Mail Stop 03-05
January 10, 2005
Via U.S. Mail and Fax (604) 639-3196
Mr. Thomas Mills
President and Director
AMP Productions, Ltd.
500-666 Burrard Street
Vancouver, BC V6C 2X8
CANADA
Re: AMP Productions, Ltd.
Registration Statement on Form SB-2, filed on December 21,
2004
File No. 333-121503
Dear Mr. Mills,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Cover Page
1. On page 9, we note that you provide your basis of determining
the
offering price of your common stock. But here, you state that the
offering price of your common stock was arbitrarily determined.
Please revise or advise.
2. Please delete your statement, "This is our initial public
offering," which is inconsistent with disclosure elsewhere.
3. In future amendments please ensure that the prospectus is dated
the day of the filing. Refer to Item 501(a)(12).
Prospectus Summary, page 3
AMP Productions, Ltd., page 3
4. Somewhere in the introductory paragraphs, please disclose that
your auditors have issued a going concern opinion.
5. Your disclosure elsewhere suggests that the ultimate role you
envision is that you hope to be a part of the development,
production
and marketing of low budget motion pictures, not that you plan of
doing that all yourself. Please revise for consistency.
6. We refer to the fourth paragraph. We do not understand the
reason
for reoffering the exact number of shares you previously withdrew
since according to the disclosure it will still leave you
radically
under funded. Please add disclosure explaining your reason.
7. We note the disclosure that you have only acquired two options
on
screenplays from one of your two principals in almost two years.
If
this is because you have been unable to persuade unaffiliated
parties
to do business with you, please disclose.
8. Revise the statement in the seventh paragraph that you intend
to
acquire further options from "earned revenue" to provide some
realistic timeframe of the earliest you can expect such earned
revenue. Also clarify that you may never have earned revenue.
9. Considering the speculative nature of the offering, you should
name the motion picture you intend to begin pre-production on and
revise the business description to include a more expanded
description of it. If you are not able to choose which of the two
you intend to spend the proceeds on at this time, explain why at a
suitable place in the prospectus.
10. Please reposition the final sentence before The Offering on
page
4 so that it is in the first paragraph of the Summary and in bold.
Risk Factors, page 5
General
11. It appears that your president has no experience in the motion
picture industry other than as a first year associate in a law
firm.
If so, please add a risk factor about the risk that you may not
have
the expertise to implement your business plan.
12. We note that you hold options for two screenplays written by
your
vice-president, Mr. Thomas. If Mr. Thomas has never had a motion
picture produced from a screenplay that he has written, please
disclose that fact and add a risk factor about the risk that you
may
lack experience which would enable you to select screenplays that
will result in commercially successful films.
We are a development stage company, page 5
13. Revise to disclose your working capital as of the most recent
date practicable.
We will not return your investment, page 5
14. Please make a separate risk factor for the risk that if you
are
unable to sell more than 36% of the offered shares you will not be
able to develop or expand your business.
Market for Common Equity and Related Stockholder Matters, page 9
15. We note your disclosure that none of your issued shares of
common
stock are restricted from resale under Rule 144 of the Securities
Act
of 1933. Please provide us with an analysis in order to confirm
that
Mr. Mills and Mr. Thomas are not required to comply with Rule 144
with regard to the 8,000,000 shares of common stock that they own.
Management`s Discussion and Analysis or Plan of Operation, page 10
16. Refer to the first paragraph on page 11. Supplementally tell
us
how you arrived at the figure of $40,000 to engage "writers." If
you
hire two, you would be paying them each $20,000. How did you
determine that that was an acceptable rate? If you have a
separate
writer for each of the eight screenplays you discuss, it appears
that
you have budgeted $5,000 payment per writer. How were you able to
determine that this was the going rate for authors of screenplays
that are "commercially salable"?
17. Substantiate or delete the statement in the fourth paragraph
on
page 11 that during the pre-production stage you "will obtain the
commitment of a recognizable actor or director."
18. Please revise to disclose the amount of cash or cash
equivalents
for your reporting period.
19. Please revise to disclose your monthly "burn rate" and the
month
you will run out of money assuming no change in present trends.
20. Also, please disclose that your auditors have issued a going
concern opinion.
Description of Business, page 13
AMP Productions, Ltd., page 13
21. We note that Mr. Mills maintains a legal practice and that Mr.
Thomas is an officer and director of another company. Please
disclose how much time Mr. Mills and Mr. Thomas will devote to
your
company.
Security Ownership of Certain Beneficial Owners and Management,
page
26
22. Please revise your table to show the percent of common stock
owned by your directors and officers as a group. Refer to Item
403(b)(4) of Regulation S-B.
Item 27. Exhibits, page II-3
23. Please include an exhibit of your common stock instrument.
Refer
to Item 601(b)(4) of Regulation S-B.
Signatures, page II-4
24. Please revise to include a currently dated signature page.
Exhibit 5.1
25. Please revise to clarify that you are referring to "existing"
Nevada law.
26. Please revise to number and include your penultimate paragraph
with your list of conclusions.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rolaine Bancroft at (202) 824-5537 or me at
(202) 942-1850 if you have any questions.
Regards,
Max A. Webb
Assistant Director
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Mr. Thomas Mills
AMP Productions, Ltd.
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