SecProbe.io

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

         March  4, 201 1

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

Re: Moving Box Inc.
 Amendment No. 3 to
Registration Statement on Form S-1
Filed February 17, 2011
File No. 333-168738

Dear Mr. Wilcken :

We have received your response to our prior comment letter to you dated January
10, 2011  and have the following additional comments.

General

1. We note your response to our prior comment one.  Please revise the Plan of
Distribution section beginning on page 18 to state that the selling shareholders
may be deemed underwriters.

2. Please refer to our prior comment three.  We note that you h ave revised your
disclosure to identify Uptone Pictures, Inc. as a related party.  However, you have
not disclosed the nature of the relationship between your company and Uptone
Pictures, Inc., as suggested in our prior comment.  In this regard, we note th at
Footnote 6 to your financial statements for both the period ended March 31, 2010
and the period ended December 31, 2010 should be revised to describe the
relationship between your company and Uptone Pictures, Inc.  Refer to FASB
ASC 850 -10-50-1 for furt her guidance.  In addition, we believe that it would be
appropriate for you to disclose the nature of this relationship in all other sections
of your filing that discuss the retention of Uptone Pictures, Inc.’s services under
the Production Agreement.   For example please revise the Certain Relationships
and Related Transactions section on page 34 to discuss the basis on which Uptone
Pictures, Inc. is a related person.  Please revise your other disclosure, as
appropriate.

Andreas Wilcken, Jr.
Moving Box Inc.
Page 2
March 4, 2011

Registration Statement Cover Page

3. We note your response to our prior comment four and your revised language in
footnote 1 to the Calculation of Registration Fee Table.  As the original price of
$.02 per share does not appear to result in a bona fide estimate of the maximum
offering price  as the $0.02 per share price was the original price paid by selling
shareholders and this prohibited them from making any profit on sales unless and
until there was  an active trading market, please revise the Amount of the
Registration Fee column and pay the fee of $7.13 based on the $.05 per share
price or advise.

Summary Information and Risk Factors, page 5

Business, page 5

4. We note your response to our prior comment five.  Please revise to update the
statement on page five that “we will run out of money in March 2010.”   Please
also revise this paragraph to include disclosure that you anticipate needing a
minimum of $30,000, in addition to the $25,000 you estimate to become and stay
a public company, to finance your business for the next twelve month s.  Please
revise the Description of Business section as appropriate.

Flow of Funds/Payments  from Revenue, page 7

5. We note your responses to our prior comments seven and eight.  Please revise
your discussion in this section to remove the footnotes contain ing the specific
amendments to the Royalty Rights Agreement, Production Agreement and
Wilcken Note and instead provide a discussion of how the flow of funds currently
operates among the three agreements as amended.   Please revise the Description
of Busines s and Management’s Discussion and Analysis of Financial Condition
and Results of Operations sections as appropriate.

6. Additionally, please revise your disclosure to discuss how you will determine
when amounts can be paid to the Investors pursuant to Sectio n 2.2 of the Royalty
Rights Agreement and amounts can be paid under the Wilcken Note given the
language in the Royalty Rights Agreement which states that those amounts shall
not be paid until MBE distributes to Moving Box, Inc. “an amount equal to all
funds necessary to fund operating expenses of Moving Box, Inc. on an on -going
basis” and in the Wilcken Note which states that no payment shall be made under
the note unless Moving Box, Inc. “has sufficient funds to pay its operating
expenses” and payments on the note will be made only “to the extent and in
amounts above the amounts Moving Box, Inc. must retain to pay its operating
expenses on an on -going basis.”   Please also clarify what constitutes “operating
expenses” and whether such operating expenses will  include salaries.  Please

Andreas Wilcken, Jr.
Moving Box Inc.
Page 3
March 4, 2011

revise the Description of Business and Management’s Discussion and Analysis of
Financial Condition and Results of Operations sections as appropriate.

7. We note that you amended your Production Agreement on January 13, 2011.  In
connection with that amendment, you increased the percentage of “Net Revenue”
that Uptone Pictures, Inc. is entitled to from 50% to 91.67%.  However, you have
not revised your disclosure regarding the “flow of funds/payments from revenue”
to reflect this inc rease.  Please revise your disclosure throughout you document,
as appropriate.

8. We note your disclosure in the second to last paragraph of this section that A Box
for Rob will be ready for distribution in early 2011.  Please update your disclosure
as appropriate.   Please revise the Description of Business section as appropriate.

Financial Statements for the Period Ended March 31, 2010
Balance Sheet, page F -3

9. Please refer to our prior comment 16.  We note that your balance sheets and
statements of cash flows for the periods ended March 31, 2010 and December 31,
2010 continue to refer to the $37,600 and $154,250 received from “Investors” as
of March 31, 2010 and  December 31, 2010, respectively, as “related party
advances.”  However, we note that you previously determined that there is not a
related party relationship between your company and the Investors.  As such,
please revise your disclosure.

Financial Stat ements for the Interim Reporting Period Ended December 31, 2010
Notes to the Financial Statements
Note 6 – Related Party Transactions, page F -19

10. We note that you amended your Production Agreement on January 13, 2011.  In
this regard, please expand the dis closure in your footnote to (i) state the impact of
the amendment on both the percentage of “Net Revenue” that Uptone Pictures,
Inc. is entitled to and on the flow of funds.  Please also cross -reference to the
additional discussion of the changes to your a greement at Footnote 7
(“Subsequent Events”).  Similarly, revise your disclosure in Footnote 5 to (i)
discuss the impact of the amendment to your Royalty Rights Agreement on the
flow of funds under that agreement and (ii) cross -reference to further details
regarding that amendment at Footnote 7. Lastly, please revise the “Subsequent
Events” footnote to the financial statements for the period ended March 31, 2010,
as appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing 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

Andreas Wilcken, Jr.
Moving Box Inc.
Page 4
March 4, 2011

management are in possession of all facts relating to a company’s disclosur e, they are
responsible 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 Com mission 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 reque sts for acceleration. We will
consider a written request for acceleration 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 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