UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) March 13, 2006
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, BC 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 March 13, 2006, AMP Productions, Ltd. (the "Company") engaged Vellmer &
Chang, Chartered Accountants, of Vancouver, British Columbia ("Vellmer & Chang")
as its principal independent accountants to audit the Company's financial
statements. On the same date, the Company advised Ernst & Young, LLP. of
Vancouver, British Columbia ("Ernst & Young") that it was dismissed as the
Company's independent accountants. The Company's Board of Directors approved the
engagement of Vellmer & Chang and the dismissal of Ernst & Young on March 13,
2006.
In connection with the audit of the Company's financial statements for the year
ended March 31, 2005, and in subsequent interim periods, there were no
disagreements with the Company's former accountants, Ernst & Young LLP and Moore
Stephens Ellis Foster, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Ernst & Young, LLP would have caused Ernst &
Young, LLP to make reference to the matter in their report.
Ernst & Young's report on the Company's financial statements for the year ended
March 31, 2005, and Moore Stephens Ellis Foster's report on the Company's
financial statement 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 years ended March 31, 2004 and March 31, 2005, the Company's former
accountant's report on the Company's financial statements contained the
modification that the Company's financial statements were prepared assuming that
the Company will continue as a going concern. Given that the Company has
suffered losses from operations and the satisfaction of liabilities and
commitments are dependent upon the Company's ability to meet its future
financing requirements and the success of its future operations, there is
substantial doubt about the Company's ability to continue as a going concern.
The Company's financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Other than the modification
regarding uncertainty of the Company's ability to continue as a going concern,
the Company's former accountant's report on the Company's financial statements
did not contain an adverse opinion, a disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles.
DURING THE COMPANY'S PREVIOUS TWO FISCAL YEARS AND ANY SUBSEQUENT PERIOD
THERETO, IT DID NOT CONSULT WITH VELLMER & CHANG 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 Company has provided each of Ernst & Young and Vellmer & Chang with a copy
of 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: March 17, 2006 /s/ Thomas Mills
Thomas Mills,
President and Chief Executive Officer