As filed with the Commission on September 9, 2008 Securities Act File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMP PRODUCTIONS, LTD.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
7812
(Primary Standard Industrial Classification Code Number)
98-0400189
(I.R.S. Employer Identification No.)
3044 Bloor Street West
Suite 1444
Toronto, Ontario M8X 2Y8
647.456.9521
(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 PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed Proposed
Class of Maximum Maximum Maximum Amount of
Securities to Number of Shares Offering Price Aggregate Registration
be Registered to be Registered per Share (1) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock 2,000,000 $ 0.04 $ 80,000 $ 3.14
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act and based upon 2,000,000
shares of common stock to be sold in this offering.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
AMP PRODUCTIONS, LTD.
2,000,000 SHARES OF COMMON STOCK
PRICE: $0.04 PER SHARE
This prospectus relates to the resale by the selling stockholder of up to
2,000,000 shares of common stock of AMP Productions, Ltd., a Nevada Corporation,
which may be resold by the selling security holder named in this prospectus.
The shares of our common stock were acquired by the selling stockholder from one
of our former officers and directors in a private resale that was exempt from
registration under Regulation S, promulgated under the Securities Act of 1934.
The selling stockholder has advised us that she will sell the shares of common
stock from time to time in the open market, in privately negotiated transactions
or a combination of these methods, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.
The selling stockholder may be deemed an underwriter of the shares of common
stock that she is offering. We will not receive any proceeds from this offering
and have not made any arrangements for the sale of common stock by the selling
stockholder. However, we have received proceeds from the sale of shares of
common stock that are presently outstanding. We will pay the expenses of
registering these shares.
Investing in our common stock involves risks. Before making any investment in
our securities, you should read and carefully consider risks described in the
"Risk Factors" section beginning on page 5 of this prospectus.
Our common stock is registered under Section 12(g) of the Securities Exchange
Act of 1934, and is listed on the Over-The-Counter Bulletin Board under the
symbol "AMPC". The last reported sales price per share of our common stock as
reported by the Over-The-Counter Bulletin Board on September 1, 2008 was $0.04.
You should rely only on the information contained in this prospectus or any
prospectus supplement or amendment thereto. We have not authorized anyone to
provide you with different information. This prospectus may only be used where
it is legal to sell these securities. The information in this prospectus is
only accurate on the date of this prospectus, regardless of the time of any sale
of securities.
AN INVESTMENT IN OUR STOCK IS EXTREMELY SPECULATIVE AND INVOLVES SEVERAL
SIGNIFICANT RISKS. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO INVEST UNLESS
THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE URGE ALL PROSPECTIVE
INVESTORS TO READ THE "RISK FACTORS" SECTION OF THIS PROSPECTUS BEGINNING ON
PAGE 5 AND THE REST OF THIS PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY AMP
PRODUCTIONS, LTD. WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING
STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE SALE
IS NOT PERMITTED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 9, 2008.
1
TABLE OF CONTENTS
Page
Prospectus Summary 3
Risk Factors 4
Forward-Looking Statements 6
Use of Proceeds 7
Determination of Offering Price 7
Dilution 7
Selling Stockholder 7
Market For Common Equity and Related Stockholder Matters 7
Description of Business 8
Description of Property 12
Management's Discussion and Analysis of Financial Condition and Result of
Operations 12
Legal Proceedings 14
Directors, Executive Officers, Promoters and Control Persons 14
Executive Compensation 15
Security Ownership of Certain Beneficial Owners and Management 16
Description of Securities 16
Plan of Distribution 16
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities 18
Legal Matters 18
Experts 18
Changes in and Disagreements With Accountants On Accounting and Financial
Disclosure 18
Available Information 18
Index To Financial Statements F-1
2
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT MAY BE IMPORTANT TO PROSPECTIVE INVESTORS. EACH PROSPECTIVE
INVESTOR IS URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY BEFORE MAKING AN
INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
As used in this prospectus, unless the context otherwise requires, "we", "us",
"our" or "AMP" refers to AMP Productions, Ltd. "SEC" refers to the Securities
Exchange Commission. "Securities Act" refers to the Securities Act of 1933, as
amended. "Exchange Act" refers to the Securities Exchange Act of 1934, as
amended.
OUR BUSINESS
We were incorporated on February 27, 2003, under the laws of the State of
Nevada. We are a development stage independent motion picture studio with our
principal office located at Suite 1444, 3044 Bloor Street West in Toronto,
Ontario, Canada M8X 2Y8. Our telephone number is 647.456.9521. Our facsimile
number is 647.439.3785.
We develop, produce, market, and distribute low-budget feature-length films to
movie theaters and ancillary markets. Since inception, we have earned no
revenue, and have suffered recurring losses and net cash outflows from
operations. We expect to continue to incur substantial losses to complete the
development of our business. We have funded operations through common stock
issuances and unrelated third party loans in order to meet our strategic
objectives. We have not established any other source of equity or debt
financing. There can be no assurance that we will be able to obtain sufficient
funds to continue the development and pre-production of motion pictures, or that
we will be able to produce and sell our motion pictures. As a result of the
foregoing, our auditors have expressed substantial doubt about our ability to
continue as a going concern.
We do not have sufficient capital to independently finance our own productions.
Accordingly, most of our financial resources have been devoted to financing
development activities, which includes the acquisition of options on
screenplays, and underlying literary works.
We do not presently have any options on screenplays or other literary works. We
have not produced a motion picture since our inception. There can be no
assurance that we will ever produce a motion picture or than any motion picture
we produce will be distributed or, if distributed, will return our initial
investment or make a profit.
We currently have no employees other than our sole officer and director, who
devotes five hours per week to our operations. We do not intend to hire any
employees for the next twelve months.
THE OFFERING
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Number of shares offered by selling stockholder: Up to 2,000,000 shares
Number of shares outstanding after the offering: 9,750,000 shares
Use of proceeds: We will not receive any
proceeds from the sale
of the common stock
Over-the-counter Bulletin Board symbol AMPC
- --------------------------------------------------------------------------------
SUMMARY OF SELECTED FINANCIAL DATA
We are a development stage company. From the date of our inception on February
27, 2003 we have not generated any revenue or earnings from operations. As of
June 30, 2008 our financial data is as follows:
- -------------------------------------------------------
As at or for the period from
February 27, 2003 (inception)
to June 30, 2008
- -------------------------------------------------------
OPERATIONS DATA
Revenue: 0
Net Loss: $ 129,602
BALANCE SHEET DATA
Total Assets: 38,742
Total Liabilities: 544
Net Tangible Book Value: 38,198
Net Tangible Book Value Per Share: 0.00
- ------------------------ ------------------------------
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RISK FACTORS
ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER
INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF
THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION COULD BE SERIOUSLY HARMED. INVESTORS MAY LOSE ALL OR PART OF THEIR
INVESTMENT IN THIS OFFERING.
(1) OUR INDEPENDENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN
FUTURE FINANCING.
In their report dated April 16, 2008, our independent auditors stated that our
financial statements for the fiscal year ended March 31, 2008 were prepared
assuming that we would continue as a going concern. Our ability to continue as a
going concern is an issue raised as a result of recurring losses from operations
and working capital deficiency. Our ability to continue as a going concern is
subject to our ability to obtain necessary funding from outside sources,
including obtaining additional funding from the sale of our securities. Our
continued net operating losses increase the difficulty in meeting such goals and
there can be no assurances that such funding methods will prove successful.
(2) IF WE FAIL TO OBTAIN FINANCING FOR THE PRODUCTION OF A MOTION PICTURE,
OUR BUSINESS MAY FAIL
We have sufficient capital to meet our operating requirements for the next 12
months, but it will not be sufficient for the production of a motion picture.
We intend to make motion pictures with production budgets of $10 million or
less. We will need to raise all the money required to fund the production of a
motion picture from outside financing. Such financing could take the form of
co-production or joint venture arrangements or limited liability companies or
partnerships in which we act as managing member or general partner, additional
sales of our securities or an operating line of credit. Regardless of the amount
of money we raise in this offering, additional financing will be needed to
produce a motion picture. No assurance can be given that financing will be
available to us, at all, or on favorable terms. Unless such additional financing
is available to us, our production activities may be materially adversely
affected and you may lose your entire investment. We have no financing
commitments.
(3) IF ARE UNABLE TO PRODUCE COMMERCIALLY SUCCESSFUL FILMS, OUR BUSINESS MAY
FAIL.
Producing feature length films involves substantial risks, because it requires
that we spend significant funds based entirely on our preliminary evaluation of
the screenplay's commercial potential as a film. It is impossible to predict
the success of any film before the production starts. The ability of a motion
picture to generate revenues will depend upon a variety of unpredictable
factors, including:
* public taste, which is always subject to change;
* the quantity and popularity of other films and leisure activities
available to the public at the time of our release;
* the competition for exhibition at movie theatres, through video retailers,
on cable television and through other forms of distribution; and
* the fact that not all films are distributed in all media.
For any of these reasons, the films that we produce may be commercially
unsuccessful and our business may fail.
(4) IF WE ARE UNABLE TO SECURE DISTRIBUTION FOR OUR FILMS, OUR BUSINESS WILL
SUFFER.
Because we lack the resources to distribute our films ourselves, we plan to
enter into distribution agreements with established distribution companies. As
a result, we may be unable to secure distribution agreements or revenue
guarantees before funds are spent on production. In addition, if we are unable
to obtain theatrical distribution on acceptable terms, we may evaluate other
alternatives such as retaining a distributor as an independent contractor or
bypassing theatrical distribution altogether. If we retain a distributor as an
independent contractor we may need to seek additional financing to cover this
cost, which we anticipate will be $50,000 to $100,000 per film. If we bypass
theatrical distribution and attempt to release our films directly to pay cable
or home video, we will probably not generate enough revenues to become
profitable. If we are unable to obtain adequate distribution, we may not have
the ability to generate revenues.
(5) SINCE OUR SOLE OFFICER AND DIRECTOR DOES NOT DEVOTE HIS FULL BUSINESS
TIME TO OUR BUSINESS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN AND OUR
BUSINESS MAY FAIL.
Our sole officer and director has existing responsibilities and may have
additional responsibilities to provide management and services to other
entities. He presently devotes five hours a week to our business. He intends
to devote not less than 40 hours a week to our business upon AMP securing
production financing of a motion picture. We cannot guarantee that our sole
officer and director will be able to devote a sufficient amount of his business
time to enable us to implement our business plan. If our sole officer and
director does not devote a sufficient amount of his business time to the
management of our business, then our business may fail.
4
(6) OUR SOLE OFFICER AND DIRECTOR HAS LIMITED EXPERIENCE IN THE MOTION
PICTURE INDUSTRY, WHICH COULD PREVENT US FROM SUCCESSFULLY IMPLEMENTING OUR
BUSINESS PLAN, AND RESULT IN AN INABILITY TO EARN REVENUE.
Our sole officer and director has limited experience in the motion picture
industry. He has one year experience providing legal services in respect of
motion picture productions, but he has never produced a motion picture and has
no other experience in the motion picture industry. Our management's lack of
experience could hinder our ability to successfully identify and develop
screenplays that will result in commercially successful films, or to secure
production financing. It is likely that our management's inexperience with film
production and financing will hinder our ability to earn revenue. Each
potential investor must carefully consider the lack of experience of our sole
officer and director before purchasing our common stock.
(7) SINCE OUR BOARD OF DIRECTORS DOES NOT INTEND TO PAY DIVIDENDS ON OUR
COMMON STOCK IN THE FORESEEABLE FUTURE, IT IS LIKELY THAT INVESTORS WILL ONLY BE
ABLE TO REALIZE A RETURN ON THEIR INVESTMENT BY RESELLING SHARES PURCHASED
THROUGH THIS OFFERING.
We have not paid any cash dividends on our common stock since our inception and
we do not anticipate paying cash dividends in the foreseeable future. We intend
to retain our earnings, if any, to provide funds for reinvestment in our
acquisition and exploration activities. Therefore, we do not anticipate
declaring or paying dividends in the foreseeable future. Furthermore, payment
of dividends, if any, in the future is within the discretion of the board of
directors and will depend on our earnings, if any, our capital requirements and
financial condition and other relevant factors.
(8) EVEN IF ALL THE OFFERED SHARES ARE SOLD, OUR SOLE OFFICER AND DIRECTOR
OWN A CONTROLLING PERCENTAGE OF VOTING STOCK, THAT WILL ALLOW HIM TO MAKE KEY
DECISIONS AND EFFECT TRANSACTIONS WITHOUT FURTHER SHAREHOLDER APPROVAL.
Our sole officer and director owns 61.5% of our outstanding voting stock.
Accordingly, he is able to control the outcome of stockholder votes, including
votes concerning the election of directors, the adoption or amendment of
provisions in our Articles of Incorporation and our Bylaws, and the approval of
mergers and other significant corporate transactions. These factors may also
have the effect of delaying or preventing a change in our management or our
voting control. Our Articles of Incorporation do not provide for cumulative
voting.
(9) SINCE OUR OFFICERS AND DIRECTORS ARE NOT LOCATED IN THE UNITED STATES,
INVESTORS WOULD HAVE DIFFICULTY EFFECTING LEGAL SERVICE UPON THEM.
Although we are incorporated in the State of Nevada and maintain a registered
office in Carson City, Nevada, our sole officer and director is a resident of
Canada. It may be difficult for a resident of a country other than Canada to
serve our sole officer and director with legal process or other documentation.
8
(10) INVESTORS MAY SUFFER SUBSTANTIAL CONSEQUENCES SUCH AS DILUTION OR A
LOSS OF SENIORITY IN PREFERENCES AND PRIVILEGES AS A RESULT OF A SUBSEQUENT
FINANCING.
If we are required to raise additional financing to fund operations, then we may
do so through the issuance of our stock or debt instruments that are convertible
into stock. We do not intend to finance the production of a motion picture
through the issuance of shares or convertible securities. However, if we need
to raise additional capital through the issuance of additional equity or
convertible debt securities, this will further dilute the percentage ownership
of our investors.
(11) APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" LIMIT THE
LIQUIDITY OF OUR COMMON STOCK, WHICH COULD MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS TO SELL THEIR SHARES.
As the shares of our common stock are penny stock, many brokers are unwilling to
effect transactions in that common stock which can make it difficult for our
shareholders to sell their shares of our common stock if a market develops for
that common stock.
Our common stock is defined as a penny stock pursuant to Rule 3a51-1 pursuant to
the Securities Exchange Act of 1934. Penny stock is subject to Rules 15g-1
through 15g-10 of the Securities Exchange Act of 1934. Those rules require
broker-dealers, before effecting transactions in any penny stock, to:
* Deliver to the customer, and obtain a written receipt for, a disclosure
document;
* Disclose certain price information about the penny stock;
* Disclose the amount of compensation received by the broker-dealer or any
associated person of the broker-dealer;
* Send monthly statements to customers with market and price information
about the penny stock; and
* In some circumstances, approve the purchasers account pursuant to certain
standards and deliver written statements to the customer with information
specified in those rules.
Rather than comply with those rules, many broker-dealers refuse to enter into
penny stock transactions which may make it more difficult for investors to sell
their shares of our common stock and thereby liquidate their investments.
5
FORWARD-LOOKING STATEMENTS
INFORMATION IN THIS PROSPECTUS CONTAINS "FORWARD LOOKING STATEMENTS" WHICH CAN
BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES",
"ESTIMATES", "COULD", "POSSIBLY", "PROBABLY", "ANTICIPATES", "ESTIMATES",
"PROJECTS", "EXPECTS", "MAY", OR "SHOULD" OR OTHER VARIATIONS OR SIMILAR WORDS.
NO ASSURANCES CAN BE GIVEN THAT THE FUTURE RESULTS ANTICIPATED BY THE
FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED. THESE STATEMENTS CONSTITUTE
CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS WITH RESPECT TO THOSE
FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE FUTURE RESULTS ANTICIPATED BY
THOSE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THE
RISKS IN THE SECTION TITLED "RISK FACTORS". AMONG THE KEY FACTORS THAT HAVE A
DIRECT BEARING ON OUR RESULTS OF OPERATIONS ARE THE EFFECTS OF VARIOUS
GOVERNMENTAL REGULATIONS, THE FLUCTUATION OF OUR DIRECT COSTS AND THE COSTS AND
EFFECTIVENESS OF OUR OPERATING STRATEGY. OTHER FACTORS COULD ALSO CAUSE ACTUAL
RESULTS TO VARY MATERIALLY FROM THE FUTURE RESULTS ANTICIPATED BY THOSE
FORWARD-LOOKING STATEMENTS.
THE FORWARD-LOOKING STATEMENTS ARE BASED UPON MANAGEMENT'S CURRENT VIEWS AND
ASSUMPTIONS REGARDING FUTURE EVENTS AND OPERATING PERFORMANCE, AND ARE
APPLICABLE ONLY AS OF THE DATES OF SUCH STATEMENTS. WE DO NOT HAVE ANY
INTENTION OR OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, CHANGES IN ASSUMPTIONS,
OR OTHERWISE.
6
USE OF PROCEEDS
The shares of common stock offered hereby are being registered for the account
of the selling stockholders named in this prospectus. As a result, all proceeds
from the sales of the common stock will go to the selling stockholders and we
will not receive any proceeds from the resale of the common stock by the selling
stockholders. We will, however, incur all costs associated with this
registration statement and prospectus.
DETERMINATION OF OFFERING PRICE
The price at which the shares may actually be sold will be determined by the
market price of the common stock as of the date of sale.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING STOCKHOLDER
The table below sets forth information concerning the resale of the shares of
common stock by the selling stockholder. We will not receive any proceeds from
the resale of the common stock by the selling stockholder. Assuming all the
shares registered below are sold by the selling stockholder, the selling
stockholder will not continue to own any shares of our common stock.
The following table also sets forth the name of each person who is offering the
resale of shares of common stock by this prospectus, the number of shares of
common stock beneficially owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares
offered.
- --------------------------------------------------------------------------------
Percentage of
Total shares Total shares to common stock
Total shares to be sold be owned upon owned upon
Name of selling owned prior to in this completion of completion of
stockholder this offering offering this offering this offering
- --------------------------------------------------------------------------------
Gisela Mills (1)
Wanderweg 4
88348 Bad Salgau
Germany 2,000,200 2,000,000 - -
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(1) The selling stockholder is the mother of our sole officer and director.
The above stockholder beneficially owns and has sole voting and investment over
all shares or rights to the shares registered in her name. The numbers in this
table assume that the selling stockholder will not purchases additional shares
of common stock, and assumes that all shares offered are sold. The percentages
are based on 9,750,000 shares of common stock outstanding as of the date of this
prospectus.
We may require the selling stockholder to suspend the sales of the securities
offered by this prospectus upon the occurrence of any event that makes any
statement in this prospectus or the related registration statement untrue in any
material respect or that requires the changing of statements in these documents
in order to make statements in those documents not misleading.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the OTC Bulletin Board under the symbol "AMPC".
Trading of our stock is sporadic and does not constitute an established public
market for our shares.
For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The following quotations obtained from Yahoo!
Finance reflect the high and low bids for our shares of common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.
- --------------------------------
QUARTER ENDED HIGH LOW
- --------------------------------
September 30, 2006 $1.50 $0.58
December 31, 2006 $1.01 $0.59
March 31, 2007 $0.72 $0.35
June 30, 2007 $0.51 $0.28
September 30, 2007 $0.71 $0.30
December 31, 2007 $0.70 $0.70
March 31, 2008 $0.70 $0.08
June 30, 2008 $0.10 $0.04
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HOLDERS
Our shares of common stock are issued in registered form. Our transfer agent and
registrar is Holladay Stock Transfer, Inc., located at 2939 North 67th Place,
Scottsdale, Arizona 85251.
On September 1, 2008, the shareholders' list of our shares of common stock
showed 32 registered holders of our shares of common stock and 9,750,000 shares
of common stock outstanding. The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.
DIVIDEND POLICY
We have not declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
PENNY STOCK REGULATION
Our shares must comply with the Penny Stock Reform Act of 1990, which may
potentially decrease our shareholders' ability to easily transfer their shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that must comply with the
penny stock rules. Since our shares must comply with such penny stock rules, our
shareholders will in all likelihood find it more difficult to sell their
securities.
DESCRIPTION OF BUSINESS
OVERVIEW
We were incorporated under the laws of the State of Nevada on February 27, 2003,
and maintain our head office and operations in Toronto, Ontario. We are a
development stage, independent motion picture studio in the business of
developing, producing, marketing, and distributing low-budget feature-length
films to movie theaters and ancillary markets. Since beginning operations in
2003, we have not produced any motion pictures.
OUR BUSINESS
We are committed to the development and production of commercially salable
feature-length motion pictures that can be produced for up to $10 million, but
which have enduring value in all media. We anticipate not only acquiring rights
and producing motion pictures but also capitalizing on other marketing
opportunities associated with these properties. We intend to exploit all
available rights in each film, including the publishing and promotion of music,
the incorporation of original songs on the sound track for subsequent use in
promotion, sound track albums and story-telling records and the licensing of
merchandising rights.
We do not have sufficient capital to independently finance our own productions.
Accordingly, most of our financial resources have been devoted to financing
development activities, which includes the acquisition of screenplays, and
underlying literary works (such as books and plays).
Our business plan involves employing a flexible strategy to develop and produce
our motion picture and film properties. We use our own capital and financial
resources to develop a project to the point where it is ready to go into
production. We then assemble a business plan for the motion picture for
presentation to prospective investors and financiers, consisting of the
screenplay, a budget, shooting schedule, production board and the commitment by
a recognizable actor or director.
We plan to secure recognizable talent based on the appeal of a screenplay but we
may also offer, as an added incentive, grants of our stock or options to acquire
our stock. We will then attempt to secure the financing to produce the movie and
make it available for distribution. The financing may come from, for example,
the Canadian and provincial governments, financial institutions, lenders with
profit participation, advances from distribution companies, accredited investors
or a combination of sources.
8
The benefit of developing a project to this advanced stage is that we will have
maximum leverage in negotiating production and financing arrangements.
Nevertheless, there may be situations when we may benefit from financial
assistance at an earlier stage. These occasions may be necessary as a result of
lengthy development of a screenplay, the desirability of commissioning a
screenplay by a highly paid writer, the acquisition of an expensive underlying
work, or a significant financial commitment to a director or star.
It is common for motion picture producers to grant contractual rights to actors,
directors, screenwriters, and other creative and financial contributors to share
in revenue or net profits from the motion picture. Except for the most
sought-after talent, these third-party participants are generally paid after all
distribution fees, marketing expenses, direct production costs and financing
costs are recouped in full. We plan to be flexible in compensating talent. We
are not averse to entering into profit sharing arrangements. We will also
consider the use of our securities to reward the actors and other participants
in a successful motion picture.
Motion picture revenue is derived from the worldwide licensing of a motion
picture to several distinct markets, each having its own distribution network
and potential for profit. The selection of the distributor for each of our
feature films will depend upon a number of factors. Our most basic criterion is
whether the distributor has the ability to secure bookings for the exhibition of
the film on satisfactory terms. We will consider whether, when and in what
amount the distributor will make advances to us. We will also consider the
amount and manner of computing distribution fees and the extent to which the
distributor will guarantee certain print, advertising and promotional
expenditures. We will not attempt to obtain financing for the production of a
particular film unless we believe that adequate distribution arrangements for
the film can be made.
No assurance can be given that our feature films, if produced, will be
distributed and, if distributed, will return our initial investment or make a
profit. To achieve the goal of producing profitable feature films, we plan to be
extremely selective in our choice of literary properties and exercise a high
degree of control over the cost of production. Although we plan to produce films
that will generate substantial box office receipts, we will produce our films in
a fiscally conservative manner. We believe that it is possible for a feature
film to return the initial investment and show a profit based on an average box
office run, with residuals from the sale of ancillary rights adding to cash flow
in future years. By keeping strict control of our costs, we will strive for
consistent and profitable returns on our investment.
FEATURE FILM PRODUCTION
Feature film production does not require the ownership of expensive equipment.
All the necessary equipment needed to engage in every aspect of the film
production process can be rented or borrowed for the period in which it is
needed. This is standard operating procedure for all production companies within
the industry and we plan to follow this procedure in our productions. Such
rentals and temporary equipment are accounted for in the budget of each film in
what are called the "below the line" costs that are directly charged to the
production or the cost of "manufacturing" the film. We rent whatever equipment
is needed for the shortest period of time and to coordinate its use to avoid
idle time.
Essential to our success is the production of high quality films with budgets up
to $10 million that have the potential to be profitable. We will not engage in
the production of X-rated material. We plan to make motion pictures that appeal
to the tastes of the vast majority of the movie-going public. Our films will be
cast into a wide range of genres. All movies that may be produced will be
suitable for domestic and international theatrical exhibition, pay cable,
network and syndicated television, as well as all other ancillary markets.
The low budgets, within which we operate, serve the dual purpose of being low
enough to limit our downside exposure and high enough to pay for a feature film
with accomplished actors or directors that appeal to the major markets. The
market pull of the talent to be used must justify their fees by helping to
attract advances. Our budgets must remain small enough so that a large
percentage of our capital is not put at risk. We intend to produce projects with
built-in break-even levels that can be reached with ancillary and foreign
distribution revenue. If the movie crosses-over into a wide national
distribution release, we can potentially generate a large profit because our
share is not limited as with ancillary and foreign revenue.
We plan to enter into co-productions with experienced and qualified production
companies in order to become a consistent supplier of motion pictures to
distributors in the world markets. With dependable and consistent delivery of
product to these markets, we believe that distribution arrangements can be
structured which will be equivalent to the arrangements made by major studios.
If we enter into a co-production we do not want to relinquish control of the
project, so we intend to provide up to 50% of the funds required by the
production. We may obtain our portion of the production costs from third parties
in the form of debt financing, profit participation or government financing. We
can give no assurance that we will be able to secure such financing, and as
such, we may be required to relinquish control of the project. If we lose
control of the project then we will likely be unable to influence the
production, sale, distribution or licensing of the film.
Primary responsibility for the overall planning, financing and production of
each motion picture will rest with our officers. For each motion picture we will
employ an independent film director who will be responsible for, or involved
with, many of the creative elements, such as direction, photography, and
editing. All decisions will be subject to budgetary restrictions and our
business control, although we will permit an independent director to retain
reasonable artistic control of the project, consistent with its completion
within strict budget guidelines and the commercial requirements of the picture.
9
FINANCING STRATEGY
We do not have sufficient capital to produce a feature film without additional
outside financing and the deferral of certain production costs. Wherever
possible we will attempt to make arrangements with providers of goods and
services to defer payment until a later stage in the production and financing
cycle. Once a film package has been assembled, there are various methods to
obtain the funds needed to complete the production of a movie. Examples of
financing alternatives include the assignment of our rights in a film to a joint
venture or a co-producer. Also, we may form a limited liability company or
partnership where we will be the managing member or the general partner. In
addition we may obtain favorable pre-release sales or pre-licensing commitments
from various end-users such as independent domestic distributors, foreign
distributors, cable networks, and video distributors. These various techniques,
which are commonly used in the industry, can be combined to finance a project
without a major studio financial commitment.
We expect to be able to borrow against tax credits obtained through Canadian
federal and provincial production services tax credits. These tax credits will
enable to us to recover 27% to 33% of eligible labor costs, or approximately
13.5% to 16.5% of our total production budget. Canadian banks commonly allow
producers to borrow against such tax credits in producing motion pictures. Our
location in Canada may also allow us to access foreign government financing
through international co-productions with treaty countries. We may also be able
to obtain financial support from Telefilm Canada and provincial agencies.
We may use any one or a combination of these or other techniques to finance our
films. We anticipate that any financing method will permit us to maintain
control over the production. There can be no assurance that we will be able to
successfully arrange for such additional financing and to the extent we are
unsuccessful, our production activities may be adversely affected.
DISTRIBUTION ARRANGEMENTS
We intend to release our films in the United States through existing
distribution companies, primarily independent distributors. We will retain the
right for ourselves to market the films on a territory-by-territory basis
throughout the rest of the world and to market television and other uses
separately. In many instances, depending upon the nature of distribution terms
available, it may be advantageous or necessary for us to license all, or
substantially all, distribution rights through one major distributor.
It is not possible to predict, with certainty, the nature of the distribution
arrangements, if any, that we may secure for our motion pictures.
To the extent that we engage in foreign distribution of our films, we will be
subject to all of the additional risks of doing business abroad including, but
not limited to, government censorship, currency fluctuations, exchange controls,
greater risk of "piracy" copying, and licensing or qualification fees.
COMPETITION
The motion picture industry is intensely competitive. Competition comes from
companies within the same business and companies in other entertainment media
that create alternative forms of leisure entertainment. The industry is
currently evolving such that certain multinational multimedia firms will be able
to dominate because of their control over key film, magazine, and television
content, as well as key network and cable outlets. These organizations have
numerous competitive advantages, such as the ability to acquire financing for
their projects and to make favorable arrangements for the distribution of
completed films.
We will be competing with the major film studios that dominate the motion
picture industry. Some of these firms we compete with include: News
Corporation's Twentieth Century Fox; AOL Time Warner's Warner Bros. including
Turner, New Line Cinema and Castle Rock Entertainment; Viacom's Paramount
Pictures; Universal Studios; Sony Corp.'s Sony Pictures including Columbia and
TriStar; Walt Disney Company's Buena Vista, Touchstone and Miramax and
Metro-Goldwyn-Mayer including MGM Pictures, UA Pictures, Orion and Goldwyn. We
will also compete with numerous independent motion picture production companies,
television networks, and pay television systems, for the acquisition of literary
properties, the services of performing artists, directors, producers, and other
creative and technical personnel, and production financing. Nearly all of the
firms we will compete with are organizations of substantially larger size and
capacity, with far greater financial and personnel resources and longer
operating histories, and may be better able to acquire properties, personnel and
financing, and enter into more favorable distribution agreements. In addition,
our films will compete for audience acceptance with motion pictures produced and
distributed by other companies. Our success will be dependent on public taste,
which is both unpredictable and susceptible to rapid change.
As an independent film production company, we most likely will not have the
backing of a major studio for production and distribution support; and
consequently, we may not be able to complete a motion picture, and if we do, we
may not be able to make arrangements for exhibition in theaters. Our success in
theaters may determine our success in other media markets.
In order to be competitive, we intend to create independent motion pictures of
aesthetic and narrative quality comparable to the major film studios that appeal
to a wide range of public taste both in the United States and abroad. By
producing our films in Canada we believe that we will be able to significantly
reduce production costs, and thereby offer our films to distributors at
extremely competitive pricing. We plan to be very selective when choosing
literary properties to develop. We plan to produce our motion pictures
efficiently, by employing talented and established professionals with experience
in the industry. Also, we plan on exploiting all methods of distribution
available to motion pictures.
10
INTELLECTUAL PROPERTY RIGHTS
Rights to motion pictures are granted legal protection under the copyright laws
of the United States and most foreign countries, including Canada. These laws
provide substantial civil and criminal penalties for unauthorized duplication
and exhibition of motion pictures. Motion pictures, musical works, sound
recordings, artwork, and still photography are separately subject to copyright
under most copyright laws. We plan to take appropriate and reasonable measures
to secure, protect, and maintain copyright protection for all of our pictures
under the laws of the applicable jurisdictions. Motion picture piracy is an
industry-wide problem. Our industry trade association provides a piracy hotline
and investigates all piracy reports. The results of such investigations may
warrant legal action, by the owner of the rights, and, depending on the scope of
the piracy, investigation by the Federal Bureau of Investigation and/or the
Royal Canadian Mounted Police with the possibility of criminal prosecution.
Under the copyright laws of Canada and the United States, copyright in a motion
picture is automatically secured when the work is created and "fixed" in a copy.
We intend to register our films for copyright with both the Canadian Copyright
Office and the United States Copyright Office. Both offices will register claims
to copyright and issue certificates of registration but neither will "grant" or
"issue" copyrights. Only the expression (camera work, dialogue, sounds, etc.)
fixed in a motion picture can be protected under copyright. Copyright in both
Canada and the United States does not cover the idea or concept behind the work
or any characters portrayed in the work. Registration with the appropriate
office establishes a public record of the copyright claim.
To register a motion picture with the Canadian Copyright Office or the United
States Copyright Office, a signed application; a complete copy of the motion
picture being registered; a written description of the contents of the motion
picture; and a filing fee must be sent to each respective office. A copyright
registration is effective on the date the office receives all the required
elements in acceptable form.
Ordinarily, a number of individuals contribute authorship to a motion picture,
including the writer, director, producer, camera operator, editor, and others.
Under the laws of both Canada and the United States, these individuals are not
always considered the "authors," however, because a motion picture is frequently
a "work made for hire." In the case of a work made for hire, the employer, not
the individuals who actually created the work, is considered the author for
copyright purposes. We intend all of our films to be works made for hire in
which we will be the authors and thereby own the copyright to our films.
Canada's copyright law is distinguished from that of the United States by
recognizing the moral rights of authors. Moral rights refer to the rights of
authors to have their names associated with their work, and the right to not
have their work distorted, mutilated or otherwise modified, or used in
association with a product, service, cause or institution in a way that is
prejudicial to their honor or reputation. Moral rights cannot be sold or
transferred, but they can be waived. We intend that all individuals who
contribute to the creation of any of our motion pictures will be required to
waive any such moral rights that they may have in the motion picture.
For copyright purposes, publication of a motion picture takes place when one or
more copies are distributed to the public by sale, rental, lease or lending, or
when an offering is made to distribute copies to a group of persons
(wholesalers, retailers, broadcasters, motion picture distributors, and the
like) for purposes of further distribution or public performance. A work that is
created (fixed in tangible form for the first time) on or after January 1, 1978,
is automatically protected from the moment of its creation and is ordinarily
given a term enduring for the author's life plus an additional 70 years after
the author's death. For works made for hire, the duration of copyright will be
95 years from publication or 120 years from creation, whichever is shorter.
Although we plan to copyright all of our film properties and projects, there is
no practical protection from films being copied by others without payment to us,
especially overseas. We may lose an indeterminate amount of revenue as a result
of motion picture piracy. Being a small company, with limited resources, it will
be difficult, if not impossible, to pursue our various remedies.
Motion picture piracy is an international as well as a domestic problem. It is
extensive in many parts of the world. In addition to the Motion Picture
Association of America, the Motion Picture Export Association, the American Film
Marketing Association, and the American Film Export Association monitor the
progress and efforts made by various countries to limit or prevent piracy. In
the past, these various trade associations have enacted voluntary embargoes of
motion picture exports to certain countries in order to pressure the governments
of those countries to become more aggressive in preventing motion picture
piracy. The United States government has publicly considered trade sanctions
against specific countries that do not prevent copyright infringement of
American motion pictures. There can be no assurance that voluntary industry
embargoes or United States government trade sanctions will be enacted. If
enacted, such actions may impact the revenue that we realize from the
international exploitation of our motion pictures. If not enacted or if other
measures are not taken, the motion picture industry, including us, may lose an
indeterminate amount of revenue as a result of motion picture piracy.
CENSORSHIP
An industry trade association, the Motion Picture Association of America,
assigns ratings for age group suitability for domestic theatrical distribution
of motion pictures under the auspices of its Code and Rating Administration. The
film distributor generally submits its film to the Code and Rating
Administration for a rating. We plan to follow the practice of submitting our
pictures for ratings.
11
Television networks and stations in the United States as well as some foreign
governments may impose additional restrictions on the content of a motion
picture that may wholly or partially restrict exhibition on television or in a
particular territory.
We will not engage in the production of X-rated material. We plan to make motion
pictures that appeal to the tastes of the vast majority of the movie-going
public. We plan to produce our motion pictures so there will be no material
restrictions on exhibition in any major market or media. This policy may require
production of "cover" shots or different photography and recording of certain
scenes for insertion in versions of a motion picture exhibited on television or
theatrically in certain territories.
There can be no assurance that current and future restrictions on the content of
our films may not limit or affect our ability to exhibit our pictures in certain
territories and media.
Theatrical distribution of motion pictures, in a number of states and certain
jurisdictions, is subject to provisions of trade practice laws passed in those
jurisdictions. These laws generally seek to eliminate the practice known as
"blind bidding" and prohibit the licensing of films unless theater owners are
invited to attend screenings of the film first. In certain instances, these laws
also prohibit payment of advances and guarantees to film distributors by
exhibitors.
LABOR LAWS
We are aware that the cost of producing and distributing filmed entertainment
has increased substantially in recent years. This is due, among other things, to
the increasing demands of creative talent as well as industry-wide collective
bargaining agreements. Many of the screenplay writers, performers, directors and
technical personnel in the entertainment industry who will be involved in our
productions are members are guilds or unions that bargain collectively on an
industry-wide basis. We have found that actions by these guilds or unions can
result in increased costs of production and can occasionally disrupt production
operations. If we are unable to operate or produce a motion picture, it may
substantially harm our ability to earn revenue.
We will use non-unionized talent whenever possible to reduce our costs of
production. Notwithstanding, many individuals associated with our productions,
including actors, writers and directors, will be members of guilds or unions,
which bargain collectively with producers on an industry-wide basis from time to
time. Our operations will be dependent upon our compliance with the provisions
of collective bargaining agreements governing relationships with these guilds
and unions. Strikes or other work stoppages by members of these unions could
delay or disrupt our activities. The extent to which the existence of collective
bargaining agreements may affect us in the future is not currently determinable.
EMPLOYEES
We currently have no employees. We may utilize independent contractors and
consultants from time to time to assist in developing, producing and promoting
our motion pictures. Independent contractors are generally paid on a commission,
hourly or job-related basis, depending on the services being performed.
DESCRIPTION OF PROPERTY
We are presently using office space in Toronto, Ontario provided at no cost by
our President.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS,"
"DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS PROSPECTUS. SEE "RISK FACTORS"
AND "DESCRIPTION OF BUSINESS".
We were incorporated in February 2003, for the purpose of developing, producing,
marketing, and distributing low-budget feature-length films to movie theaters
and ancillary markets. Since inception, we have earned no revenue, and have
suffered recurring losses and net cash outflows from operations. We expect to
continue to incur substantial losses to complete the development of our
business. We have funded operations through common stock issuances and unrelated
third party loans in order to meet our strategic objectives. We have not
established any other source of equity or debt financing. There can be no
assurance that we will be able to obtain sufficient funds to continue the
development and pre-production of motion pictures, or that we will be able to
produce and sell our motion pictures. As a result of the foregoing, our auditors
have expressed substantial doubt about our ability to continue as a going
concern.
12
In fiscal 2008, we chose one of our optioned screenplays, Pelicula, for
development into a motion picture. Our choice was based on cost, location,
marketability and producer availability. We engaged a producer to prepare a
producer's package for Pelicula to be used by us to secure debt financing of the
$7.5M production budget. The total development cost to us of acquiring the
option to Pelicula and the preparation of the producer's package was $22,000. We
were unable to secure financing for Pelicula before the option ran out. We have
therefore abandoned the production of Pelicula and written off the development
cost. All other options have also lapsed.
In the Autumn of 2008, we pursued the production of a low budget action thriller
entitled 95 Minutes, featuring Devon Sawa We entered into an agreement whereby
we agreed to finance 50% of the production of 95 Minutes, subject to the
producers securing financing for the rest of the production budget and obtaining
a distribution commitment. The producers were unable to secure the additional
financing or a distribution commitment, so we abandoned the project.
We continue to review screenplays and film projects that may be appropriate for
production into motion pictures. Film production is a highly speculative and
risky business. There can be no assurance that we will be able to find a
screenplay suitable for production into a commercially successful motion
picture, or that if we find such a screenplay, that we will be able to option
it.
If we are able to option a suitable screenplay, we will require additional
outside financing and cost deferral to produce it into a feature film. We intend
to finance production of our motion pictures through a variety of sources. We
will apply for funding through the Canadian and provincial governments, and for
production services tax credits. We will attempt to obtain favorable pre-release
sales or pre-licensing commitments from independent U.S. distributors, foreign
distributors, cable networks, and video distributors. We will request that
providers of goods and services accept deferred payment arrangements. We also
may assign a portion of our film rights to a joint venture or a co-producer. In
addition, we will consider the formation of a limited liability company or
partnership for which we will act as managing member or general partner and
privately offer membership or partnership interests to film venture capitalists.
We do not have any present plans, proposals, arrangements or understandings with
any parties that will provide additional financing. If we are unable to receive
the additional funds, then we will likely conduct another offering to the public
for the purpose of raising capital to invest in further screenplay properties.
We will not earn revenue from the production of a motion picture unless we sell
or license it to a distributor. As such, effective distribution agreements will
be critical to our economic success. We have not as yet negotiated agreements
for the distribution of our films. We will attempt to pre-sell distribution
rights during the pre-production stage in order to obtain financing for our
motion pictures. If we are unsuccessful in pre-selling distribution rights, we
will be required to obtain a distribution deal after post-production. We intend
to market our film through personal contacts of our officers, and through a film
representation company. We expect that the cost of retaining a film
representation company will be $2,500 per film.
We intend to release our films in the United States through existing
distribution companies, primarily independent distributors. We will retain the
right for ourselves to market the films on a territory-by-territory basis
throughout the rest of the world and to market television and other uses
separately. In many instances, depending upon the nature of distribution terms
available, it may be advantageous or necessary for us to license all, or
substantially all, distribution rights through one major distributor. It is not
possible to predict, with certainty, the nature of the distribution
arrangements, if any, which we may secure for our motion pictures.
To the extent that we engage in foreign distribution of our films, we will be
subject to all of the additional risks of doing business abroad including, but
not limited to, government censorship, currency fluctuations, exchange controls,
greater risk of "piracy" copying, and licensing or qualification fees.
If we are unable to obtain theatrical distribution on acceptable terms, we may
evaluate other alternatives such as retaining a distributor as an independent
contractor or bypassing theatrical distribution altogether. If we retain a
distributor as an independent contractor we may need to seek additional
financing to cover this cost, which we anticipate will be $50,000 to $100,000
per film. If we bypass theatrical distribution and attempt to release our films
directly to pay cable or home video, we will probably not generate enough
revenues to become profitable. If we are unable to obtain adequate distribution,
we may not have the ability to generate revenues.
No assurance can be given that any feature film that we produce will be
distributed or, if distributed, will return our initial investment or make a
profit.
On August 1, 2008 we moved our operations to Toronto, Ontario, where we believe
that we will have better opportunities to obtain financing.
13
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES.
As of June 30, 2008, we had total assets of $38,742 comprised of $38,507 in cash
and $235 in prepaid expenses. This is a decrease from $45,345 in total assets as
of March 31, 2008. This decrease was attributable to audit fees and office
expenses.
As of June 30, 2008, our total liabilities decreased to $544 from $997 as of
March 31, 2008. This decrease resulted from payment of prior year's payables.
As of June 30, 2008, we had working capital of $38,198 compared with $44,348 as
of March 31, 2008.
We presently have sufficient working capital to satisfy our cash requirements
for the next 12 months of operations. We do not expect to purchase or sell any
significant equipment nor do we expect to hire any employees.
RESULTS OF OPERATIONS.
Since inception, we have earned no revenue and incurred a cumulative net loss of
$129,602. Professional fees (accounting and legal) have been our largest
expenditure, totaling $54,175. We have also paid $21,412 in office rent. Our
development activities, including the acquisition of literary properties and the
preparation of a producer's package have cost a total of $32,268. Other expenses
relating to our public offerings and day-to-day operations have totaled $23,203.
We have realized a foreign exchange gain of $1,456.
For the fiscal year ended March 31, 2008 we posted an operating loss of $29,374.
This loss, which was an increase of $12,599 from the previous fiscal year, was
due primarily to professional fees and write off of options to acquire literary
properties and production in progress.
At the end of the three-month period ended June 30, 2008 we posted an operating
loss of $6,150 due primarily to audit fees and office expenses. This was a
decrease from $8,089 for the same period last year.
We anticipate that our operating costs for the next 12 months will be primarily
limited to accounting fees, legal expenses associated with this offering,
nominal office expenditures and any options that we may acquire. We believe that
we presently have sufficient capital to fund our current level of operations for
the next 12 months.
LEGAL PROCEEDINGS
Neither AMP nor any of its officers or directors is a party to any material
legal proceeding or litigation and such persons know of no material legal
proceeding or contemplated or threatened litigation. There are no judgments
against AMP or its officers or directors. None of our officers or directors have
been convicted of a felony or misdemeanor relating to securities or performance
in corporate office.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth our directors, executive officers, promoters and
control persons, their ages, and all offices and positions held. Directors are
elected for a period of one year and thereafter serve until their successor is
duly elected by the shareholders. Officers and other employees serve at the
will of the Board of Directors.
- --------------------------------------------------------------------------------
TERM PERIOD SERVED AS
NAME POSITION AGE DIRECTOR/OFFICER
- --------------------------------------------------------------------------------
Thomas Mills Chief Executive Officer, 40 2003 to present
President,
Chief Financial Officer,
Principal Accounting Officer
and a director
- --------------------------------------------------------------------------------
Thomas E. Mills serves as our CEO, President and Treasurer. Mr. Mills is
Canadian lawyer having a wide range of experience in the fields of entertainment
law, securities, commercial transactions and e-commerce. He presently devotes
five hours per week to our business. From 2002 to 2003, Mr. Mills was the
President and a director of Torrent Energy Corp., a publicly held Colorado
corporation in the business of natural gas exploration having its shares quoted
on the NASD OTC:BB (trading symbol: TREN). Since 2005, Mr. Mills has been the
President, Treasurer and a director of Thrust Energy Corp., a publicly held
Nevada corporation in the business of oil exploration having its shares quoted
on the NASD OTC:BB (trading symbol: TEGC). From 2005 to 2008, he was also a
director and officer of Kingston Mines Ltd., a mineral exploration company
having its shares quoted on the NASD OTC:BB (trading symbol: KGMI). Mr. Mills
has maintained a part-time legal practice since 2000, to which he devotes not
more than 25 hours per week. He received his Bachelor of Laws degree from the
University of British Columbia in 1996, and holds a Bachelor of Arts degree
obtained from the University of Waterloo, Waterloo, Ontario in 1992.
The address for all our officers and directors is 3044 Bloor Street West, Suite
1444, Toronto, Ontario M8X 2Y8.
14
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years none of our directors, executive officers, promoters
or control persons have:
(1) had any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(2) been convicted in a criminal proceeding or subject to a pending criminal
proceeding;
(3) been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
(4) been found by a court of competent jurisdiction in a civil action, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
COMMITTEES OF THE BOARD
All proceedings of the board of directors for the year ended March 31, 2008 were
conducted by resolutions consented to in writing by our board of directors and
filed with the minutes of the proceedings of our board of directors. Our company
currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our board of directors does
not believe that it is necessary to have such committees because it believes
that the functions of such committees can be adequately performed by the board
of directors.
Our company does not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.
A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President, Fidel Thomas, at the
address appearing on the first page of this prospectus.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have a standing audit committee. Our directors perform the functions
usually designated to an audit committee. Our board of directors has determined
that we do not have a board member that qualifies as an "audit committee
financial expert. " as defined in Item 401(e) of Regulation S-B, nor do we have
a board member that qualifies as "independent" as the term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as
amended, and as defined by Rule 4200(a)(14) of the NASD Rules.
We believe that our board of directors is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. The board of directors of our company does not believe that
it is necessary to have an audit committee because management believes that the
functions of an audit committees can be adequately performed by the board of
directors. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.
As we generate revenue in the future, we intend to form a standing audit
committee and identify and appoint a financial expert to serve on our audit
committee.
EXECUTIVE COMPENSATION
To date we have no employees other than our officers. No compensation has been
awarded, earned or paid to our officers. We have no employment agreements with
any of our officers. We do not contemplate entering into any employment
agreements until such time as we have proven mineral reserves.
There is no arrangement pursuant to which any of our directors has been or is
compensated for services provided as one of our directors.
There are no stock option plans, retirement, pension, or profit sharing plans
for the benefit of our officers or directors. We do not have any long-term
incentive plans that provide compensation intended to serve as incentive for
performance.
15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of September 1, 2008 by (i) each person known
by us to be a beneficial owner of more than five percent (5%) of our issued and
outstanding common stock; (ii) each of our Directors and executive officers; and
(iii) all our directors and executive officers as a group.
- --------------------------------------------------------------------------------
NAME NUMBER OF SHARES %
- --------------------------------------------------------------------------------
Thomas Mills 6,000,000 62
3044 Bloor Street West
Suite 1444
Toronto, Ontario M8X 2Y8
Canada
- --------------------------------------------------------------------------------
Directors and officers as a group (one person) 6,000,000 62
- --------------------------------------------------------------------------------
Gisela Mills 2,000,200 21
Wanderweg 4
88348 Bad Salgau
Germany
- --------------------------------------------------------------------------------
Total other 5% owners (one person) 2,000,200 21
- --------------------------------------------------------------------------------
Total issued and outstanding 8,000,200 83
================================================================================
Unless otherwise noted, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days from the date hereof, upon the exercise of warrants or options or the
conversion of convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that any such warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which can be exercised within 60 days from the date hereof,
have been exercised.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.0001 per share.
COMMON STOCK
As of the date of this prospectus, there were 9,750,000 shares of our common
stock issued and outstanding that are held by 32 stockholders of record. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of shares of common stock whose shares
are held in the names of various security brokers, dealers, and registered
clearing agencies.
Holders of shares of common stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available. Upon
liquidation, holders of shares of common stock are entitled to participate
pro-rata in a distribution of assets available for such distribution to
shareholders. There are no conversion, preemptive or other subscription rights
or privileges with respect to any shares.
Our Articles of Incorporation do not provide for the issuance of any other
securities.
NEVADA ANTI-TAKEOVER LAWS
The Nevada Revised Statutes Sections 78.378 through 78.3793, under certain
circumstances, place restrictions upon the acquisition of a controlling interest
in a Nevada corporation, including the potential requirements of shareholder
approval and the granting of dissenters' rights in connection with such an
acquisition. These provisions could have the effect of delaying or preventing a
change in control of our company.
PLAN OF DISTRIBUTION
The selling stockholder and any of her pledgees, donees, assignees and other
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
16
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:
* ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;
* block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
* an exchange distribution in accordance with the rules of the applicable
exchange;
* privately-negotiated transactions;
* short sales that are not violations of the laws and regulations of any
state or the United States;
* broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;
* through the writing of options on the shares;
* a combination of any such methods of sale; and
* any other method permitted pursuant to applicable law.
The selling stockholder may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus. The selling stockholder
shall have the sole and absolute discretion not to accept any purchase offer or
make any sale of shares if she deems the purchase price to be unsatisfactory at
any particular time.
The selling stockholder may also engage in short sales against the box, puts and
calls and other transactions in our securities or derivatives of our securities
and may sell or deliver shares in connection with these trades.
The selling stockholder or her respective pledgees, donees, transferees or other
successors in interest, may also sell the shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that the selling stockholder will attempt to
sell shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling stockholder cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholder. The selling
stockholder and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus, may be deemed to be "underwriters" as
that term is defined under the Securities Act, or the Exchange Act, or the rules
and regulations under such acts. In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
We are required to pay all fees and expenses incident to the registration of the
shares, including fees and disbursements of counsel to the selling stockholder,
but excluding brokerage commissions or underwriter discounts.
The selling stockholder, alternatively, may sell all or any part of the shares
offered in this prospectus through an underwriter. The selling stockholder has
not entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into.
The selling stockholder may pledge her shares to her brokers under the margin
provisions of customer agreements. If the selling stockholder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares. The selling stockholder and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Exchange Act, and the rules and regulations under such act, including, without
limitation, Regulation M. These provisions may restrict certain activities of,
and limit the timing of purchases and sales of any of the shares by, the selling
stockholder or any other such person. In the event that the selling stockholder
is deemed an affiliated purchaser or distribution participant within the meaning
of Regulation M, then the selling stockholder will not be permitted to engage in
short sales of common stock. Furthermore, under Regulation M, persons engaged
in a distribution of securities are prohibited from simultaneously engaging in
market making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. In regards to short sells, the
selling stockholder can only cover its short position with the securities they
receive from us upon conversion. In addition, if such short sale is deemed to
be a stabilizing activity, then the selling stockholder will not be permitted to
engage in a short sale of our common stock. All of these limitations may affect
the marketability of the shares.
17
We have agreed to indemnify the selling stockholder, or her transferees or
assignees, against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the selling stockholder or her
respective pledgees, donees, transferees or other successors in interest, may be
required to make in respect of such liabilities.
If the selling stockholder notifies us that she has a material arrangement with
a broker-dealer for the resale of the common stock, then we would be required to
amend the registration statement of which this prospectus is a part, and file a
prospectus supplement to describe the agreement between the selling stockholders
and the broker-dealer.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes, our Articles of Incorporation and our Bylaws. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons pursuant to our
Articles of Incorporation or provisions of the Nevada Business Corporations Act,
or otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by us
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question, whether or not such indemnification by us is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL MATTERS
The validity of the shares of common stock offered by us was passed upon by
Conrad C. Lysiak, Attorney and Counsellor at law in Spokane, Washington.
EXPERTS
Our financial statements as of March 31, 2008 appearing in this Prospectus and
Registration Statement have been audited by Chang Lee LLP, Chartered
Accountants, in Vancouver, British Columbia, an independent registered public
accounting firm and are included in reliance upon the report therein included,
given on the authority of such firm as experts in auditing and accounting.
The validity of the shares of common stock offered by us was passed upon by
Conrad Lysiak, Attorney and Counselor at law in Spokane, Washington.
No expert named in the offering statement, nor any partner, officer, director or
employee thereof, has a material interest in the issuer or any of its parents or
subsidiaries or was connected with the issuer or any of its subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have no disagreements with our auditor through the date of this prospectus.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as
apart of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. For a more complete
description of matters involving us, please refer to our registration statement
and each exhibit attached to it. Anyone may inspect the registration statement
and exhibits and schedules filed with the Securities and Exchange Commission at
the Commission's principal office in Washington, D.C. Copies of all or any part
of the registration statement may be obtained from the Public Reference Section
of the Securities and Exchange Commission, 100 F Street, NE, Washington, D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further information on
the operation of the public reference rooms. The Securities and Exchange
Commission also maintains a web site at http://www.sec.gov that contains
reports, proxy statements and information regarding registrants that file
electronically with the Commission. In addition, we will file electronic
versions of our annual and quarterly reports on the Commission's Electronic Data
Gathering Analysis and Retrieval, or EDGAR System. Our registration statement
and the referenced exhibits can also be found on this site as well as our
quarterly and annual reports. We will not send the annual report to our
shareholders unless requested by the individual shareholders.
18
INDEX TO FINANCIAL STATEMENTS
AMP PRODUCTIONS, LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
Pages
FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD
ENDED MARTH 31, 2008
(UNAUDITED)
Balance Sheets F-2
Statements of Stockholders' Equity F-3
Statements of Operations F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 thru F-10
FINANCIAL STATEMENTS FOR THE YEARS ENDED
MARCH 31, 2008 AND 2007
(EXPRESSED IN U.S. DOLLARS)
Report of Independent Registered Public Accounting Firm F-11
Balance Sheets F-12
Statements of Stockholders' Equity F-13
Statements of Operations F-14
Statements of Cash Flows F-15
Notes to Financial Statements F-16 thru F-20
F-1
AMP PRODUCTIONS, LTD.
(A development stage company)
Balance Sheets
June 30, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------------------------------
June 30, 2008 March 31, 2008
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 38,507 $ 45,345
Prepaid expenses 235 -
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 38,742 45,345
- ----------------------------------------------------------------------------------------------------------------------------
EQUIPMENT, net -
Option to acquire literary properties (NOTE 3) - -
Production in progress (NOTE 3) - -
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 38,742 $ 45,345
============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 544 $ 997
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 544 997
- ----------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 3 AND 5)
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
100,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding: 9,750,000 common shares
(March 31, 2008 - 9,750,000) 975 975
ADDITIONAL PAID-IN CAPITAL 166,825 166,825
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (129,602) (123,452)
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 38,198 44,348
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 38,742 $ 45,345
============================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-2
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Stockholders' Equity (Deficiency)
For the period from February 27, 2003 (inception) to June 30, 2008
(Unaudited - Prepared By Management)
(EXPRESSED IN U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------------------
Deficit Total
accumulated stockholders'
Common stock Additional during equity
Shares Amount paid-in capital development stage (deficiency)
- --------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 3, 2003, $0.0001 per share 8,000,000 $ 800 $ - $ - $ 800
Screenplays transferred from a shareholder - - (5,000) - (5,000)
Loss and comprehensive loss for the period - - - (8,216) (8,216)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003 8,000,000 $ 800 $ (5,000) $ (8,216) $ (12,416)
- --------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 19, 2004, $0.10 per share 98,000 10 9,790 - 9,800
Loss and comprehensive loss for the year - - - (15,053) (15,053)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004 8,098,000 $ 810 $ 4,790 $ (23,269) $ (17,669)
- --------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
February 11, 2005 - March 31, 2005,
$0.10 per share, net of share issuance
cost of $3,000 1,652,000 165 162,035 - 162,200
Loss and comprehensive loss for the year - - - (27,346) (27,346)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005 9,750,000 $ 975 $ 166,825 $ (50,615) 117,185
- --------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (26,688) (26,688)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2006 9,750,000 $ 975 $ 166,825 $ (77,303) 90,497
- --------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (16,775) (16,775)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2007 9,750,000 $ 975 $ 166,825 $ (94,078) 73,722
- --------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (29,374) (29,374)
- --------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2008 9,750,000 $ 975 $ 166,825 $ (123,452) 44,348
- --------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period - - - (6,150) (6,150)
- --------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2008 9,750,000 $ 975 $ 166,825 $ (129,602) 38,198
====================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-3
- ------------------------------------------------------------------------------------------------------
AMP PRODUCTIONS, LTD.
(A development stage company)
Statement of Operations
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ------------------------------------------------------------------------------------------------------
Cumulative
February 27
2003 Three months Three months
(inception) to ended ended
June 30 June 30 June 30
2008 2008 2007
- ------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting $ 39,639 $ 5,537 $ 5,653
Amortization 5,220 - 435
Bank charges 1,627 69 69
Consulting 7,350 - -
Interest on promissory note 87 - -
Legal 14,536 - -
Listing and filing fees 8,236 - -
Office 6,288 544 677
Printing 1,525 - 511
Rent 21,412 - 744
Transfer Expenses 220 - -
Travel 2,918 - -
Write off of options to acquire literary properties 22,000 - -
OPERATING (LOSS) (131,058) (6,150) (8,089)
- ------------------------------------------------------------------------------------------------------
OTHER INCOME
Foreign exchange gain (loss) 1,456 - -
- ------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (129,602) $ (6,150) $ (8,089)
BASIC AND DILUTED LOSS PER SHARE $ 0.00 $ 0.00
======================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- basic and diluted 9,750,000 9,750,000
======================================================================================================
The accompanying notes are an integral part of these financial statements.
F-4
AMP PRODUCTIONS, LTD.
(A development stage company)
Statement of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ------------------------------------------------------------------------------------------------
Cumulative
February 27
2003 Three months Three months
(inception) to ended ended
June 30 June 30 June 30
2008 2008 2007
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $ (129,602) $ (6,150) $ (8,089)
Adjust for items not involving cash:
- amortization 5,221 - 435
CHANGES IN OTHER ASSETS AND LIABILITIES:
- (increase) in prepaid expenses (235) (235) -
- increase (decrease) in accounts payable and
accrued liabilities 544 (453) 4,763
- decrease in due to a related party - - -
- increase in production in progress - - -
- ------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (124,072) (6,838) (2,891)
- ------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of screenplays (5,000) - -
Purchase equipment (5,221) - -
- ------------------------------------------------------------------------------------------------
Net cash flows used in investing activities (10,221) - -
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 172,800 - -
- ------------------------------------------------------------------------------------------------
Net cash provided by financing activities 172,800 - -
- ------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 38,507 (6,838) (2,891)
CASH AND CASH EQUIVALENTS, beginning of period - 45,345 58,570
- ------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 38,507 $ 38,507 $ 55,679
================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest expenses paid in cash $ 387 $ - $ -
================================================================================================
The accompanying notes are an integral part of these financial statements.
F-5
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
June 30, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
The Company was formed on February 27, 2003 under the laws of the State of
Nevada. The Company has not commenced planned principal operations, producing
filmed entertainment. The company is considered a development stage company as
defined in SFAS No. 7. The Company has an office in Toronto, Canada.
These financial statements have been prepared in accordance with U.S. generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The Company has incurred operating losses and
requires additional funds to maintain its operations. Management's plans in
this regard are to raise equity financing as required.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might result from this uncertainty.
The Company has not generated any operating revenues to date.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of
three months or less when purchased. As of June 30, 2008, the Company has no
cash equivalents and none of the cash is over the federally insured limit.
(b) Accounting Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and
assumptions.
(c) Advertising Expenses
The Company expenses advertising costs as incurred. There were no advertising
expenses incurred by the Company since the inception.
(d) Loss Per Share
Loss per share is computed using the weighted average number of shares
outstanding during the period. The Company has adopted SFAS No. 128, "Earnings
Per Share". Diluted loss per share is equivalent to basic loss per share.
(e) Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions.
(f) Foreign Currency
The Company maintains its accounting records in U.S. Dollars. Monetary items
denominated in foreign currency are translated to U.S. dollars at the exchange
rate in effect at the balance sheet date. Non-monetary items are translated at
the exchange rates in effect when the assets are acquired or obligations
incurred. Revenues and expenses are translated at the exchange rates in effect
at the time of the transactions. Foreign exchange gains and losses are included
in the statement of operations.
F-6
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
June 30, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(g) Fair Value of Financial Instruments
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair value. These financial instruments include cash,
accounts payable and accrued liabilities. Fair values were assumed to
approximate carrying values for these financial instruments, except where noted,
since they are short term in nature and their carrying amounts approximate fair
values or they are receivable or payable on demand. Management is of the
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The Company is operating outside the
United States of America and has significant exposure to foreign currency risk
due to the fluctuation of currency in which the Company operates and the U.S.
dollar.
(h) Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns using the liability method. Under this
method, deferred tax liabilities and assets are determined based on the
temporary difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. A valuation allowance is provided for the
portion of deferred tax assets that is more likely than not to be unrealized.
(i) Stock-Based Compensation
The Company has adopted the Statement of Financial Accounting Standards No. 123R
amending SFAS No. 123. SFAS No. 123R requires the Company to expense stock
options based on fair value in its financial statements. Further, the adoption
of SFAS 123R will require additional accounting related to the income tax
effects and additional disclosure regarding the cash flow effects resulting from
share-based payment arrangements. The adoption of SFAS No. 123R will have no
effect on the Company's cash flows, but is expected to have a material impact on
its results of operations.
The Company did not grant any stock options since the inceptions.
(j) Comprehensive Income
Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. The Company has no elements of "other
comprehensive income" since the inception.
(k) Equipment
Equipment consists of computer equipment, which is stated at cost and is
depreciated under the straight-line method over the estimated useful lives of
the asset. Expenditures for betterments and additions are capitalized, while
replacement, maintenance and repairs, which do not extend the lives of the
respective assets, are charged to expense when incurred.
(l) Long-Lived Assets Impairment
Long-term assets of the Company are reviewed when changes in circumstances
require as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards No. 144
(SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets.
Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from the related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets will be
written down to fair value.
F-7
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
June 30, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Film costs
Film costs (Option to acquire literary properties and production in progress),
including acquisition and development costs, are deferred and amortized by the
individual-film-forecast-computation method as required by Statement of
Financial Standards No. 139. The method amortizes or accrues film costs as the
ratio of current period actual revenue to estimated remaining unrecognized
ultimate revenue (as of the beginning of the current fiscal year). As at year
ended March 31, 2008, the Company determined that it will not proceed with the
production of film and all costs have been written off.
(n) New Accounting Pronouncements
THE FASB HAS ADDITIONALLY ISSUED SFAS NO. 155 TO SFAS NO. 159 AND FIN NO. 48 BUT
THEY WILL NOT HAVE ANY RELATIONSHIP TO THE CURRENT OPERATIONS OF THE COMPANY.
THEREFORE, A DESCRIPTION AND ITS IMPACT ON THE COMPANY'S OPERATIONS AND
FINANCIAL POSITION FOR EACH HAVE NOT BEEN DISCLOSED.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, a
replacement of FASB Statement No. 141 (SFAS No. 141(R)), which significantly
changes the principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in the
acquiree. The statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This statement is effective
prospectively, except for certain retrospective adjustments to deferred tax
balances, for fiscal years beginning after December 15, 2008. The Company will
assess the impact of this statement upon any future business combinations.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No. 160).
This statement established accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The accounting and reporting for minority interests will be
recharacterized as noncontrolling interests and classified as a component of
equity separate from the parent's equity. In addition, SFAS No. 160 establishes
reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. This statement is effective prospectively, except for
certain retrospective disclosure requirements, for fiscal years beginning after
December 15, 2008. Accordingly, the Company will adopt SFAS No. 160 in the
fiscal year 2009.
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures
about Derivative Instruments and Hedging Activities". SFAS 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.
F-8
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
June 30, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
3. OPTIONS TO ACQUIRE LITERARY PROPERTIES
On September 19, 2005 and November 4, 2005, the Company entered into two
purchase agreements with a third party to acquire two screenplays titled "Almost
Cut My Hair" and "Hockey Buddha", respectively. Pursuant to the agreements, the
Company is granted an option effective for a period of two years commencing on
the above dates to acquire all rights, titles and interests for the above two
screenplays. The consideration for the option of acquisition is $2,500, with the
total consideration for both options being $5,000. The option period may be
extended for an additional period of one year by the payment of $2,500 per
screenplay.
The purchase prices for the two screenplays will be $20,000 for each screenplay,
plus the following contingent compensations for each of the screenplays:
(a) In the event that a theatrical or televisions motion picture is produced
by the Company or its assigns, based on the Property (the "Picture") and the
budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $1,500,000, the vendor shall receive additional compensation to
make the Purchase Price equivalent to the Script Fee payable to a writer
pursuant to the most current Independent Production Agreement of the Writer's
Guild of Canada.
(b) In addition to the amounts set out above, the Company shall pay to the
vendor 3% of 100% of the Company's "Net Profits" of the Picture, or any
television series, pilot or movie-of-the-week (as that term is used in the
entertainment industry) that derives directly from the Property. "Net Profits"
will be defined, computed, accounted for and paid in accordance with the
Company's standard Net Profits definition based on the Company's "break even"
negative cost position after payment of all reasonable production expenses and
receipt by the Company of all distribution advances and gross receipt from
exploitation of the Picture and the Property.
As at the year end March 31, 2007, the Company decided not to extend these two
options. As a result, the initial option payment totalling $5,000 have been
expensed for the year ended March 31, 2007.
On September 16, 2006, the Company entered into an agreement with a third party
("Owner") to acquire a screenplay titled "Pelicula". Pursuant to the agreement,
the Company was granted an option effective for a period of one year commencing
on September 16, 2006 to acquire all rights, titles and interests for the
screenplay. The consideration for the option is $5,000. As at March 31, 2007,
the initial option payment of $5,000 is fully paid. The option expired on
September 17, 2007 and has been abandoned by the Company.
The purchase price for this screenplay will be $50,000, plus the following
contingent compensations:
(a) In the event that a Picture is produced by company or its assigns and
the budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $2,000,000, Owner shall receive additional compensation to make
the Purchase price equivalent to the Script Fee payable to a writer pursuant to
the most current Independent Production Agreement of the Writer's Guild of
Canada.
(b) In addition to the amount set out above, the Company shall pay to Owner
3% of 100% of the Company's "Net Profit" of the Picture, or any television
series, pilot or movie-of-the-week that derives directly from the Property. "Net
Profit" will be defined, computed, accounted fro and paid in accordance with Net
Profits definition based on the Company's "break even" negative cost position
after payment of all reasonable production expenses and receipt by the Company
of all distribution advances and gross receipts from exploitation of the Picture
and the Property.
On September 15, 2006, the Company entered into an agreement with a producer for
development and production of a motion picture based on the screenplay Pelicula.
In consideration for the pre-production services, the Company shall pay the
Producer the sum of $ 12,000 USD as follows.
- - $7,000 USD upon execution of this agreement (paid)
- - $3,000 USD upon completion of the Producer's Package (paid)
- - $2,000 USD upon completion of the business plan (should be delivered by
November 30, 2006)
On September 17, 2007, the Company determined that it will not proceed with
production of Pelicula. Therefore, the Company has expensed the option and
development costs for the film.
F-9
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
June 30, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
4. RELATED PARTY TRANSACTIONS
On March 2, 2003, the Company entered into two purchase agreements with a
director of the Company to acquire two screenplays. Pursuant to the agreements,
the Company is granted an option to acquire all rights, titles and interests for
the above two screenplays. The consideration for the option of acquisition is
$2,500, with the total consideration for both options being $5,000. On March 2,
2005, the Company signed an Extension of Option to Purchase Agreement for the
two screenplays for a period of one year, at a nominal amount of $10 per
screenplay. In accordance with SEC Staff Accounting Bulletin 5G: Transfers of
Non-monetary Assets by Promoters or Shareholders, the asset value of the
screenplays is recorded at nil, as it is the transferor's historical cost.
The purchase prices for the two screenplays will be $10,000 and $20,000,
respectively, plus the following contingent compensations for each of the
screenplays:
(a) In the event that a theatrical or televisions motion picture is produced
by the Company or its assigns, based on the Property (the "Picture") and the
budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $1,500,000, the vendor shall receive additional compensation to
make the Purchase Price equivalent to the Script Fee payable to a writer
pursuant to the most current Independent Production Agreement of the Writer's
Guild of Canada.
(b) In addition to the amounts set out above, the Company shall pay to the
vendor 3% of 100% of the Company's "Net Profits" of the Picture, or any
television series, pilot or movie-of-the-week (as that term is used in the
entertainment industry) that derives directly from the Property. "Net Profits"
will be defined, computed, accounted for and paid in accordance with the
Company's standard Net Profits definition based on the Company's "break even"
negative cost position after payment of all reasonable production expenses and
receipt by the Company of all distribution advances and gross receipt from
exploitation of the Picture and the Property.
The Company capitalized the option payment as options to acquire literary
properties. The option payments will be included in the acquisition cost for the
screenplay once the options are exercised. If the Company decided not to
exercise the options, the options will be expensed upon determination that the
acquisition is unlikely.
As at year ended March 31, 2008, the Company has abandoned these two options.
5. COMPARATIVE FIGURE
Certain of the comparative figures have been reclassified to conform to the
current year's presentation.
F-10
Chang Lee LLP
Chartered Accountants
- ---------------------
505 - 815 Hornby Street
Vancouver, B.C, V6Z 2E6
Tel: 604-687-3776
Fax: 604-688-3373
E-mail: info@changleellp.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
AMP Productions, Ltd.
(A development stage enterprise)
We have audited the accompanying balance sheets of AMP Productions, Ltd. (the
"Company") (a development stage company) as at March 31, 2008 and 2007 and the
related statements of stockholders' equity, operations and cash flows for the
years ended March 31, 2008 and 2007, and from February 27, 2003 (date of
inception) to March 31, 2008. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2008 and 2007
and the results of its operations and its cash flows for the years then ended,
and for the period from February 27, 2003 (inception) to March 31, 2008 in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is a development stage company since inception
on February 27, 2003 and has incurred significant recurring net losses since
then, resulting in a substantial accumulated deficit, which raise substantial
doubt about its ability to continue as a going concern. The Company is devoting
substantially all of its present efforts in establishing its business.
Management's plans regarding the matters that raise substantial doubt about the
Company's ability to continue as a going concern are also disclosed in Note 1 to
the financial statements. The ability to meet its future financing requirements
and the success of future operations cannot be determined at this time. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Vancouver, Canada "Chang Lee LLP"
April 16, 2008 Chartered Accountants
F-11
AMP PRODUCTIONS, LTD.
(A development stage company)
Balance Sheets
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ------------------------------------------------------------------------------------------------------
March 31, 2008 March 31, 2007
- ------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 45,345 $ 58,570
Prepaid expenses - 477
- ------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 45,345 59,047
- ------------------------------------------------------------------------------------------------------
EQUIPMENT, net - 565
Option to acquire literary properties (NOTE 3) - 5,000
Production in progress (NOTE 3) - 12,000
- ------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 45,345 $ 76,612
======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 997 $ 2,890
- ------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 997 2,890
- ------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 3 AND 5)
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
100,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding: 9,750,000 common shares
(March 31, 2007 - 9,750,000) 975 975
ADDITIONAL PAID-IN CAPITAL 166,825 166,825
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (123,452) (94,078)
- ------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 44,348 73,722
- ------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 45,345 $ 76,612
======================================================================================================
The accompanying notes are an integral part of these financial statements.
F-12
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Stockholders' Equity
For the period from February 27, 2003 (inception) to March 31, 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------------------------------------------------------------------------------------------------
Deficit Total
accumulated stockholders'
Common stock Additional during equity
Shares Amount paid-in capital development stage (deficiency)
- ---------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 3, 2003, $0.0001 per share 8,000,000 $ 800 $ - $ - $ 800
Screenplays transferred from a shareholder - - (5,000) - (5,000)
Loss and comprehensive loss for the period - - - (8,216) (8,216)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003 8,000,000 $ 800 $ (5,000) $ (8,216) $ (12,416)
- ---------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
March 19, 2004, $0.10 per share 98,000 10 9,790 - 9,800
Loss and comprehensive loss for the year - - - (15,053) (15,053)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004 8,098,000 $ 810 $ 4,790 $ (23,269) $ (17,669)
- ---------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
February 11, 2005 - March 31, 2005,
$0.10 per share, net of share issuance
cost of $3,000 1,652,000 165 162,035 - 162,200
Loss and comprehensive loss for the year - - - (27,346) (27,346)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005 9,750,000 $ 975 $ 166,825 $ (50,615) $ 117,185
- ---------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (26,688) (26,688)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2006 9,750,000 $ 975 $ 166,825 $ (77,303) $ 90,497
- ---------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (16,775) (16,775)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2007 9,750,000 $ 975 $ 166,825 $ (94,078) $ 73,722
- ---------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (29,374) (29,374)
- ---------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2008 9,750,000 $ 975 $ 166,825 $ (123,452) $ 44,348
- ---------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
F-13
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Operations
(EXPRESSED IN U.S. DOLLARS)
- -----------------------------------------------------------------------------------------------------
Cumulative
February 27
2003
(inception) to Year Ended Year Ended
March 31 March 31 March 31
2008 2008 2007
- -----------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting $ 34,102 $ 8,665 $ 9,890
Amortization 5,220 565 1,740
Bank charges 1,558 123 97
Consulting 7,350 - -
Interest on promissory note 87 - -
Legal 14,536 - (4,500)
Listing and filing fees 8,236 - 442
Office 5,744 1,646 958
Printing 1,525 511 -
Rent 21,412 744 2,903
Transfer Expenses 220 50 100
Travel 2,918 - -
Write off of options to acquire literary properties 22,000 17,000 5,000
- -----------------------------------------------------------------------------------------------------
OPERATING (LOSS) (124,908) (29,304) (16,630)
- -----------------------------------------------------------------------------------------------------
OTHER INCOME (LOSS)
Foreign exchange gain (loss) 1,456 (70) (145)
- -----------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (123,452) $ (29,374) $ (16,775)
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
=====================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- basic and diluted 9,750,000 9,750,000
=====================================================================================================
The accompanying notes are an integral part of these financial statements.
F-14
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Cash Flows
(EXPRESSED IN U.S. DOLLARS)
- -------------------------------------------------------------------------------------------------------------------
Cumulative
February 27
2003
(inception) to Year Ended Year Ended
March 31 March 31 March 31
2008 2008 2007
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $ (123,452) $ (29,374) $ (16,775)
Adjust for items not involving cash:
- amortization 5,221 565 1,740
- write off of literary options - 17,000 -
Changes in other assets and liabilities:
- increase in prepaid expenses - 477 (297)
- increase (decrease) in accounts payable and accrued liabilities 997 (1,893) 2,354
- increase in production in progress - - (12,000)
- decrease in due to a related party - - -
- -------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (117,234) (13,225) (24,978)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase equipment (5,221) - -
Options to acquire literary properties (5,000) - -
- -------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (10,221) - -
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from issuance of common stock 172,800 - -
- -------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 172,800 - -
- -------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 45,345 (13,225) (24,978)
CASH AND CASH EQUIVALENTS, beginning of period - 58,570 83,548
- -------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 45,345 $ 45,345 $ 58,570
===================================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest expenses paid in cash $ 387 $ - $ -
===================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-15
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
The Company was formed on February 27, 2003 under the laws of the State of
Nevada. The Company has not commenced planned principal operations, producing
filmed entertainment. The company is considered a development stage company as
defined in SFAS No. 7. The Company has an office in Vancouver, Canada.
These financial statements have been prepared in accordance with U.S. generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The Company has incurred operating losses and
requires additional funds to maintain its operations. Management's plans in
this regard are to raise equity financing as required.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might result from this uncertainty.
The Company has not generated any operating revenues to date.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of
three months or less when purchased. As of March 31, 2008 and 2007, the Company
has no cash equivalents and none of the cash is over the federally insured
limit.
(b) Accounting Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and
assumptions.
(c) Advertising Expenses
The Company expenses advertising costs as incurred. There were no advertising
expenses incurred by the Company since the inception.
(d) Loss Per Share
Loss per share is computed using the weighted average number of shares
outstanding during the period. The Company has adopted SFAS No. 128, "Earnings
Per Share". Diluted loss per share is equivalent to basic loss per share.
(e) Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions.
(f) Foreign Currency
The Company maintains its accounting records in U.S. Dollars. Monetary items
denominated in foreign currency are translated to U.S. dollars at the exchange
rate in effect at the balance sheet date. Non-monetary items are translated at
the exchange rates in effect when the assets are acquired or obligations
incurred. Revenues and expenses are translated at the exchange rates in effect
at the time of the transactions. Foreign exchange gains and losses are included
in the statement of operations.
F-16
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(g) Fair Value of Financial Instruments
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair value. These financial instruments include cash,
accounts payable and accrued liabilities. Fair values were assumed to
approximate carrying values for these financial instruments, except where noted,
since they are short term in nature and their carrying amounts approximate fair
values or they are payable on demand. Management is of the opinion that the
Company is not exposed to significant interest or credit risks arising from
these financial instruments. The Company is operating outside the United States
of America and has significant exposure to foreign currency risk due to the
fluctuation of currency in which the Company operates and the U.S. dollar.
(h) Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns using the liability method. Under this
method, deferred tax liabilities and assets are determined based on the
temporary difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. A valuation allowance is provided for the
portion of deferred tax assets that is more likely than not to be unrealized.
(i) Stock-Based Compensation
The Company has adopted the Statement of Financial Accounting Standards No. 123R
amending SFAS No. 123. SFAS No. 123R requires the Company to expense stock
options based on fair value in its financial statements. Further, the adoption
of SFAS 123R will require additional accounting related to the income tax
effects and additional disclosure regarding the cash flow effects resulting from
share-based payment arrangements. The adoption of SFAS No. 123R will have no
effect on the Company's cash flows, but is expected to have a material impact on
its results of operations.
The Company did not grant any stock options since the inceptions.
(j) Comprehensive Income
Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. The Company has no elements of "other
comprehensive income" since the inception.
(k) Equipment
Equipment consists of computer equipment, which is stated at cost and is
depreciated under the straight-line method over the estimated useful lives of
the asset. Expenditures for betterments and additions are capitalized, while
replacement, maintenance and repairs, which do not extend the lives of the
respective assets, are charged to expense when incurred.
(l) Long-Lived Assets Impairment
Long-lived assets of the Company are reviewed when changes in circumstances
require as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards No. 144
(SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets.
Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from the related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets will be
written down to fair value.
F-17
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Film costs
Film costs (Option to acquire literary properties and production in progress),
including acquisition and development costs, are deferred and amortized by the
individual-film-forecast-computation method as required by Statement of
Financial Standards No. 139. The method amortizes or accrues film costs as the
ratio of current period actual revenue to estimated remaining unrecognized
ultimate revenue (as of the beginning of the current fiscal year). As at March
31, 2008, the Company has determined that it will not proceed with the
production of film and all costs have been written off.
(n) New Accounting Pronouncements
THE FASB HAS ADDITIONALLY ISSUED SFAS NO. 155 TO SFAS NO. 159 AND FIN NO. 48 BUT
THEY WILL NOT HAVE ANY RELATIONSHIP TO THE CURRENT OPERATIONS OF THE COMPANY.
THEREFORE, A DESCRIPTION AND ITS IMPACT ON THE COMPANY'S OPERATIONS AND
FINANCIAL POSITION FOR EACH HAVE NOT BEEN DISCLOSED.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, a
replacement of FASB Statement No. 141 (SFAS No. 141(R)), which significantly
changes the principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in the
acquiree. The statement also provides guidance for recognizing and measuring
the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement is
effective prospectively, except for certain retrospective adjustments to
deferred tax balances, for fiscal years beginning after December 15, 2008. The
Company will assess the impact of this statement upon any future business
combinations.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No. 160).
This statement established accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The accounting and reporting for minority interests will be
recharacterized as noncontrolling interests and classified as a component of
equity separate from the parent's equity. In addition, SFAS No. 160 establishes
reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. This statement is effective prospectively, except for
certain retrospective disclosure requirements, for fiscal years beginning after
December 15, 2008. Accordingly, the Company will adopt SFAS No. 160 in the
fiscal year 2009.
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures
about Derivative Instruments and Hedging Activities". SFAS 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.
F-18
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
3. OPTIONS TO ACQUIRE LITERARY PROPERTIES
On September 19, 2005 and November 4, 2005, the Company entered into two
purchase agreements with a third party to acquire two screenplays titled "Almost
Cut My Hair" and "Hockey Buddha", respectively. Pursuant to the agreements, the
Company is granted an option effective for a period of two years commencing on
the above dates to acquire all rights, titles and interests for the above two
screenplays. The consideration for the option of acquisition is $2,500, with the
total consideration for both options being $5,000. The option period may be
extended for an additional period of one year by the payment of $2,500 per
screenplay. As at December 31, 2007, the initial option payments totalling
$5,000 were fully paid.
The purchase prices for the two screenplays will be $20,000 for each screenplay,
plus the following contingent compensations for each of the screenplays:
(a) In the event that a theatrical or televisions motion picture is produced
by the Company or its assigns, based on the Property (the "Picture") and the
budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $1,500,000, the vendor shall receive additional compensation to
make the Purchase Price equivalent to the Script Fee payable to a writer
pursuant to the most current Independent Production Agreement of the Writer's
Guild of Canada.
(b) In addition to the amounts set out above, the Company shall pay to the
vendor 3% of 100% of the Company's "Net Profits" of the Picture, or any
television series, pilot or movie-of-the-week (as that term is used in the
entertainment industry) that derives directly from the Property. "Net Profits"
will be defined, computed, accounted for and paid in accordance with the
Company's standard Net Profits definition based on the Company's "break even"
negative cost position after payment of all reasonable production expenses and
receipt by the Company of all distribution advances and gross receipt from
exploitation of the Picture and the Property.
As at the year ended March 31, 2007, the Company decided not to extend these two
options. As a result, the initial option payment totalling $5,000 have been
expensed for the year ended March 31, 2007.
On September 16, 2006, the Company entered into an agreement with a third party
("Owner") to acquire a screenplay titled "Pelicula". Pursuant to the agreement,
the Company was granted an option effective for a period of one year commencing
on September 16, 2006 to acquire all rights, titles and interests for the
screenplay. The consideration for the option was $5,000. As at December 31,
2007, the initial option payment of $5,000 is fully paid. The option expired on
September 17, 2007 and has been abandoned by the Company.
The purchase price for this screenplay will be $50,000, plus the following
contingent compensations:
(a) In the event that a Picture is produced by company or its assigns and
the budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $2,000,000, Owner shall receive additional compensation to make
the Purchase price equivalent to the Script Fee payable to a writer pursuant to
the most current Independent Production Agreement of the Writer's Guild of
Canada.
(b) In addition to the amount set out above, the Company shall pay to Owner
3% of 100% of the Company's "Net Profit" of the Picture, or any television
series, pilot or movie-of-the-week that derives directly from the Property. "Net
Profit" will be defined, computed, accounted fro and paid in accordance with Net
Profits definition based on the Company's "break even" negative cost position
after payment of all reasonable production expenses and receipt by the Company
of all distribution advances and gross receipts from exploitation of the Picture
and the Property.
On September 15, 2006, the Company entered into an agreement with a producer for
development and production of a motion picture based on the screenplay Pelicula.
In consideration for the pre-production services, the Company shall pay the
Producer the sum of $ 12,000 USD as follows.
- $7,000 USD upon execution of this agreement (paid)
- $3,000 USD upon completion of the Producer's Package (paid)
- $2,000 USD upon completion of the business plan (paid)
F-19
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2008 and 2007
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------
3. OPTION TO ACQUIRE LITERARY PROPERTIES (continued)
On September 17, 2007, the Company has determined that it will not proceed with
production of Pelicula. Therefore, the Company has expensed the option and
development costs for the film.
4. INCOME TAXES
As at March 31, 2008, the Company has estimated net operating losses carry
forward for tax purposes of $123,000, which will expire starting 2024 through
2028. This amount may be applied against future federal taxable income. The
Company evaluates its valuation allowance requirements on an annual basis based
on projected future operations. When circumstances change and this causes a
change in management's judgement about the realizability of deferred tax assets,
the impact of the change on the valuation allowance is generally reflected in
current income.
The tax effects of temporary differences that give rise to the Company's
deferred tax asset (liability) are as follows:
2008 2007
========= =========
Tax loss carry forwards $ 18,000 $ 14,000
Valuation allowance (18,000) (14,000)
$ - $ -
5. RELATED PARTY TRANSACTIONS
On March 2, 2003, the Company entered into two purchase agreements with a
director of the Company to acquire two screenplays. Pursuant to the agreements,
the Company is granted an option to acquire all rights, titles and interests for
the above two screenplays. The consideration for the option of acquisition is
$2,500, with the total consideration for both options being $5,000. On March 2,
2005, the Company signed an Extension of Option to Purchase Agreement for the
two screenplays for a period of one year, at a nominal amount of $10 per
screenplay. As at March 31, 2007, the options are fully paid. In accordance
with SEC Staff Accounting Bulletin 5G: Transfers of Non-monetary Assets by
Promoters or Shareholders, the asset value of the screenplays is recorded at
nil, as it is the transferor's historical cost.
The purchase prices for the two screenplays will be $10,000 and $20,000,
respectively, plus the following contingent compensations for each of the
screenplays:
(a) In the event that a theatrical or televisions motion picture is produced
by the Company or its assigns, based on the Property (the "Picture") and the
budget of the Picture as of the first day of principal photography and as
allowed by all entities financing or guaranteeing completion of the Picture, is
not less than $1,500,000, the vendor shall receive additional compensation to
make the Purchase Price equivalent to the Script Fee payable to a writer
pursuant to the most current Independent Production Agreement of the Writer's
Guild of Canada.
(b) In addition to the amounts set out above, the Company shall pay to the
vendor 3% of 100% of the Company's "Net Profits" of the Picture, or any
television series, pilot or movie-of-the-week (as that term is used in the
entertainment industry) that derives directly from the Property. "Net Profits"
will be defined, computed, accounted for and paid in accordance with the
Company's standard Net Profits definition based on the Company's "break even"
negative cost position after payment of all reasonable production expenses and
receipt by the Company of all distribution advances and gross receipt from
exploitation of the Picture and the Property.
The Company capitalized the option payment as options to acquire literary
properties. The option payments will be included in the acquisition cost for the
screenplay once the options are exercised. If the Company decided not to
exercise the options, the options will be expensed upon determination that the
acquisition is unlikely.
As at the year end, the Company decided to abandon these two options.
6. COMPARATIVE FIGURE
Certain of the comparative figures have been reclassified to conform to the
current year's presentation.
F-20
2,000,000 SHARES
AMP PRODUCTIONS, LTD.
COMMON STOCK
PROSPECTUS
We have not authorized any dealer, salesperson or other person to give anyone
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. Prospective investors must not rely on
unauthorized information. This prospectus is not an offer to sell these
securities or a solicitation of an offer to buy the securities in any
jurisdiction where that would not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder after the date of this
prospectus shall create an implication that either the information contained
herein or the affairs of AMP Productions, Ltd. have not changed since the date
hereof.
Until _________, 2008, a period of 90 days after the date of this prospectus,
all dealers that buy, sell or trade in our securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
requirement is in addition to the dealers' obligation to deliver a prospectus
when acting as an underwriter with respect to its unsold allotment or
subscription.
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated costs and expenses we will pay
in connection with the offering described in this registration statement:
- ---------------------------------------
AMOUNT
- ---------------------------------------
Accounting fees and expenses 5,000
Legal fees and expenses 5,000
- ---------------------------------------
Total $10,000
=======================================
All expenses are estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law provides for discretionary indemnification for each person who
serves as one of our directors or officers. We may indemnify such individuals
against all costs, expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such individual is one of
our officers or directors. Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, our
best interests. In a criminal action, he must not have had a reasonable cause
to believe his conduct was unlawful.
Article Twelfth of our Articles of Incorporation states that no director or
officer of the Corporation shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
Under Article IX, our bylaws provide the following indemnification:
01. INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
02. DERIVATIVE ACTION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) and amount paid in
settlement actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the best interests of
the Corporation; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or willful misconduct in the
performance of such person's duty to the Corporation unless and only to the
extent that, the court in which such action or suit was brought shall determine
upon application that, despite circumstances of the case, such person is fairly
and
II-1
reasonably entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or settlement shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation.
03. SUCCESSFUL DEFENSE
To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in part
in defense of any action, suit or proceeding referred to in Paragraphs .01 and
..02 above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
04. AUTHORIZATION
Any indemnification under Paragraphs .01 and .02 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
determination shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making such a determination
under this Paragraph .04 may determine that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as indemnification.
05. ADVANCES
Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless it shall ultimately be by the Corporation is authorized in this Section.
06. NONEXCLUSIVITY
The indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
07. INSURANCE
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
assessed against such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability.
08. "CORPORATION" DEFINED
For purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the power and authority to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting Shares of
which is owned by such constituent corporation or is or was serving at the
request of such constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving Corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.
09. FURTHER BYLAWS
The Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
II-2
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The registrant has not sold any securities within the past three years that were
not registered under the Securities Act.
ITEM 16. EXHIBITS
EXHIBIT NO. DOCUMENT
3.1 Articles of Incorporation, AMP Productions, Ltd., incorporated by
reference to the Form 10-KSB filed June 24, 2004
3.2 Amended and Restated Bylaws, AMP Productions, Ltd., incorporated by
reference to the Form 10-KSB filed July 10, 2006
5.1 Legal opinion
23.1 Consent of Accountant
23.2 Consent of Counsel
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
4. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
II-3
iii. The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Toronto, Ontario,
Canada, on September 9, 2008.
AMP PRODUCTIONS, LTD.
By: /s/ Thomas Mills
Thomas Mills
President, Chief Executive Officer
Chief Financial Officer,
Principal Accounting Officer
and a director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
By: /s/ Thomas Mills
Thomas Mills
President, Chief Executive Officer
Chief Financial Officer,
Principal Accounting Officer
and a director