SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         October 26, 2010

Andreas Wilcken, Jr.
President
Moving Box Inc.
222 E . Jones Ave.
Wake Forest, NC 27587

Re: Moving Box Inc.
 Amendment  No. 1 to
Registration Statement on Form S-1
Filed October 12 , 2010
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated
September 7, 2010 and have the following additional comments.   Please note t hat the
page numbers referenced below correspond to the marked copy provided by counsel.

General

1. We note your response to our prior comment s 1 and 2 .  Please provide us with
your analysis as to what other facts and circumstances as well as how  granting
immediate registration rights to the selling shareholders do not support the
proposition that the selling shareholders acquire d these shares with a view to
distribution.  As part of your analysis, p lease include a  discussion regarding  how
long the selling s hareholders have held the shares, the circumstances under with
they received the shares and the amount of the shares being sold as well as
whether any of the selling shareholders have any agreements or understandings to
resell these shares.  To the extent there were any agreements to grant immediate
registration rights to the selling shareholders, please file such agreement s as an
exhibit to your registration statement.

Registration Statement Cover Page

2. We note your response to our prior comment six.  Please tell us whether you are
calculating the registration fee based on the number of securities offered or the
maximum aggregate offering price .

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 2

Summary Information and Risk Factors, page 1

Business, page  1

3. We note your response to our prior comment eig ht.  Please revise your disclosure
to include the month you will run out of funds without the addition of capital.
Additionally, please revise to disclose how much in funds you anticipate you will
need in order to finance your business over the next 12 mo nths and your plans for
obtaining these funds.

4. We note your response to our prior comment 10.  Please revise to disclose the use
of the remaining amount of the Wilcken Note that was not used to make the
movie.  We note that the Wilcken Note was in the amo unt of $110,200, but that
you appear to have used only $100,200 for the production of the movie.

5. We note your response to our prior comment 11 .  Please revise to clarify the
second bullet on page two.  The second to last sentence states that “Costs”
exclu de payments to the Investors, persons or entities providing funds or loaning
money, yet the last sentence suggests that “Costs” includes such payments.
Additionally, the definition of “Costs” in the Production A greement filed as
Exhibit 10.2 to the regist ration statement includes all production costs, wages and
salaries while the definition in the prospectus does not include such items.  Please
also revise the Description of Business section as appropriate.

6. Please define the terms “Investors ,” “Moving Box,” and “MBE ” which are used
throughout the section and the term “Moving Box LLC” used on pages three and
20.

7. Please revise to clarify the first sentence in the last bullet on page two.

8. We note your response to our prior comment 12 and Mr. Wilcken’s a ffidavit that
Uptone Pictures and its officers and directors are not affiliates within the meaning
of Rule 144.  In your affidavit, you state that you and members of management of
Uptone Pictures have acted together on other business ventures, not limited to
Seven Worldwide.  Given this fact and the observations noted in our prior
comment, please explain to us and in your filing all relationships between and
among Uptone Pictures, Moving Box, Mr. Wilcken, and Mr. Davis.

9. We note your response to our prior c omment 13  and reissue our comment .  Please
state in this section that you have no binding contracts, agreements or
commitments regarding the distribution of the Movie .  Please also advise when
you anticipate that the movie will be ready for distribution.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 3

The Offering, page 3

10. We note your response to our prior comment 16.  Please revise the disclosure in
the second sentence of the second paragraph of this section so that it conforms to
the disclosure in the first paragraph on page ii.

Financial Summary, page 4

11. We note that the summary balance sheet data included on page 4 of your filing
does not agree with your balance sheets as of March 31, 2010 and June 30, 2010.
Please revise your disclosure as appropriate.

Risk Factors, page 5

Our executive office rs receive no compensation, page 7

12. We note your response to our prior comment 20.  Please revise this risk factor to
define the term “significant profitable operations. ”  Please similarly revise the
disclosure in the last paragraph on page 31.

Our primar y manag ement has no experience, page 8

13. We note your response to our prior comment 22 and reissue our comment.  Please
quantify the anticipated costs of being a public company, such as your legal,
accounting and other expenses, so that investors can better  understand this risk.
In this regard, we note that the disclosure may have been inadvertently added to
the last full risk factor on page 6 and that this disclosure is inconsistent with the
disclosure in the last full paragraph on page 26 which anticipate s these costs to be
less than $25,000 annually.

Because the manual exemption is a non issuer exemption , page 9

14. We note your response to our prior comment 23.  Please tell us why the manual
exemption impacts the registration of securities under federal se curities laws,
which appears to be the focus of your discussion.  Additionally, please revise to
disclose any effect the manual exemption  may have  on your ability to raise equity
through future issuances  in light of relevant state law requirements .

Becaus e we do not have an audit or compensation committee, page 9

15. While we note your disclosure in this risk factor that one of your board members
is an independent director, it appears that all of the  directors listed in the table of
Directors, Executive Offic ers, Promoters, and Control Persons on page 14 are also
officers of the company.  Please advise.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 4

Description of Business, page 18

Business, page 18

16. Please revise to clarify the amount of cash raised in the last bullet on page 18.

17. We note your response to our prior comment 26  and reissue in part .  Please revise
to define the term “Net Profit.”   Additionally, please revise your disclosure to
discuss the impact these agreements will have on your future profitability.

Distribution, page 21

18. We note your re sponse to our prior comment 28.  Please revise throughout the
discussion to clarify what may be sold , what may be licensed , and what may be
leased .

Competition, page 23

19. While we note your disclosure in the first bullet that you have all of your funding
in place, this appears to conflict with the disclosure in the last paragraph of the
Milestones section on page 27 which states you need to secure additional funds
for the last two steps listed in that  table.  Please revise your disclosure for
consistency or  please advise.

Management’s Discussion and Analysis an d Results of Operations, page 24

Liquidity and Capital Resources, page 26

20. Please provide further disclosure regarding management’s oral agreement to
provide funds “ upon the same terms as the Wilcken  Note described above if [you]
do not generate sufficient funds from operations or other sources .”  Disclose
which members of management have made this pledge , whether there is a dollar
limit to each amount pledged , and whether each currently has such fund s
available .

21. In the first paragraph of your disclosure regarding liquidity and capital resources,
you state that the Wilcken Note “is payable prior to any payments to Uptone
under the Production Agreement.”  However, this disclosure does not appear
consis tent with your disclosure regarding the “Flow of Fund/Payments from Net
Revenue” on pages 2 and 19 of your filing.  In this regard, your disclosure
regarding the “flow of funds” suggests that Uptone begins to share in the
distribution of funds immediately after the repayment of $154,250 to your
“Investors,” pursuant to Section 2.2 of your Royalty Rights Agreement.  Please

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 5

reconcile your disclosure, as appropriate .  Additionally, page 26 states that the
Wilcken Note is payable “only after all amounts due to investors under the
Royalty Agreement have been paid. ”  However, this disclosure does not appear
consistent with your disclosure regarding the “Flow of Fund/Payments from Net
Revenue” on pages 2 and 19 of your filing, which suggests ongoing payments
under the Royalty Agreement.

Milestones, page 27

22. We note your disclosure in the table that the movie will be completed in October
2010.  Please advise as to whether you have completed the movie or please revise
the table accordingly.

Certain Relationships an d Related Transactions, page 28

23. We note that the Royalty Rights Agreement is listed in Note 5 to your March 31,
2010 financial statements and your June 30, 2010 financial statements but is not
included in this section.  Please advise  or please revise your  disclosure
accordingly to include the Royalty Rights Agreement in this section .

Market  For Common Equity and Related Stockholder Matters, page 28

OTC Bulletin Board Qualifications for Quotation, page 29

24. We note your response to our prior comment 25.  P lease similarly revise your
disclosure in this section or please advise.

Reports to Shareholders, page 30

25. We note your response to our prior comment 34 .  Plea se remove the phrase “or
other information requirements of the 1934 Act” as this implies that, a s a 15(d)
company, you would not be required to supply any 1934 Act reports.

Audited Financial Statements for Period Ended March 31, 2010

Notes to the Financial Statements

Note 6 – Subsequent Events, page F -10

26. We have reviewed your response to our prio r comment 37.  However, we note
that your disclosure regarding the outstanding loan payable balance was not
revised in the “Subsequent Events” footnote (i.e., Note 6) to your audited
financial statements.  Please revise your disclosure, as appropriate.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 6

Unaudited Financial Statements for Interim Period Ended June 30, 2010

Statements of Cash Flow, page F -14

27. Please refer to the $101,599 that was added back to your reported net loss for
purposes of determining the “net cash used in operating activities.”  We  note that
$100,200 of this reconciling item relates to cash received in connection with an
interest bearing loan entered into with Mr. Andreas Wilcken, Jr.  As such, it
appears that the $100,200 should have been classified within “Cash flows from
financin g activities” in your statements of cash flow.  Please revise your
statements of cash flow accordingly, or advise.

Part II

Recent Sales of Unregistered Securities, page 36

28. We note your response to our prior comment 41.  Please revise this section to
include the date of sale of the common stock to your President and the title of
securities sold to 31 non -U.S. investors.

Undertakings, page 38

29. Please revise the undertakings to provide the undertaking set forth in Item
512(a)(6) of Regulation S -K or please  advise .

Exhibit 2.2

30. We note your response to our prior comment 43.  It appears that Exhibit 2.2 does
not contain the schedules listed on page 3 of the agreement.  Please file the
complete agreement as an exhibit to your next amendment.

Exhibit 5.1

31. Please revise the first paragraph of the opinion to include any amendments to the
registration statement that are filed.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing inclu des the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of th e disclosures they have made.

Andreas Wilcken, Jr.
Moving Box Inc.
October 26, 2010
Page 7

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

the action of the Commission or the staff, acting pursuan t to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of ef fectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acc eleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they rel ate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact Jeffrey Se ars at (202) 551 -3302 or Lyn Shenk  at (202) 551 -3505
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3574 with any other questions.

        Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Michael Williams, Esq.
 Fax: (561) 416 -2855