities, to produce the related movies and to sell, lease, license, distribute and syndicate the movies and develop other related media products related to the movies.  During the first half of 2010, we acquired all interests in and rights and title to an unpublished script entitled "A Box for Rob".  We have also retained the services of Uptone Pictures, Inc. to be the production company for the production and post production of the motion. “A Box for Rob” is now in post production and is being edited and posting together video images with sound, sound effects, music colorization, mastering and polishing of the products. The Company competes on the basis of its ability to produce new products that are attractive to consumers, find niche audiences  and  produce  high quality products at lower costs by being fiscally responsible, and creative with every dollar spent.  Finally having established access to distribution channels sets Moving Box apart. The markets for Entertainment products are highly competitive. The Company faces competition from other production companies, entertainment companies and multimedia companies that seek to offer recorded film, video products, software, to the public. Many of these competitors, as well as a number of potential new competitors, have significantly longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than the Uptone. This provides them with the ability to launch more new products, spend more on marketing those products, and pay more to actors, writers, directors and songwriters for new content development. Our ability to compete in this market depends largely on:

     ·        
The skill and creativity of the ownership to be fiscally responsible  - “stretch every dollar’

     ·        
of our employees and their relationships with artists,

     ·      
Our ability to develop new products that are impactful and distributive relationships,
 
 
     ·        
The expansion and utilization of the Company’s catalog worldwide.

     ·        
The acquisition of licenses to enable the Company to expand its offerings.

     ·        
The effective and efficient distribution of the Company’s products

The Company’s products consist of film and video productions. Each film or video recording, book or printed product is an individual artistic work. The commercial success of a film or video recording depends on consumer taste, the quality and acceptance of competing offerings released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which can change quickly.

Results of Operations:

Period Ended March 31, 2010

Since Moving Box is a development stage company that began January 1, 2010, there are no comparative financial periods.

Moving Box had no income from January 1, 2010 through March 31, 2010.

Moving Box had production costs of $10,015 used to pay for copyrights, hire key personnel and secure production locations.  General and administrative expenses were $1,762 which mainly comprised of travel costs of $1,092 which was 61.98% of the total expenses.  Accordingly, Moving Box had a net loss of $11,777 for the period of inception through March 31, 2010.

Three Months Ended June 30, 2010

Since Moving Box is a development stage company that began January 1, 2010, there are no comparative financial periods.

Moving Box had no income from January 1, 2010 through June 30, 2010.

Moving Box had production costs of $133,036 used to produce a feature motion picture entitled  “A Box For Rob”.  Professional fees were $53,632 which comprised of attorney fees of $1,000.00 and other professional fees of $52,632 which accounted for 98.14% of the total professional expense.  The $52,632 of other professional fees were used to pay for Actors, and key personnel salaries, and specialized film equipment.  General and administrative expenses were $50,241 which mainly comprised of meal costs of $23,062, travel costs of $8,556, and supplies of $7,483.  The meal costs were 45.90%, the travel costs were 17.03%, and the supplies were 14.89% of the total general and administrative expenses.  Accordingly, Moving Box had a net loss of $237,189 for the period of inception through June 30, 2010.
 
 
Liquidity and Capital Resources
 
We generated no revenues for the period from January 1, 2010 (Inception) through June 30, 2010 and had a deficit accumulated through this development stage of $248,966. We have provided for our cash requirements to date through financing provided by three persons invested $154,000 and received the right to the repayment of the amount of their investment by Moving Box, before payment to any other investors or creditors of Moving Box, the first $154,000.00 in Net Revenue received by Moving Box and thereafter 40% of the net revenue derived, or in any way generated by, or related to, the Movie. We also received a loan in the amount of $100,200, representing multiple advances the last of which was July 13, 2010, from Andreas Wilcken, Jr., our president and director.  The Note (“Wilcken Note”) bears interest at the rate of 8% per annum and is payable out of the first funds which we are entitled to retain under the Production Agreement and Royalty Agreement.
 
Until financing described below has been received, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $25,000 annually, will be funded as a loan from management, to the extent that funds are available to do so. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

We will need to secure a minimum of $10,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be used for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described below, or any planned material acquisitions.

Our independent auditors have indicated in their audit report for the years ended March 31, 2010 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.

 
Milestones

During the next 12 months we intend to implement our business plan as follows:

Event
 
Actions
 
Time
 
Total estimated cost
Complete the Movie
 
Currently in Process
 
October 2010
 
$294,000
Distribution of Movie
 
Meet and negotiate contracts
 
3-4 months after Movie completion
 
$10,000.00  to be done in-house and outsourced
Film Launch
 
Develop , Prep and market
 
1-2 months thereafter
 
$20,000.00 to be done in- house and outsourced

We currently will need to secure additional funds for the last two of these additional steps.  We need no additional funding to complete the first step. We currently have no contracts, agreements or commitments for any such additional funding.
 
DESCRIPTION OF PROPERTY

We rent the following property:

     ·        
Address: 222  E . Jones Ave   Wake Forest ,  NC 2758
     ·        
Number of Square Feet: 1000
     ·        
Name of Landlord: Graham Cawthroine
     ·      
Term of Lease: 3 years, commencing  Jan 2010.
     ·      
Monthly Rental: $900

We can continue to operate our business in our current location.
 
We do not intend to renovate, improve, or develop properties.  We are not subject to competitive  conditions for  property  and currently  have  no property to insure.  We have no policy with respect to investments in real estate or interests in real estate and  no policy with  respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Andreas Wilcken, the President and Director of the Company, advanced Moving Box $28,600 on April 8, 2010, $71,600 on May 5, 2010 and $10,000 on July 13, 2010 for a total of $110,200.  The Note bears interest at the rate of 8% per annum and is payable out of the first funds which Mr. Wilcken is entitled to retain under the Production Agreement and Royalty Agreement.
 
 
Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or his securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

 
■
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
 
 
■
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 
■
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
 
 
■
Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.
 
 
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.

Sales of our common stock under Rule 144.

As of June 30, 2010, there were 2,000,000 shares of our common stock held by non-affiliates, none of which have been held for more than one year and thus are restricted, and all of which are being registered hereunder, and 4,500,000 shares of our common stock held by affiliates, all of which are restricted as per Rule 144 of the Securities Act of 1933 defines as restricted securities, none of which are being registered hereunder.  All shares being registered hereunder are available for resale as of the date of effectiveness of this registration statement. Of the shares not being registered hereunder, all the restricted securities held by affiliates, subject to the limitations on amounts and manner of sale in Rule 144, could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 32 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
 
 
Reports to Shareholders

As a result of this offering, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through March 31, 2011, including a Form 10-K for the year ended March 31, 2011, assuming this registration statement is declared effective before that date.  At or prior to March 31, 2011, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on March 31, 2011.  If we do not file a registration statement on Form 8-A at or prior to March 31, 2011, we will continue as a reporting company not subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.
 
EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the year ended March 31, 2010
 
 
Name
 
Title
 
Year
   
Salary
   
Bonus
   
Stock
awards
   
Option
awards
   
Non equity
incentive plan
compensation
   
Non
qualified
deferred
compensation
   
All other
compensation
   
Total
 
Andreas Wilcken, Jr.
 
President
 
2010
     
0
     
0
     
0 
     
0 
     
0
     
0
     
0
     
0
 
 
Summary Equity Awards Table
 
The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END March 31, 2010
 
Na me
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   
Equity
Incentive
Plan Awards:
 Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
   
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
   
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested 
(#)
   
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
 
Andreas
Wilcken, Jr
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
Narrative disclosure to summary compensation and option tables
 
We have no written or oral employment agreements or compensation arrangements with our named executive officers.

At no time since inception with respect to any of our executive officers was there:
 
 
o
any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
 
 
o
any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
 
 
 
o
any option or equity grant;
 
 
o
any non-equity incentive plan award made to a named executive officer;
 
 
o
any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
 
 
o
any payment for any item to be included under All Other Compensation (column (i)) in the Summary Compensation Table.
 
Board of Directors
 
Director Compensation
 
Name
 
Fees
earned
or paid
in cash
($)
   
Stock
awards
($)
   
Option
awards
($)
   
Non-equity
incentive plan
compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All other
compensation
($)
   
Total
($)
 
Andreas Wilcken, Jr.
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Jonathan Seelbinder
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 
FINANCIAL STATEMENTS
 
 
FINANCIAL STATEMENTS
Moving Box, Inc.
March 31, 2010
 
Index
 
 
Report of Independent Registered Public Accounting Firm     F-1  
         
Balance Sheet as of March 31, 2010      F-2  
         
Statement of Operations for the Period From January 1, 2010 (inception) through March 31, 2010      F-3  
         
Statement of Cash Flows for the Period From January 1, 2010 (inception) through March 31, 2010      F-4  
         
Statement of Changes in Stockholders’ Deficit for the Period From January 1, 2010 (inception) through March 31, 2010      F-5  
         
Notes to the Financial Statements     F-6 – F-9  
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 

 
 
To the Board of Directors
 
Moving Box, Inc.
 
(A Development Stage Company)
 
We have audited the accompanying balance sheet of Moving Box, Inc. (a development stage company) as of March 31, 2010 and the related statements of operations, changes in stockholders' deficit, and cash flows for the period from January 1, 2010 (inception) through March 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Moving Box as of March 31, 2010, and the results of its operations, changes in stockholders' deficit and cash flows for the period from January 1, 2010 (inception) through March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
/s/ M&K CPAS, PLLC
 
www.mkacpas.com
 
Houston, Texas
 
July 22, 2010
 
 
MOVING BOX, INC.
(A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET
AS OF MARCH 31, 2010
 
 
ASSETS
     
       
       
CURRENT ASSETS
     
Cash
  $ 25,823  
     Total current assets     25,823  
         
TOTAL ASSETS
  $ 25,823  
         
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
       
         
LIABILITIES
       
         
CURRENT LIABILITIES
       
Accounts payable
  $ -  
Related party advances
    37,600  
     Total current liabilities     37,600  
         
TOTAL LIABILITIES
    37,600  
         
STOCKHOLDERS' DEFICIT
       
Common stock, $0.000001 par value, 95,000,000 shares authorized; issued & outstanding
    5  
4,500,000        
Preferred stock, $0.000001 par value, 5,000,000 shares authorized; issued & outstanding -0-
    -  
Additional paid in capital
    (5 )
Deficit accumulated during the development stage
    (11,777 )
     Total stockholders' deficit
    (11,777 )
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 25,823  
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
MOVING BOX, INC.
(A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 2010 (INCEPTION) THROUGH MARCH 31, 2010
 
 
REVENUE
  $ -  
         
OPERATING EXPENSES
       
Production Costs
    10,015  
General and administrative
    1,762  
Total operating expenses
    11,777  
         
NET (LOSS)
  $ (11,777 )
         
         
Net Loss per Share - Basic and Diluted
    (0.00 ) 
         
Weighted Average Shares Outstanding - Basic and Diluted
    4,500,000  
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
F-3
 
 
MOVING BOX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 
FOR THE PERIOD FROM JANUARY 1, 2010 (INCEPTION) THROUGH MARCH 31, 2010
 
 
               
Additional
             
   
Common Stock
   
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance at January 1, 2010 (inception)
    -     $ -     $ -     $ -     $ -  
Stock issued to founders
    4,500,000       5       (5 )     -       0  
Net loss
    -       -       -       (11,777 )     (11,777 )
Balance at March 31, 2010
    4,500,000     $ 5     $ (5 )   $ (11,777 )   $ (11,777 )
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
MOVING BOX, INC.
(A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 2010 (INCEPTION) THROUGH MARCH 31, 2010
 
 
Operating Activities
     
Net loss
  $ (11,777 )
Net Cash Used in Operating Activities
    (11,777 )
         
Financing Activities
       
Advances from related parties
    37,600  
Net Cash Provided by Financing Activities
    37,600  
         
Increase in Cash
    25,823  
         
Cash - Beginning of Period
    -  
         
Cash - End of Period
  $ 25,823  
         
Supplemental Disclosures of Cash Flow Information
       
         
Cash paid for income taxes
    -  
Cash paid for interest
    -  
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
Moving Box, Inc.
(A Development Stage Company)
Notes to the Financial Statements
 
 


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Moving Box, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company. The Company intends to commence operations to acquire scripts for movie opportunities, to produce the related movies and to sell, lease, license, distribute and syndicate the movies and develop other related media products related to the movies.
On March 23, 2010 Moving Box, Inc. acquired 100% of the Member Interests in Moving Box Entertainment, LLC, a North Carolina limited liability company, in exchange for assumption of their debts and obligations.
 
The inception date is January 1, 2010, because the prior entity, Moving Box Entertainment, LLC, was under common control.
 
BASIS OF PRESENATATION
 
The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2010, there were no cash equivalents.
 
DEVELOPMENT STAGE COMPANY
 
The Company is a development stage company as defined by FASB guidelines.
 
FINANCIAL INSTRUMENTS
 
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
 
Level 1
 
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
 
Level 2
 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3
 
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
The Company’s financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
INCOME TAXES
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes ” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.  Moving Box had no common stock equivalents outstanding at March 31, 2010.  At March 31, 2010, there were 4,500,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was 0.00.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
 
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
 
NOTE 2 - GOING CONCERN
 
Moving Box’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $11,777 and has insufficient working capital to meet operating needs for the next twelve months as of March 31, 2010, all of which raise substantial doubt about Moving Box’s ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK

Moving Box issued 4,500,000 shares of common stock (founder’s shares)  to Andreas Wilcken, the President and Director of the Company.
 
 
NOTE 5 – INCOME TAXES

The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2030 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $11,777 at March 31, 2010. The significant components of the deferred tax asset as of December 31, 2010 are as follows:
 
 Net operating loss carryforwards   $ (3,533 )
 Valuation allowance       3,533  
 Net deferred tax asset     $   -  

NOTE 6 – RELATED PARTY TRANSACTIONS
 
Three persons invested $154,000 and received the right to the repayment of the amount of their investment by Moving Box, before payment to any other investors or creditors of Moving Box, the first $154,000 in Net Revenue received by Moving Box and thereafter 40% of the net revenue derived, or in any way generated by, or related to, the Movie.

From April 8, 2010 through July 13, 2010, Mr. Andreas Wilcken, the President and Director, loaned our LLC subsidiary $110,200.  Moving Box gave him a Note in that amount dated July 13, 2010 with interest at the rate of 8% per annum with payments to be made solely out of the first funds which we are entitled to retain under the Production Agreement and Royalty Agreement.

  NOTE 7 – SUBSEQUENT EVENTS
 
We retained the services of Uptone Pictures, Inc., an unrelated third party, to be the production company for the production and post production of the motion. Under the Production Agreement with Uptone, we will pay Uptone $264,200 to fund the production of the Movie as well as 50% of our Net Profits in the Movie, if any, as defined in the Production Agreement, payable quarterly. All payments made under the Royalty Agreement will be treated as costs and deducted in determining our Net Profit in the Movie.
 
Subsequent events have been evaluated through the date the financial statements were available to be issued.
 
On July 13, 2010, the President loaned the Company an additional $10,000 making the total loan $100,210.
 
In July of  2010 the Company closed a private placement for 2,000,000 shares at $0.02 per share.
 
 
FINANCIAL STATEMENTS
 
Moving Box, Inc.
 
June 30, 2010
 
Index

Balance Sheets as of June 30, 2010 and March 31, 2010 (unaudited)     F-11  
         
Statements of Operations for the Three Months Ended June 30, 2010 and the Period From January 1, 2010 (inception) through June 30, 2010 (unaudited)
     F-12  
         
Statements of Cash Flows for the Periods April 1 through June 30, 2010 and January 1, 2010 (inception) through June 30, 2010 (unaudited)
     F-13  
         
Notes to the Financial Statements      F-14- F-18  
                                                                       
 
MOVING BOX, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 30, 2010 AND MARCH 31, 2010
 
 
ASSETS
 
June 30,
   
March 31,
 
   
2010
   
2010
 
     (unaudited)        
CURRENT ASSETS
           
   Cash
  $ 6,883     $ 25,823  
     Total current assets     6,883       25,823  
                 
TOTAL ASSETS
  $ 6,883     $ 25,823  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
   Loan payable
  $ 100,200     $ -  
   Interest payable
    1,399       -  
     Total current liabilities     101,599       -  
                 
STOCKHOLDERS' EQUITY
               
Common stock, $0.000001 par value, 95,000,000 shares authorized; issued & outstanding
    5       -  
      4,500,000 as of June 30, 2010
               
Preferred stock, $0.000001 par value, 5,000,000 shares authorized; issued & outstanding -0- as of
               
      June 30, 2010
    -       -  
   Additional paid in capital
    154,245       37,600  
   Deficit accumulated during the development stage
    (248,966 )     (11,777 )
     Total stockholders' equity     (94,716 )     25,823  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 6,883     $ 25,823  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-11
 
 
MOVING BOX, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 31, 2010, AND
THE PERIOD FROM JANUARY 1, 2010 (INCEPTION) THROUGH JUNE 30, 2010
(DEVELOPMENT STAGE COMPANY)
 (unaudited)
 
         
DEVELOPMENT STAGE
 
   
APRIL 1, 2010
   
JANUARY 1,
2010
 
   
THROUGH
   
THROUGH
 
   
JUNE 30, 2010
   
JUNE 30, 2010
 
             
             
REVENUE
  $ -     $ -  
                 
OPERATING EXPENSES
               
Production costs
    133,036       143,051  
Professional fees
    53,912       53,912  
General and administrative
    50,241       52,003  
Total operating expenses
    237,189       248,966  
                 
NET INCOME (LOSS)
    (237,189 )     (248,966 )
                 
BASIC AND DILUTED EARNINGS PER SHARE
  $ (0.09 )   $ (0.13 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    2,719,780       1,964,286  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
MOVING BOX, INC.
  STATEMENTS OF CASH FLOW
FOR THE PERIODS APRIL 1 THROUGH JUNE 30, 2010 AND
JANUARY 1, 2010 (INCEPTION) THROUGH JUNE 30, 2010
(DEVELOPMENT STAGE COMPANY)
 (unaudited)
     
APRIL 1, 2010
THROUGH
   
DEVELOPMENT STAGE
JANUARY 1, 2010 THROUGH
 
    JUNE 30, 2010     JUNE 30, 2010  
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net loss
  $ (237,189 )   $ (248,966 )
                 
Change in assets and liabilities
               
    Increase / Decrease in accrued liabilities
    101,599       101,599  
          Net cash used in operating activities
    (135,590 )     (147,367 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     Issuance of stock
    5       0  
     Contributution of capital
    116,645       154,250  
          Net cash provided by financing activities
    116,650       154,250  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (18,940 )     6,883  
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    25,823       0  
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 6,883     $ 6,883  
                 
Supplemental Disclosures of Cash Flow Information                
                 
Cash paid for income taxes   $ -           
Cash paid for interest   $ -           
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
Moving Box, Inc.
(A Development Stage Company)
Notes to the Financial Statements
 
 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Moving Box, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company. The Company intends to commence operations to acquire scripts for movie opportunities, to produce the related movies and to sell, lease, license, distribute and syndicate the movies and develop other related media products related to the movies.

On March 23, 2010 Moving Box, Inc. acquired 100% of the Member Interests in Moving Box Entertainment, LLC, a North Carolina limited liability company, in exchange for assumption of their debts and obligations.
 
The inception date is January 1, 2010, because the prior entity, Moving Box Entertainment, LLC, was under common control.
 
BASIS OF PRESENATATION
 
The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
 
REVENUE RECOGNITION
 
Revenue is recognized when it is realized or realizable and earned. Moving Box considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, payment for the item clears, and the goods have been shipped or delivered to the customer.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.  There was no such deferred revenue as of March 31, 2010, and June 30, 2010.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2010 and March 31, 2010,  there were no cash equivalents.
 
DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined by FASB guidelines.

FINANCIAL INSTRUMENTS

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Companys financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740  Accounting for Income Taxes  as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
 
F-15

BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.  Moving Box had no common stock equivalents outstanding at March 31, 2010.  At March 31, 2010, there were 4,500,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was 0.00.

 RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Companys financial statements.

 In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Companys financial statements.

 In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

 In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the products essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

 The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

 
 
F-16
 
NOTE 2 - GOING CONCERN
 
Moving Box’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $248,966 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2010, all of which raise substantial doubt about Moving Box’s ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK

Moving Box issued 4,500,000 shares of common stock (founder’s shares) to the President and Director of the Company .
 
NOTE 5 – INCOME TAXES

The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2030 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $248,966 at June 30, 2010. The significant components of the deferred tax asset as of December 31, 2010 are as follows:

 Net operating loss carryforwards   $ (74,690 )
 Valuation allowance       74,690  
 Net deferred tax asset     $   -  

 
NOTE 6 – SUBSEQUENT EVENTS

On July 13, 2010, the President loaned the Company an additional $10,000 making the total loan $100,210.
 
In July of  2010 the Company closed a private placement for 2,000,000 shares at $0.02 per share.
 
We retained the services of Uptone Pictures, Inc., an unrelated third party, to be the production company for the production and post production of the motion. Under the Production Agreement with Uptone, we will pay Uptone $264,200 to fund the production of the Movie as well as 50% of our Net Profits in the Movie, if any, as defined in the Production Agreement, payable quarterly. All payments made under the Royalty Agreement will be treated as costs and deducted in determining our Net Profit in the Movie.
 
Subsequent events have been evaluated through the date the financial statements were available to be issued.
 
 
PROSPECTUS
MOVING BOX INC.
Dated _____________, 2010

Selling shareholders are offering up to 2,000,000 shares of common stock.  The selling shareholders will offer their shares at $.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OFFICERS AND DIRECTORS

Our Articles of Incorporation provide that no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer, except for the payment of dividends in violation of Delaware law.  Our Bylaws provide, in pertinent part, that the Company shall indemnify any person made a party to or involved in any civil, criminal or administrative action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Company, or of any corporation which such person served as such at the request of the Company, against expenses reasonably incurred by, or imposed on, such person in connection with, or resulting from, the exercise of such action, suit, proceeding or appeal thereon, except with respect to matters as to which it is adjudged in such action, suit or proceeding that such person was liable to the Company, or such other corporation, for negligence or misconduct in the performance of such persons duties as a director or officer of the Company.  The determination of the rights of such indemnification and the amount thereof may be made, at the option of the person to be indemnified, by (1) order of the Court or administrative body or agency having jurisdiction over the matter for which indemnification is being sought; (2) resolution adopted by a majority of a quorum of our disinterested directors; (3) if there is no such quorum, resolution adopted by a majority of the committee of stockholders and disinterested directors of the Company; (4) resolution adopted by a majority of the quorum of directors entitled to vote at any meeting; or (5) Order of any Court having jurisdiction over the Company.  Such right of indemnification is not exclusive of any other right which such director or officer may have, and without limiting the generality of such statement, they are entitled to their respective rights of indemnification under any bylaws, agreement, vote of stockholders, provision of law, or otherwise in addition to their rights under our Bylaws.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
 
 
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.
 
ITEM
 
AMOUNT
 
       
SEC Registration Fee*
 
$
3
 
Legal Fees and Expenses
   
10.000
 
Accounting Fees and Expenses*
   
10,000
 
Miscellaneous
   
4,997
 
Total*
 
$
25,000
 

* Estimated Figure

RECENT SALES OF UNREGISTERED SECURITIES

Moving Box issued 4,500,000 shares of common stock (founder’s shares) to the President and Director of the Company a non-U.S. citizen or resident. We valued these shares at par value of $0.000001 per share.

During June to August 2010, we sold 2,000,000 shares to 31 non-U.S. investors at a price of $.02 per share.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

·  
None of these issuances involved underwriters, underwriting discounts or commissions;
·  
We placed Regulation S required restrictive legends on all certificates issued;
·  
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
·  
No direct selling efforts of the Regulation S offering were made in the United States.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·  
Access to all our books and records.
·  
Access to all material contracts and documents relating to our operations.
·  
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
 
 
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

 
■
None of these issuances involved underwriters, underwriting discounts or commissions;
     
 
■
We placed Regulation S required restrictive legends on all certificates issued;

 
■
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
     
 
■
No direct selling efforts of the Regulation S offering were made in the United States.

 In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

 
■
Access to all our books and records.
     
 
■
Access to all material contracts and documents relating to our operations.

 
■
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

EXHIBITS
 
Item 2    
  1 Acquisition of Moving Box Entertainment LLC
     
Item 3    
  1 Articles of Incorporation of Moving Box Inc.
  2 Bylaws of Moving Box Inc.
  3 Moving Box Entertainment LLC Articles of Organization
     
Item 4    
  1 Form of common stock Certificate of Moving Box Inc. (1)
     
Item 5    
  1 Legal Opinion of Williams Law Group, P.A.
     
Item 10    
  1 Royalty Rights Agreement
  2 Production Agreement
  3 Wilcken Note
Item 21    
    Moving Box Entertainment LLC
     
Item 23    
  1 Consent of M&K CPAS, PLLC
  2 Consent of Williams Law Group, P.A.   (included in Exhibit 5.1)
 
All other Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable to this filing.

(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.
 
 
UNDERTAKINGS

The undersigned registrant hereby undertakes:
 
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
 
 
SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wake Forest NC on  August 4th, 2010.

Moving Box Inc.

Title
 
Name
 
Date
 
Signature
             
President
 
Andreas Wilcken, Jr.
  August 10th, 2010  
/s/ Andreas Wilcken, Jr.
  
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on  the date indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
       
 
   
/s/ Andreas Wilcken, Jr.
 
Andreas Wilcken, Jr.
 
President, Principal Executive Officer, Principal Financial Officer,
  August 10th, 2010
        Principal Accounting Officer, Director    
             
/s/ Jonathan Seelbinder
 
Jonathan Seelbinder
 
Secretary, Director
   
 
EXHIBIT 2.1
 
Moving Box Entertainment, LLC
 
Resolution authorizing Plan of Exchange
 
RESOLVED, that the Plan of Exchange by and between Moving Box Entertainment. LLC, a North Carolina limited liability company, and Moving Box Inc.. a Delaware corporation, as prepared and presented to this meeting, be. and hereby is. unanimously adopted and approved. Upon execution, the Plan of Exchange shall make Moving Box Inc. the sole member of Moving Box Entertainment. LLC.  A copy of this Plan of Exchange shall be attached to these minutes.
 
EXHIBIT 3.1
 
State of Delaware
Secretary of State
Division or Corporations
Delivered 12:13 PM 02/25/2010
FILED 11:53 AM 02/25/2010
SRV 100205691 - 4792685 FILE

 
CERTIFICATE OF INCORPORATION
 
OF
 
Moving Box Inc.
 
The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter I, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:
 
FIRST : The name of the corporation is Moving Box Inc. (hereinafter called the
 
"Corporation").
 
SECOND : The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1811 Silverside Road, Wilmington, Delaware 19810, in the County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Vcorp Services, LLC.
 
THIRD : The nature of the business and the purposes to be conducted and promoted by the Corporation are as follows:
 
To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
 
FOURTH : The total number of shares of stock which the Corporation shall have authority to issue is 100,000,000, which shall consist of (i) 95,000,000 shares of common stock, $.000001 par value per share (the "Common Stock"), and (ii) 5,000,000 shares of preferred stock, $.000001 par value per share (the "Preferred Stock").
 
The Preferred Stock may be issued in one or more scries, from time to time, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the "Board"), subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:
 
(i)  The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board increasing such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;
 
 
1
 
 
(ii)  The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Common or Preferred Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non-cumulative:
 
(iii)  The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;
 
(iv)  Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
 
(v)  Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;
 
(vi)  Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
 
(vii)  The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or upon the distribution of assets of the Corporation; and
 
(viii)  Any other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Certificate oflncorporation.
 
The holders of shares of the Preferred Stock of each series shall be entitled, upon liquidation or dissolution or upon the distribution of the assets of the Corporation, to such preferences, if any, as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock. Whenever the holders of shares of the Preferred Stock shall be entitled to receive a preferred distribution and have been paid the full amounts to which they shall be entitled, the holders of shares of the Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.
 
 
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  FIFTH : The name and the mailing address of the incorporator are as follows:
     
   NAME MAILING ADDRESS
     
  Angela McSharry 20 Robert Pitt Drive, Suite 214 Monsey, New York 10952
 
SIXTH : The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation.
 
SEVENTH : The Corporation shall have perpetual existence.
 
EIGHTH : The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
 
NINTH : The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
 
 
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IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed and acknowledged this Certificate of Incorporation.
 
Date: February 25, 2010
By:
 / s/Angela McSharry  
    Angela McSharry,  
    Incorporator  
 
 
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EXHIBIT 3.2
 
 
 
 
CORPORATE BYLAWS
 
Moving Box Inc. A
Delaware Corporation
 
 
 
 
 
 
 
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CORPORATE BYLAWS
Moving Box Inc. A
Delaware Corporation

 
A rticle i - Shareholders' M eetings
 
Section 1. Annual meeting.   The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the time and place designated by the Board of Directors of the Corporation. The annual meeting of shareholders for any year shall be held no later than thirteen (13) months alter the last preceding annual meeting of shareholders. The Secretary shall give personally, by mail, or electronic mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting to each shareholder entitled to vote at such meeting, written notice stating the place, date, and hour of the meeting. If mailed, the notice shall be addressed to the shareholder at his or her address as it appears on the record of shareholders of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices be mailed to a different address, in which case it shall be mailed to the address designated in the request. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Any notice of meetings may be waived by a shareholder by submitting a signed waiver either before or after the meeting, or by attendance at the meeting.
 
Section 2. Special meeting.   Special meetings of shareholders, other than those regulated by statute, may be called at any time by the Board of Directors or the Chief Executive Officer, and must be called by the Chief Executive Officer upon written request of the holders of not less than ten percent (10%) of the outstanding shares entitled to vote at such special meeting. Written notice of such meetings stating the place, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each shareholder of record in the same manner as notice of the annual meeting. Notice of special meeting may be waived by submitting a signed waiver or by attendance at the meeting.
 
Section 3. Quorum . The presence, in person or by proxy, of the holders of one-third (33.33%) of the outstanding shares entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business at all meetings of shareholders. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting to a future date at which a quorum shall be present or represented. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called. When a specified item of business is required to be voted on by a class or series, a majority of the shares of such class or scries shall constitute a quorum for the transaction of such item of business by
 
that class or series. After a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
 
Section 4. Record dale . The directors may fix in advance a date not less than ten (10) nor more than sixty (60) days, prior to the date of any meeting of the shareholders or prior to the last day on which the consent or dissent of or action by the shareholders may be effectively expressed for any purpose without a meeting, as the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
 
Section 5. Vol inn.   A shareholder entitled to vote at a meeting may vote at such meeting in person or by proxy. Except as otherwise provided by Delaware General Corporation Law or the Certificate of Incorporation, every shareholder shall be entitled to one (1) vote for each share standing in his or her name on the record of shareholders. Except as herein or in the Certificate of Incorporation otherwise provided, all corporate action shall be determined by vote of a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
 
 
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Treasury shares shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
 
At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.
 
Shares standing in the name of another Corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or. in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.
 
Shares held by an administrator, executor, guardian or conservator may be voted by him. either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him. either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
 
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.
 
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge or his nominee shall be entitled to vote the shares so transferred.
 
On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefore, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
 
Section 6. Proxies.   Every proxy must be dated and signed by the shareholder or by his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the shareholder executing it. except where an irrevocable proxy is permitted by statute.
 
The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.
 
If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that person present, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

 
Section 7. Action without a meeting . Pursuant to §228 of the Delaware General Corporation Law. any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the shareholders entitled to vote on such matter having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The writing or writings shall be filed with or entered upon the records of the Corporation. Notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidated or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.
 
 
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Section 8. Not ice of Adjourned Meetings.   When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If. however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.
Section 9. ( 'oting Record.   Pursuant to §219 and 220 of the Delaware General Corporation Law. the officers or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or register of the Corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.
 
If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
 
Section 10. Voting Trusts.   Any number of shareholders of this Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares. The voting trust agreement must be a written agreement and must be file with the registered office of the Corporation in Delaware. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the Corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder or record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.
 
Section 11. Shareholders' Agreements.   Two (2) or more shareholders of this Corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the Corporation as provided by law. Nothing therein shall impair the right of this Corporation to treat the shareholders of record as entitled to vote the shares standing in their names.
 
 
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  A rticle ii - D irectors
 
Section 1. Number and qualifications.   The entire Board of Directors shall consist of two (2) natural persons, all of whom shall be of the age and capacity to make binding contractual agreements under Delaware law. The directors need not be shareholders of the Corporation or residents of the State of Delaware. The number of directors may be changed by an amendment to the Bylaws, adopted by the shareholders.
 
Section 2. Manner of election.   The directors shall be elected at the annual meeting of shareholders by a plurality vote except as otherwise prescribed by statute.
 
Section 3. Election and Term of office . Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.
 
Section 4. Duties and powers.   The Board of Directors shall have control and management of the affairs and business of the Corporation. The directors shall in all cases act as a Board, regularly convened, and. in the transaction of business the act of a majority present at a meeting except as otherwise provided by law or the Certificate of Incorporation shall be the act of the Board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with law or these Bylaws.
 
Section 5. Meetings.   The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the shareholders, and other regular meetings of the Board shall be held at such times as the Board may from time to time determine.
 
Special meetings of the Board of Directors may be called by the Chairman of the Board. Chief Executive Officer, or upon the written request of any two (2) directors.
 
Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
 
 
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Section 6. Notice of meetings . No notice need be given of any regular meeting of the Board. Notice of special meetings shall be served upon each director cither in person, electronic mail or by U.S. mail addressed to him at his last-known post office address, at least two (2) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted thereat. At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.
 
Notice of a meting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
 
Section 7. Place of meeting.   The Board of Directors may hold its meeting either within or outside the State of Delaware, at such place as may be designated in the notice of any such meeting.
 
Section 8. Quorum . At any meeting of the Board of Directors, the presence of a majority of the Board shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting to some further time.
 
Section 9. Voting . At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.
 
Section 10. Action without a meeting.   Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting in a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.
 
Section 11. Compensation.   The Board of Directors shall have the authority to fix the compensation of directors.
 
Section 12. Vacancies.   Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy. The director thus chosen shall hold office for the unexpired term of his or her predecessor and the election and qualification of his or her successor.
 
Section 13. Removal of directors.   Any director may be removed either with or without cause, at any time, by a vote of the shareholders holding a majority of the shares then issued and outstanding and who were entitled to vote for the election of the director sought to be removed, at any special meeting called for that purpose, or at the annual meeting. Except as otherwise prescribed by statute, a director may be removed for cause by vote of a majority of the entire Board.
 
 
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Section 14. Resignation.   Any director may resign at any time, such resignation to be made in writing and to take effect immediately without acceptance.
 
Section 15. Duties of Directors.   A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A director who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.
 
Section 16. Director Conflicts of Interest.   No contract or other transaction between this Corporation and one (1) or more of its directors, or any other corporation, firm, association or entity in which one (1) or more of the directors of this Corporation are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:
 
a)            The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors: or
 
b)            The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
 
c)            The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the board, a committee or shareholders.
 
Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes approves or ratifies such contract or transaction.
 
Section 17. Executive and Other Committees.   The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one (1) or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:
 
 
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a)      approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,
 
b)      designate candidates for the office of director, for purposes of proxy solicitation or otherwise,
 
c)      fill vacancies on the Board of Directors or any committee thereof.
 
d)      amend the Bylaws
e)      authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or
 
f)       authorize or approve the issuance or sale of, or any contract to issue or sell shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefore, and, in the case of a series, the designation thereof, may. pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.
 
The Board of Directors, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee, who may act in the place and stead of any member or members at any meeting of such committee.
 
A rticle iii - O fficers
 
Section 1. Officers and qualifications.   The officers of the Corporation shall be a Chief Executive Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine. The failure to elect a Chief Executive Officer. Secretary or Treasurer shall not affect the existence of this corporation.
 
Section 2. Election.   All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of shareholders.
 
Section 3. Term of office.   All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.
 
Section 4. Removal of   officers.   Any officer may be removed either with or without cause by the vote of a majority of the Board of Directors.
 
Section 5. Duties of officers.   The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:
 
 
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Chief Executive O fficer
 
a)            The Chief Executive Officer shall preside at all meetings of the Board of Directors and at all meetings of the shareholders.
 
b)            The Chief Executive Officer shall present at each annual meeting of the shareholders and directors to report of the condition of the business of the Corporation.
 
c)            The Chief Executive Officer shall cause to be called regular and special meetings of the shareholders and directors in accordance with the requirements of Delaware General Corporation Law and of these Bylaws.
 
d)            The Chief Executive Officer shall appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers, subject to the approval of the Board of Directors.
 
e)            The Chief Executive Officer shall sign all certificates representing shares.
 
f)             The Chief Executive Officer shall enforce these Bylaws and perform all the duties incident to such office and which are required by law. and, generally, shall supervise and control the business and affairs of the Corporation.

 
Secretary
 
a)            The Secretary shall keep the minutes of the meetings of the Board of Directors and of the shareholders in appropriate books.
 
b)            The Secretary shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the shareholders of the Corporation.
 
c)            The Secretary shall be custodian of the records and seal of the Corporation and shall affix the seal to the certificates representing shares and other corporate papers when required.
 
d)            The Secretary shall keep at the principal office of the Corporation a book or record containing the names, alphabetically arranged, of all persons who are shareholders of the Corporation, showing their places of residence, the number and class of shares held by them respectively, and the dates when they respectively became the owners of record thereof. The Secretary shall keep such book or record and the minutes of the proceedings of its shareholders open daily during the usual business hours, for inspection, within the limits prescribed by law. by any person duly authorized to inspect such records. At the request of the person entitled to an inspection thereof, the Secretary shall prepare and make available a current list of the officers and directors of the Corporation.
 
 
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e)            The Secretary shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received by the Secretary.
 
f)             The Secretary shall perform all the duties incident to the office of Secretary of the Corporation and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.
 
Treasurer
 
a)            The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit such funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.
 
b)            The Treasurer shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.
 
c)            The Treasurer shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required, and shall make a full financial report at the annual meeting of the shareholders.
 
d)            The Treasurer shall further perform all duties incident to the office of Treasurer of the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.
 
Other Officers
 
Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.
 
Section 6. Vacancies . All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.
 
Section 7. Compensation of officers.   The officers shall receive such salary or compensation as may be fixed by the Board of Directors.
 
 
 
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A rticle I V - Seal
 
Section 1. Seal.   The seal of the Corporation shall be as follows:
 
 
 
 
 
 
A rticle V - S tock C ertificates
 
Section 1. Certificates.   The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the Chief Executive Officer, and by the Secretary or the Treasurer, and sealed with the seal of the Corporation or a facsimile. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.
 
The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number and class or series of such shares, and the date of issue. Each certificate shall state the registered holder's name, the number and class of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.
 
Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request a full statement of such restrictions.

 
Section 2. Subscriptions . Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine. If default shall be made in the payment of any installment as required by such resolution, the Board may declare the shares and all previous payments thereon forfeited for the use of the Corporation, in the manner prescribed by statute.
 
Section 3. Transfer of shares.   The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation by the registered owner, or by his duly authorized attorney, upon surrender of the certificate duly and properly endorsed with proper evidence of authority to transfer. The Corporation shall issue a new certificate for the shares surrendered to the person or persons entitled thereto.
 
Section 4. Return certificates.   All certificates for shares changed or returned to the Corporation for transfer shall be marked by the Secretary "Cancelled." with the date of cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue. The returned certificate may be inserted in the certificate book.
 
 
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Section 5. Lost, Stolen, or Destroyed Certificates.   The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.
 
A rticle VI - B ooks and R ecords
 
Section 1. Books and Records.   This Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.
 
This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record or its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any. of the shares held by each.
 
Section 2. Shareholders' Inspection Rights . Pursuant to §220(a)( 1) of Delaware General Corporation Law, any record or beneficial holders of Corporation stock may inspect the books and records of the Corporation upon written demand stating the purpose thereof, and shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose. The Corporation shall grant the inspection of its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom within five (5) days of the demand.
 
Section 3. Financial Information.   Not later than four (4) months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.
 
Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.
 
 
12
 
 
The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in Delaware, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.
 
A rticle VI - D ividends
 
Section 1. Declaration of dividends.   The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus of the Corporation, whenever in the exercise of its discretion it may deem such declaration advisable, except when the Corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation or Delaware General Corporation Law. Such dividends may be paid in cash, property, or shares of the Corporation, subject to the following provisions:
 
a)            Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus, and the amount per share paid form such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.
 
b)            Dividends may be declared and paid in the corporation's own treasuryshares.
 
c)            Dividends may be declared and paid in the corporation's own authorizedbut unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:
 
1)            If a dividend is payable in  shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.
2)            If a dividend is payable in shares without a par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares: and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

d)   No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.
 
e)   A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.
 
 
13
 
 
A rticle VII - Bus, Notes, Etc.
 
Section 1. Execution.   All bills payable, notes, checks, drafts, warrants, or other negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers as the Board of Directors shall from time to time by resolution direct.
 
No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, or warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt or liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.
 
A rticle VIII - O ffices
 
The principal office of the Corporation shall be located in the City of Wilmington. Delaware. The Board of Directors may change the location of the principal office of the Corporation and may. from time to time, designate other offices within or without the state as the business of the Corporation may require.
 
A rticle IX - A mendments
 
Section 1. Manner of amending.   These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of the holders of a majority of the shareholders entitled to vote in the election of any director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each shareholder of record entitled to vote at such meeting at his last-known post office address at least ten days before the date of such annual or special meeting, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board. However, any Bylaws adopted by the Board may be altered, amended, or repealed by the shareholders.
 
A rticle X - W aiver of N otice
 
Section 1. Authority to waive notice. Whenever under the provisions of these Bylaws or of any statute any shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every shareholder or director entitled to such notice in writing waives the requirements of these Bylaws in respect thereto.
 
 
14
 
 
A rticle XI - Provisions
 
Should any Article or provision in the Bylaws of this Corporation be found to be contrary to Delaware law. said item shall be considered null and void, just as if it had never appeared in these Bylaws, and it shall not affect the validity of any other Article, provision, or these Bylaws as a whole. In such an instance, the Article or provision shall be amended in the proper procedure to comply with applicable law.
 
End of Bylaws adopted by the Board of Directors.
 
 
 
 
15
 
EXHIBIT3.3
 
  NORTH CAROLINA
Department of The Secretary of State
 
 
To all whom these presents shall come, Greetings:
 
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
 
ARTICLES OF ORGANIZATION
 
OF
 
MOVING BOX ENTERTAINMENT, LLC
 
the original of which was filed in this office on the 1st day of January, 2010.
 
   
 
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 5th day of January, 2010.
 
 
Certification C200935100331-1 Referenced C200935100331-1 Page: 1 of 3
Verity this certificate online at www.secretary.state.nc.us/verification

 
1
 
 
 
 
Secretary of  North Carolina
Department of the Secretary of State
 
SOSID: 1130222
Date Filed: 12/31/2009 3:48:00 PM
Effective: 1/1/2010
Elaine F. Marshall
North Carolina Secretary of State
C200935100331
 
 
Limited Liability Company
ARTICLES OF ORGANIZATION
 
 
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.
 
1.   The name of the limited liability company is: Moving Box Entertainment. LLC
 
2.   If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: {If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)
 
3.   The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both. Note: This document must be signed by all persons listed here).
 
Britton HL Allen (executing as organizer)
3737 Glenwood Ave., Suite 100
Raleigh, NC 27612
 
4. The street address and county of the initial registered office of the limited liability company is:
 
Number and Street 222 E. Jones Ave.
 
City, State, Zip Code Wake Forest, NC 27587 County: Wake
 
5.  The mailing address, if different from the street address, of the initial registered office is:
 
6.  The name of the initial registered agent is Sarah Colgan
 
7.  Principal office information: (Select either a or b.)
 
 a. x The limited liability company has a principal office.
 
The street address and county of the principal office of the limited liability company is:
 
Number and Street: 222 E. Jones Street
City, State, Zip Code: Wake Forset, NC 27587 County: Wake
 
The mailing address, if different from the street address, of the principal office of the corporation is:
 
b. o The limited liability company does not have a principal office.
 
 
2
 
 
8.  Check one of the following:
 
_____(i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.
 
x        (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C~3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.
 
9.  Any other provisions which the limited liability company elects to include are attached.
 
10.  These articles will be effective upon January 1,2010
 
This is the 17th day of December  , 2009
     
       
 
 
 
    Signature  
       
      Britton H. Allen (organizer)  
 
 
NOTES:
 
1.  Filing fee is $125. This document must be filed with the Secretary of State.
 
CORPORATIONS DIVISION
(Revised January 2002}
    P.O. Box 29622  
RALEIGH, NC 27626-0622
(FormL-01)
 
 
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EXHIBIT 5.1
 
WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL  33611
Phone:  813.831.9348
Fax:  813.832.5284


 
August 10, 2010

Moving Box, Inc.
 
Re: Registration Statement on Form S-1

Gentlemen:

Our firm has acted as your counsel in the preparation on a Registration Statement on Form S-1 (the "Registration Statement") filed by you with the Securities and Exchange Commission covering 2,000.000 shares of Common Stock of Moving Box, Inc. filed on August 11, 2010 (the "Stock").

In so acting,  we have examined and relied upon such records,  documents and other  instruments  as in our judgment are necessary or  appropriate in order to express the opinion  hereinafter  set forth and have assumed the  genuineness of all signatures,  the authenticity of all documents submitted to us as originals,
and the  conformity  to original  documents  of all  documents  submitted  to us certified or photostatic copies.  This opinion is based upon the laws of the state of Delaware.
 
Based on the foregoing, we are of the opinion that:

1.  The Stock is duly and validly issued, fully paid and nonassessable.

2.  The issuance of the Stock has been duly authorized.

We hereby consent to the use of this opinion in the Prospectus discussion of the opinion in and to being named as in the “Expert” section of the Registration Statement.

Very truly yours,

Williams Law Group, P.A.
 
         
/s/ Michael T. Williams, Esq.
   
 
 
By: Michael T. Williams, Esquire, President
   
 
 
For the Firm
   
 
 
EXHIBIT 10.1
 
ROYALTY RIGHTS AGREEMENT
 
This Royalty Rights Agreement (“Agreement”) is made and entered into this ____ day of ________________, 2010, by and between Moving Box Entertainment, LLC, its successors and assigns, a North Carolina limited liability company of 222 East Jones Avenue, Wake Forest, North Carolina 27587 (“Moving Box”), and Garrett, LLC, its successors and assigns, a Kentucky limited liability company of 3505 Castlegate Court, Lexington, Kentucky 40502, Ian McKinnon, #2302, 4801 Bonita Bay Boulevard, Bonita Springs, Florida 34134, and Brad Miller, PO Box 487, Hamilton, Indiana 47642 (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”).

WHEREAS, Moving Box is a production company in the business of producing, developing and exploiting various media projects such as movies, documentaries, television programs, and audio programs for use and application in the entertainment marketplace; and

WHEREAS, Moving Box desires to produce a movie entitled “A Box for Rob”, and further desires to sell, lease, license, distribute and syndicate the movie and develop other related media products and platforms related to “A Box For Rob” as a for-profit enterprise (the movie and development of other related media products and platforms and the, sale, lease, license, distribution, and syndication for profit are hereinafter collectively referred to as the “Project”); and

WHEREAS, Moving Box desires to grant and convey royalty rights in and to the  Project in return for funding; and

WHEREAS, the Investors desire to provide funding for the Project in return for royalty rights in and to the Project, all under the terms and conditions set forth herein.

NOW, THEREFORE, for an in consideration of the funds provided by the Investors and the royalty granted by Moving Box, and in further consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged by all parties, Moving Box and the Investors agree as follows:

1.   FUNDING AND INVESTORS.    As of the execution of this Agreement, the Investors have paid Moving Box the sum of $154,000.00 for use in the Project, the receipt of which is acknowledged by Moving Box.
 
1.1.  Royalty Ownership.  The Royalty reserved and granted in § 2.2 herein shall be owned and divided among the Investors, their heirs, executors, administrators, successors and assigns as follows:
 
 
1
 
 
Name and Address Contribution Royalty Percentage Interest
     
GARRETT, LLC $25,000 16.23%
3505 Castlegate Court    
Lexington, Kentucky 40502    
     
Ian McKinnon $104,000 67.53%
#2302, 4801 Bonita Bay Boulevard    
Bonita Springs, Florida 34134    
     
Brad Miller $25,000  16.23%
PO Box 487    
Hamilton, Indiana 47642    
                                                                                        
 
     2.   REPAYMENT TO INVESTORS AND GRANT OF ROYALTY . Moving Box hereby agrees, represents and warrants to the Investors that it shall repay the Investors the amount of their contribution or investment and grants to the Investors the royalty under the terms set forth herein.

2.1.   Definitions .  The following terms are defined for purposes of this Agreement as follows:

a.   Content.        Any materials, products or assets relating to the Project which are or may be utilized or applied on any media platform and sold worldwide including, but not limited to, movies, DVDs, plays, soundtracks, storylines or screenplays, articles, adaptations, internet use or revenue, cell phone or mobile technologies or applications, books, games, articles or other written product, logos, images or taglines for use in merchandising, any form of merchandise, all rights, licenses, renewals, reissues and adaptations of the story or ideas relating to the movie or the Project in any media form, whether foreign or domestic, and including production or filming credits or incentives, recordings, and money received from any source, in any way related to “A Box For Rob” or concerning the Project during the term of this Agreement and including any and all reissues and releases.

b.   Revenue .  All monies received by Moving Box from the worldwide sale, lease, license, release, distribution, syndication, theatrical release, theatrical and box office sales, residuals, renewals, reproductions in any format, pay-per-view, internet and mobile licensing fees or revenue, merchandising sales or licenses in any way related to the Content or Project.

c.   Costs .  Out-of-pocket expenses and third party fees incurred by Moving Box for the manufacturing, distribution, syndication, sale, leasing or licensing of the Content, including third party distributor fees, manufacturing costs for DVD’s or other product, publication fees, and sales fees incurred by Moving Box and related to the manufacturing, distribution and syndication of the Content.  The term “Costs” excludes all production costs, wages and salaries in any form, including, but not limited to (i) actor and cinematography expenses, wages or fees, (ii) payments to contractors and related wages, salaries or expenses (iii) expenses related in any way to set production, rentals, equipment fees, equipment rentals, costume design, production, purchase or rental (iv) set, or prop rentals, (v) and any other costs or expenses related to the production of the movie and the Project. The term “Costs” shall further exclude any payment or obligation of Moving Box to the Investors or other persons or entities providing funds or loaning money to Moving Box or for the Project, or any other creditors of Moving Box, and excludes any and all salaries or distributions or any payments to Moving Box, its officers, owners, or directors.

d.   Net Revenue .  Net Revenue means the Revenue less the Costs.
 
 
2
 

2.2.   Repayment to Investors .  The Investors shall be repaid the amount of their investment by Moving Box, before payment to any other investors or creditors of Moving Box, the first $154,000.00 in Net Revenue received by Moving Box. The Investors shall be repaid simultaneously in accordance with, and in proportion to, their contribution and percentage of ownership set forth in § 1.1 of this Agreement.  Repayment to the Investors shall be made monthly and begin immediately upon the receipt of Net Revenue by Moving Box.

2.3.   Royalty .  During the term of this Agreement, Moving Box hereby grants to the Investors collectively, an exclusive, worldwide and royalty bearing right and license to 40% of the Net Revenue derived, or in any way generated by, or related to, the Content and Project (“Royalty”).  Following the repayment to the Investors’ as set forth in § 2.2 above, Moving Box shall thereafter on a monthly basis pay and distribute the Royalty to the Investors in proportion to each investor’s contribution and percentage of ownership in the Royalty as set forth in § 1.1. Each Investors’ ownership interest or share in the Royalty shall be severable, alienable, inheritable, and assignable.

 3.   REPORTS .  On or before the 10 th day of each month during the term of this Agreement, Moving Box shall furnish each of the Investors at the place then fixed for the payment of the Royalty, a statement of Net Revenue and calculation of the Royalty paid for the preceding calendar month.
 
On or before the 10 th day following each calendar quarter, Moving Box shall submit a statement to each of the Investors, satisfactory to the Investors in form and substance, and certified as correct by Moving Box’s president or chief executive officer, showing the amount of Revenue for such quarterly period, together with an itemization of all claimed Costs deducted therefrom in calculating the Net Revenue paid as Royalty during said quarter.  Said Quarterly statements shall be furnished to each of the Investors at the place then fixed for the payment of Royalties.

 Moving Box shall furnish to each of the Investors annual statements for said preceding calendar year, satisfactory to the Investors in form and substance, showing the amount of Revenue for such period together with an itemization of all claimed Costs deducted therefrom in calculating Net Revenue for purposes of the Royalty payments.  Said annual statements shall be furnished to each of the Investors at the place then fixed for the payment of royalties on or before the 30 th day following the end of each calendar year.
 
 
3
 

 4.   AUDIT RIGHTS .  Moving Box shall prepare and keep at its principal place of business for a period of not less than three (3) years (i) adequate books and records (conforming to generally accepted accounting practices, consistently applied) showing the Revenue, Costs, and Net Revenue for each month through the term of this Agreement, and (ii) all documents and data supporting the books and records of Moving Box including, but not limited to, receipts, invoices, cancelled checks, ledgers, account books, or any other supporting documentation or data.  The Investors, or their duly-authorized representative, may, during regular business hours, inspect the records of Moving Box concerning the Revenue, Costs, and calculation of Net Revenue and the Royalty payments, provided such inspection is commenced within three years after the receipt by the Investors of a certified quarterly statement or annual statement hereinabove required.  If the audit shall disclose a deficiency in Royalty payments for such period audited of less than 5%, Moving Box shall promptly pay to the Investors the Royalty due as a result of such deficiency, if any.  If such audit shall disclose a deficiency in Royalty payments of 5% or more, then Moving Box shall promptly pay the Investors the Royalty due on such deficiency, if any, together with interest at 8% per annum and Moving Box shall pay the costs and fees of such audit.

 5.   TERM .  The term of this Agreement shall begin on the date of execution and shall continue for the full term of all applicable copyrights and trademarks, and all extensions and renewals thereof, concerning or in any way related to the Project or the Content, or for so long as the Project or Content produces any Revenue, whichever occurs last.

 6.   MOVING BOX OBLIGATIONS .  Moving Box represents and warrants to the Investors that it shall meet the following responsibilities and obligations.

a.   Moving Box shall be solely responsible for the production, sale, leasing, licensing, distribution, and syndication of the Content and all aspects of the Project, and shall be solely responsible for payment to actors, cinematographers, crew, contractors, lenders, governmental taxing authorities or any other creditors of any sort or nature.

b.   Moving Box has obtained all rights and licenses to copyrights, trademarks, names and trade names, screenplays, authorship, ideas, intellectual property or work product necessary for the Project and Content.

c.   Moving Box shall comply with all applicable laws, rules and codes and shall produce, market, sell, lease, license, promote and distribute the Content and conduct the Project in a professional and workmanlike manner and with due diligence all of a quality that is consistent with other producers or production companies in the industry of like experience and funding.

d.   Upon written request from the Investors, Moving Box shall provide Investors with any requested information concerning the liabilities of Moving Box or any threatened liabilities, circumstances, or contingencies that have or may interfere with the Royalty payment to the Investors.
 
 
4
 

e.   Upon written request from the Investors, Moving Box shall provide the Investors with written documentation and reports verifying and detailing the progress of the Project, including promotions, screenings, distributions, sales or any other developments concerning the Project, the Content, or otherwise impacting the Royalty due the Investors.

f.   Moving Box represents and warrants that it has the right to undertake its obligations contained in this Agreement and to supply the marketplace and worldwide territory contemplated by this Agreement with the Content, and by doing so, does not and will not infringe on the intellectual property rights of any third party.

 7.   INDEMNITY TO INVESTORS .  The Investors shall have no liability or responsibility other than the payment of funds to Moving Box as set forth in this Agreement.  Investors shall further have no liability or responsibility for any payments to any third parties or creditors of Moving Box, nor to any third party, contractor or employee for any personal injury or property damage arising out of the Project.  Nothing contained in this Agreement shall be construed to create a relationship between Moving Box and the Investors as a joint venture or partnership, and Moving Box hereby agrees to fully indemnify and hold Investors harmless, and to defend the Investors against any and all claims of any sort or nature arising out of the Project or Content.

 8.   SERVICE OF NOTICE .  Any written notice in connection with this Agreement shall be sent by certified mail, return receipt requested, or overnight mail with delivery confirmation to the following addresses.  Nonetheless, a written notice or other communication actually received and verified by the receiving party as having been received shall be adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address.

Moving Box Entertainment, LLC
222 East Jones Avenue
Wake Forest, North Carolina  27587
Attention:  Michael Davis

Investors:

GARRETT, LLC
3505 Castlegate Court
Lexington, Kentucky 40502
Attention:  Mike Heitz and Cory Heitz

Ian McKinnon
#2302, 4801 Bonita Bay Boulevard
Bonita Springs, Florida 34134

Brad Miller
PO Box 487
Hamilton, Indiana 47642
 
 
5
 

 9.   ENTIRE AGREEMENT .  This document contains the entire Agreement between the parties regarding the matters contained herein and constitutes the final, complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein.  Nonetheless, this Agreement does not replace or supersede all prior written agreements between the parties except to the extent of a conflict between this Agreement and any other written agreement between the parties. In such case the terms and conditions of this Agreement shall govern and supersede any inconsistent or conflicting terms contained in any other agreement between the parties.

 10.   SEVERABILITY .  If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and any other provisions of this Agreement will remain in full force and effect.

 11.   JURISDICTION .  This Agreement and all matters or disputes arising therefrom shall be governed and construed in accordance with the laws of the State of North Carolina and venue shall be in the County of Wake or in the Federal Courts applicable to the County of Wake, North Carolina.

 12.   SUCCESSORS AND ASSIGNS .  This Agreement shall be binding upon, and shall inure to the benefit of the parties signing this Agreement, as well as their heirs, successors and assigns.

 13.   COUNTERPARTS .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one in the same instrument.

 14.   TIME IS OF THE ESSENCE .  Time is of the essence for this Agreement and all provisions thereof.

     This Agreement has been executed by the parties either individually or by and through their duly-authorized officers, owners or agents.
 
  MOVING BOX ENTERTAINMENT, LLC
  By:     ______________________________
  Title:  ______________________________
 
 
INVESTORS:
   
 
GARRETT, LLC
  By:     ______________________________
  Title:  ______________________________
   
   ____________________________________
  IAN MCKINNON
   
   ____________________________________
 
 
6
 
 
EXHIBIT 10.2
 
CONTRACT AGREEMENT
Appointment of
Production Services

March 5th, 2010

This Contractual Agreement is executed on March 5, 2010 between Moving Box Entertainment, LLC.  With offices located at 222 E. Jones Ave., Wake Forest, NC  27587, herein referred to as “MBE” and Uptone Pictures Inc.   with offices located at 704 Richland Bluff CT. Wake Forest NC 27587 herein referred to as “UP”.  This is the appointment of Uptone Pictures by Moving Box Entertainment, LLC to be the production company for the motion picture entitled: A BOX FOR ROB.

CONTRACT AGREEMENT:

MBE   agrees to appoint UP to be the production company motion picture “ A BOX FOR ROB”.

GENERAL TERMS:

MBE AGREES TO:

1)    
Provide the cash resources based on budget for the production for the production of the film A BOX FOR ROB, which amount is $254,200.
2)    
Manage with UP “A BOX FOR ROB”
3)    
Pay quarterly to UP 50% of all Net Revenue received by MBE in connection with “A BOX FOR ROB”

a.  
Revenue .  All monies received by MBE from the worldwide sale, lease, license, release, distribution, syndication, theatrical release, theatrical and box office sales, residuals, renewals, reproductions in any format, pay-per-view, internet and mobile licensing fees or revenue, merchandising sales or licenses in any way related to “A BOX FOR ROB.”

b.  
Costs .  Out-of-pocket expenses and third party fees incurred by MBE for the manufacturing, distribution, syndication, sale, leasing or licensing of the Content, including third party distributor fees, manufacturing costs for DVD’s or other product, publication fees, and sales fees incurred by MBE and related to the manufacturing, distribution and syndication of the Content.  The term “Costs” includes all production costs, wages and salaries in any form, including, but not limited to (i) actor and cinematography expenses, wages or fees, (ii) payments to contractors and related wages, salaries or expenses (iii) expenses related in any way to set production, rentals, equipment fees, equipment rentals, costume design, production, purchase or rental (iv) set, or prop rentals, (v) and any other costs or expenses related to the production of the movie and the Project. The term “Costs” shall include any payment or obligation of MBE to the Investors under a Royalty Rights Agreement or other persons or entities providing funds or loaning money to MBE or for the Project or any other creditors of MBE not related to the Project, but excludes any and all salaries or distributions or any payments to MBE’s managing members.

c.  
Net Revenue .  Net Revenue means the Revenue less the Costs.
 
 
1
 
 

UP AGREES TO:

1)  
Deliver a completed project to MBE within the budget which means:
a.  
Edited
b.  
Color corrected
c.  
Music and SFX
d.  
Mastered
e.  
Ready for Distribution
2)  
Provide MBE with Marketing Materials
3)  
Provide MBE with a distribution strategy
4)  
Provide MBE with ways to maximize the exploitation of the motion picture “A BOX FOR ROB”.
5)  
Pay for all out-of-pocket costs for the foregoing as agreed.

Terms and Conditions

The above proposal is private and the intellectual content is to remain confidential for the purpose of securing a mutually beneficial undertaking for both parties.

1.  
Notices.   All notices, demands or consents required or permitted under this Agreement will be in writing and will be delivered, sent by facsimile or mailed certified return receipt requested to the respective parties at the addresses set forth above or at such other address as such party will specify to the other party in writing.  Any notice required or permitted by the provisions of this Agreement will be conclusively deemed to have been received on the day it is delivered to that party by U.S. Mail with acknowledgment of receipt or by any commercial courier providing equivalent acknowledgment of receipt.
 
 
2
 
 

2.  
Governing Law.   The Uniform Commercial Code as enacted by the State of North Carolina will govern this Agreement, and all rights and obligations of the parties.  Any disputes hereunder will be heard in the appropriate federal and state courts located in Wake County, NC.

3.  
Entire Agreement.   The parties acknowledge that this Agreement expresses their entire understanding and agreement, and that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth in this section.  The parties further acknowledge that this Agreement supersedes, terminates and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between the Buyer and the Seller with respect to the matters expressly set forth in this Agreement.

 

We have carefully reviewed this contract and agree to and accept its terms and conditions.  We are executing this Agreement as of the day and year first written above.


 
Moving Box Entertainment, LLC Uptone Pictures, Inc.
 
 
3
 
 
 
 
Andreas Wilcken Jr. Michael Davis
Moving Box Entertainment, LLC Uptone Pictures Inc.
 
 
4
 
                                                                                                                                                                 
EXHIBIT 10.3
 
PROMISSORY NOTE

 
Principal amount:  $110,200.00

Date:   July 13, 2010

The undersigned hereby promises to pay Andreas Wilcken, Jr. the sum of One Hundred and Ten Thousand Two Hundred Dollars ($110,200) representing the following advances from Mr. Wilcken on the following dates:

April 8, 2010 - $28,600.00
 
May 5, 2010 - $71,600.00
 
July 13, 2010 - $10,000.00
 
For a total of $110,200.00

This Note bears interest at the rate of 8% per annum and is payable out of the first funds which the undersigned is entitled to retain under the Production Agreement and Royalty Agreement as further described in the undersigned’s registration statement on Form S-1 to be filed with the SEC.

The undersigned and all other parties to this note, whether as endorsers, guarantors or sureties, agree to remain fully bound until this note shall be fully paid and waive demand, presentment and protest and all notices hereto and further agree to remain bound notwithstanding any extension, modification, waiver, or other indulgence or discharge or release of any obligor hereunder or exchange, substitution, or release of any collateral granted as security for this note. No modification or indulgence by any holder hereof shall be binding unless in writing; and any indulgence on any one occasion shall not be an indulgence for any other or future occasion. Any modification or change in terms, hereunder granted by any holder hereof, shall be valid and binding upon each of the undersigned, notwithstanding the acknowledgement of any of the undersigned, and each of the undersigned does hereby irrevocably grant to each of the others a power of attorney to enter into any such modification on their behalf. This note shall take effect as a sealed instrument and shall be construed, governed and enforced in accordance with the laws of the State of Nevada.

Moving Box, Inc.


By:  _______________________
        Andreas Wilcken, Jr., President

Exhibit 23.1
 
 
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
  Moving Box, Inc.
 
We hereby consent to this inclusion in this Registration Statement on Form S-1, of our report dated July 22, 2010, of Moving Box, Inc. relating to the financial statements as of March 31, 2010, and the reference to our firm under the caption “Experts” in the Registration Statement.
 
 
  /s/ M&K CPAS, PLLC
 
 Houston, Texas
 
August 6, 2010