[GRAPHIC OMITED] AMP PRODUCTIONS, LTD. 500-666 Burrard Street Vancouver, B.C. V6C 2X8 tel: (604)639-3178 fax: (604)639-3196 January 31, 2005 VIA EDGAR & COURIER - ---------------------- Max A. Webb Assistant Director Office of Small Business Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: AMP PRODUCTIONS, LTD. REGISTRATION STATEMENT ON FORM SB-2 AMENDMENT NO. 1, FILED DECEMBER 21, 2004 FILE NO. 333-121503 Dear Mr. Webb: In connection with the above-captioned filing, we are filing with the Commission, via Edgar, the following documents relating to the registration of Common Stock: A. Pre-Effective Amendment No. 2 to our Registration Statement on Form SB-2 (the "Registration Statement"); and B. A copy of the Registration Statement that has been marked to indicate the changes to the Registration Statement made by Pre-Effective Amendment No. 2. The Registration Statement has been amended to respond to the Staff's letter of non-accounting comments dated, January 27, 2005. Our responses to the Staff's comments are set forth below in the following paragraphs numbered to correspond to the comments in the Staff's letter. Any capitalized terms used in this letter shall have the meanings ascribed to them in the Registration Statement. PROSPECTUS SUMMARY, PAGE 3 - ----------------------------- 1. In response to the Staff's comment, we have added dislosure "Our Business" subsection of the Description of Business to discuss our approach to selecting screenplays (pages 11 and 21 of the Prospectus). RISK FACTORS, PAGE 6 - ----------------------- 2. In response to the Staff's comment, we have added a revised risk factor titled "We will not return your investment" (page 6 of the Prospectus). MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, PAGE 12 - --------------------------------------------------------------------------- 3. In response to the Staff's comment, we advise that we have added a paragraph to our disclosure that discusses script fees in Vancouver (page 11 of the Prospectus). Should the Staff need additional information or have questions concerning our response, please do not hesitate to contact us. Yours very truly, /s/Thomas Mills Thomas E. Mills President & CEO Enclosures