SecProbe.io

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

         January  10, 201 1

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

Re: Moving Box Inc.
 Amendment No. 2 to
Registration Statement on Form S-1
Filed December 23 , 2010
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated October
26, 2010 and have the following additional comments.

General

1. We note your response to our prior comment one.  Please advise whether the
selling shareholders intended to hold their shares for at least six months at the
time of the filing of the initial registration statement and whether any selling
sharehold er had any agreements or understandings to res ell the shares at the time
of the filing of the initial registration statement.   Additionally please explain to us
the circumstances under which the s elling shareholders  “were effectively granted
immediate regi stration rights,” as noted in the last paragraph on page four of your
response.   To the extent there were any agreements to grant immediate
registration rights to the selling shareholders, please file such agreements as an
exhibit to your registration stat ement.

2. We note that several of the disclosures  in the filing, such as the first risk factor on
page 10, the Security Ownership of Certain Beneficial Owners and Management
table on page 20 and the fourth full paragraph on page 33, provide information as
of June 30, 2010.  Please revise each of these disclosures  to provide the
information as of a more recent date.

3. Please revise your filing throughout to remove statements that Uptone Pictures,
Inc. is an unrelated third party.  Please also revise to disclose  throughout that the
principals of Moving Box and Uptone Pictures are business partners in another

Andreas Wilcken, Jr.
Moving Box Inc.
Page 2
January 1 0, 201 1

entity, Seven Worldwide, that Moving Box and Uptone have the same principal
executive office location, and that the principal of Uptone is also the initial
manager of Moving Box Entertainment, LLC.

Registration Statement Cover Page

4. We note your response to our prior comment two.  As it appears that you have
increased  the maximum aggregate offering price and paid an additional filing fee,
it does not appear that you are calculating the registration fee in accordance with
Rule 457(a).  Please revise the registration statement to recalculate the registration
fee in accordance with the appropriate rule or please advise.

Summary In formation and Risk Factors, page 5

Business, page 5

5. We note your response to our prior comment three.  Please revise this section to
move the last paragraph of this section on page 8 so that it immediately follows
the first paragraph  of this section on page 5.  Please also revise this paragraph to
clarify that, despite Mr. Wilcken orally agreeing to provide all necessary funding
upon the same terms as the Wilcken Note, Mr. Wilcken is not legally obligated to
do so and you have no bind ing contracts, agreements or commitments with  Mr.
Wilcken to provide such funding.   Finally, please revise this paragraph to clarify
that you will not have money to continue to fund your operations  through
generating revenues until you have paid the Invest ors $154, 250 and paid the
Wilcken Note in full.   Please revise the Management’s Discussion and Analysis
of Financial Conditions and Results of Operations section as appropriate.

6. We note your response to our prior comment five.  Please define the terms
“Content” and “Project” that are used in the definitions of Costs and Revenue.
Please revise the Description of Business and Management’s Discussion and
Analysis of Financial Condition and Results of Operations section s as
appropriate.

Flow of Funds/Payments from Revenue, page 7

7. It appears that the second and third bullet s on page 7 conflict with the definition
of Costs under the Royalty Rights Agreement and Section 2.3 of the Royalty
Rights Agreement .  The second and third bullet s on page 7 infer that the Wilcken
Note will be paid in full before the Investors receive 40% of the Net Revenues
under the Royalty Rights Agreement while the definition of Costs excludes any
payment or obligation of Moving Box to other persons or entities loaning money
to Moving Box  and Section 2.3 of the Royalty Rights Agreements contemplates
payment of 40% of the Net Revenues on a monthly basis following full payment

Andreas Wilcken, Jr.
Moving Box Inc.
Page 3
January 1 0, 201 1

of $154,250 .  Please revise your disclosure to clarify this discrepancy or please
advise.   Please revi se the Description of Business and Management’s Discussion
and Analysis of Financial Condition and Results of Operations section s as
appropriate.

8. Additionally, as the Wilcken Note is signed by Moving Box, Inc. as opposed to
Moving Box Entertainment, LLC, it appears that the Wilcken Note may not be
paid until the Net Revenues are split under the Production Agreement between
Uptone Pictures , Inc.  and Moving Box Entertainment, LLC.  In this regard, we
note your disclosure in the fifth bullet on page 7.  Pleas e revise your disclosure to
clarify this discrepancy or please advise.  Please revise the Description of
Business and Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections as appropriate.

The Offering, page 8

9. Please disclose the aggregate market price of your common stock based on the
proposed offering price of $0.05 per share and disclose the balance of total
stockholders’ equity at your most recent balance sheet date.

Financial Summary, page 8

10. We note that cert ain of the summarized financial information that you have
presented for the six -month period ended September 30, 2010 does not agree with
the information presented in your financial statements for the respective period.
In this regard, please reconcile yo ur summary financial information and financial
statements as appropriate.  Please also reconcile your disclosure in other areas of
your filing as appropriate.  For example, we observed similar inconsistencies in
your disclosure of (i) the deficit accumulat ed through the development stage, as
noted on page 29 and in Footnote 2 to your financial statements for the interim
period ended September 30, 2010 and (ii) your net operating loss carry -forward,
as noted in Footnote 4 to your financial statements for the  interim period ended
September 30, 2010.

Risk Factors, page 10

We will incur additional costs in being a public company, page 12

11. We note your response to our prior comment 13.  Please revise this risk factor to
clarify that Mr. Wilcken is not legally  obligated to provide any funding and you
have no binding contracts, agreements or commitments with Mr. Wilcken to
provide such funding.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 4
January 1 0, 201 1

Because the manual exemption is a non issuer exemption, page 14

12. We note your response to our prior comment 14.  Please revise this risk factor to
remove references to the manual exemption or please advise.

Selling Shareholders, page 15

13. Please revise the second paragraph of this section to clarify the selling  price of
your shares was $.02 as opposed to $.05.

Descr iption of Business, page 22

Distribution, page 25

14. Please remove reference to Netflix and Blockbuster unless you have agreements
currently in effect.

Financial Statements for the Interim Reporting Period Ended September 30, 2010
Balance Sheet, page F -11

15. Please revise your disclosure of issued and outstanding shares on your balance
sheet to reflect the 2,000,000 shares of common stock that were issued during the
interim reporting period ended September 30, 2010.

16. Based upon the revised “Related Party Transactions” footnote to your interim
period financial statements (i.e., Footnote 5) and your response to our prior
comment 23, it does not appear that the advances of $154,250 reported on your
September 30, 2010 balance sheet and the advances of $37,600 reported on your
March 31, 2010 balance sheet were made by related parties.  As such, please
revise your disclosure on each respective balance sheet and in Foonote 5 to your
financial statements for the period ended March 31, 2010.

Statements of Operation s, page F -12

17. You disclose that the weighted average number of shares of common stock
outstanding was 5,152,174 for the six -month period ended September 30, 2010
and 4,775,229 for the three -month period ended September 30, 2010.  However,
given that the 2, 000,000 shares of common stock issued in June and August were
outstanding for a greater portion of the three -month period ended September 30,
2010 than the six -month period ended September 30, 2010, it is not clear why the
weighted average number of shares  outstanding for the six -month period would
be higher than that for the three -month period.  In this regard, please revise your
disclosure or advise.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 5
January 1 0, 201 1

Statements of Cash Flow, page F -13

18. We note that you have classified the cash flows attributable to advan ces received
during the six -month period ended September 30, 2010 as cash flows from
operating activities.  In this regard, we note that your classification of such
advances appears to be both inconsistent with the classification of advances
received durin g the reporting period ended March 31, 2010 and inappropriate
based the investors’ rights to repayment of such amounts.  Furthermore, we note
that $10,000 of the $110,200 in funds loaned to you by Mr. Andreas Wilcken, Jr.
appears to have been inappropriate ly classified within the operating activities
section of your statement of cash flows.  Please reclassify each of the
aforementioned amounts to the financing activities section of your statement of
cash flows.

Back Cover Page of Prospectus

19. Please advise  as to why the back cover page of the prospectus has been deleted.
Alternatively, please revise your filing to include a back cover page to the
prospectus.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the fil ing to be certain that the filing includes 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
responsi ble for the accuracy and adequacy of the disclosures they have made.

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 pursuant 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 effectiveness 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 w ritten request for acceleration of the effective date of the registration

Andreas Wilcken, Jr.
Moving Box Inc.
Page 6
January 1 0, 201 1

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 relate 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 Sears 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