UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported) July 13, 2005 AMP PRODUCTIONS, LTD. (Exact name of registrant as specified in its chapter) Nevada 98-0400189 (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 500-666 Burrard Street, Vancouver, British Columbia V6C 2X8 (Address of principal executive offices) (Zip Code) (604) 639-3178 Registrant's telephone number, including area code ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On July 8, 2005, AMP Productions, Ltd., a Nevada corporation (the "Registrant"), was advised by a former representative of Moore Stephens Ellis Foster Ltd. ("Moore Stephens"), who is now associated with Ernst & Young, LLP., that the merger of Moore Stephens with and into Ernst & Young LLP on May 5, 2005, effectively constituted their resignation as the Registrant's independent accountant responsible for auditing its financial statements, and that effective as of such date, Moore Stephens would no longer act as the Registrant's independent accountant. Effective on May 5, 2005, Ernst & Young LLP, the successor firm to Moore Stephens, was engaged as the independent registered public accounting firm of the Registrant. Moore Stephens' report on the Registratnt's financial statements for the year ended March 31, 2004, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that each report was modified to indicate that there was substantial doubt about the Registrant's ability to continue as a going concern. During the period covered by the report of Moore Stephens and up to the date of its resignation, the Registrant had no disagreements with Moore Stephens, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Moore Stephens, would have caused Moore Stephens to make reference to the subject matter of the disagreement in connection with its reports. DURING THE REGISTRANT'S PREVIOUS TWO FISCAL YEARS AND ANY SUBSEQUENT PERIOD THERETO, IT DID NOT CONSULT WITH ERNST & YOUNG REGARDING ANY OF THE ITEMS DESCRIBED UNDER ITEM 304(A)(1)(IV)(B), ITEM 304(A)(2) OR ITEM 304(B) OF REGULATION S-B. The Registrant has provided each of Moore Stephens and Ernst & Young LLP with a copy of this report. Attached as Exhibit 16.1 is a copy of a letter from Moore Stephens agreeing with the statements made in this report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMP PRODUCTIONS, LTD. Date: July 13, 2005 /s/ Thomas Mills Thomas E. Mills, President & Chief Executive Officer