As filed with the Securities and Exchange Commission on September 14, 2004
Registration No. 333-106291
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMP PRODUCTIONS, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 7812 98-0400189
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
Suite 500, 666 Burrard Street
Vancouver, British Columbia Canada V6C 2X8
(604) 639-3169
-----------------------------------------------
(Address and telephone number of principal executive offices)
Laughlin International
2533 Carson Street
Carson City, Nevada 89706
(775) 883-8484
-------------------------------------------------
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: Not
Applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
DEREGISTRATION OF SECURITIES
AMP Productions, Ltd., originally registered a best efforts, no minimum,
1,750,000 common shares ("Shares") maximum offering at a price of $0.10
per share. The Shares were registered for sale to the public on a Registration
Statement on Form SB-2 (File No. 333-106291 (the "Registration Statement").
We have sold 1,063,400 of the Shares registered under the Registration
Statement. The offering was terminated on June 16, 2004. Accordingly, we
hereby amend the Registration Statement to withdraw from registration
the 686,600 Shares that remain unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia, Canada, on August 31, 2004.
AMP PRODUCTIONS, LTD.
By: /s/ Thomas E. Mills
--------------------------------
Thomas E. Mills
President, Chief Principal
Accounting Officer and a
Director
Pursuant to the requirements of the Securities Act of 1933
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Thomas E. Mills
- ------------------------ President, Chief Financial August 31, 2004
Thomas E. Mills Officer and a Director
/s/ Fidel Thomas
- ----------------------- Secretary, Vice-President August 31, 2004
Fidel Thomas and a Director