UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file # 333-106291
AMP PRODUCTIONS, LTD.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-0400189
(I.R.S. Employer Identification number)
1440-3044 BLOOR STREET WEST, TORONTO, ONTARIO M8X 2Y8
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 647.439.3785
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act: Common stock,
$0.0001 par value
per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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 Act (Check one):
[ ] Large Accelerated Filer [ ] Accelerated Filer
[ ] Non-accelerated Filer [ X ] Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of June 15, 2009, the Issuer had 9,750,000 shares of Common Stock
outstanding.
FORWARD LOOKING STATEMENTS
Certain statements made in this Annual Report are "forward-looking statements"
(within the meaning of the Private Securities Litigation Reform Act of 1995)
regarding the plans and objectives of management for future operations. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements made in this Report are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions involving the growth and expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking statements made in this
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements made in this Report, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
As used in this annual report, the terms "we", "us", "our", "Company", "AMP" and
"AMP Productions" means AMP Productions, Ltd., unless otherwise indicated.
PART I
ITEM 1. BUSINESS
OVERVIEW
We are a development stage, independent motion picture studio that plans to
develop, produce, market, and distribute low-budget feature-length films to
movie theaters and ancillary markets.
AMP PRODUCTIONS, LTD.
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 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.
OUR BUSINESS
We are in the business of developing and producing 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 will be devoted to financing
development activities, which include the acquisition of screenplays, and
underlying literary works (such as books and plays).
We plan to employ a flexible strategy in developing and producing our motion
picture and film properties. We will use our own capital and financial
resources to develop a project to the point where it is ready to go into
production. For each motion picture, we will assemble a business plan 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.
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. 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.
Feature Film Production
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 will rent whatever
equipment is needed for the shortest period of time and to coordinate its use to
avoid idle time.
Essential to our success will be 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, with our initial focus being on
suspense, drama, and comedy. 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 intend to operate, will 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.
In order to produce quality motion pictures for relatively modest budgets, we
will seek to avoid the high operating expenses that are typical of major U.S.
studio productions. We do not plan on having high overhead caused by large
staffs, interest charges, substantial fixed assets, and the investment in a
large number of projects never produced. Central to our plan for reducing costs
will be the production of our motion pictures in Vancouver, British Columbia,
Canada. Vancouver provides an ample talent base, a wide range of auxiliary
services such as post production facilities, sound stages and animation studios,
and an extremely diverse selection of filming locations. This, in conjunction
with a favorable exchange rate and competitive wage rates, will enable us to
produce motion pictures for lower production costs than a similar quality
production in the United States. Additionally, we believe that by maintaining a
smaller, more flexible staff, with fewer established organizational restrictions
we can further reduce costs through better time management than is possible in a
major studio production.
We also 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. If
we are unable to secure such financing, 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.
Financing Strategy
We will not be able to produce a feature film on our own 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 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
Effective distribution is critical to the economic success of a feature film,
particularly when made by an independent production company. We have not as yet
negotiated agreements for the distribution of our films.
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.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 2. PROPERTIES
We do not presently own or have an interest in any property.
ITEM 3. LEGAL PROCEEDINGS
Neither AMP Productions, Ltd., 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 Productions, Ltd. 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders during the
fiscal year ended March 31, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
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
- --------------------------------------
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 $0.20 $0.04
September 30, 2008 $0.05 $0.02
December 31, 2008 $0.03 $0.01
March 31, 2009 $0.02 $0.01
- --------------------------------------
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 March 31, 2009, the shareholders' list of our shares of common stock showed
31 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
Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available there for in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of 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.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES.
We were incorporated 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.
As of March 31, 2009, we had total assets of $27,718, comprised entirely of
cash. This is a decrease from $45,345 in total assets as of March 31, 2008.
This decrease was attributable to operating expenses and professional fees.
As of March 31, 2009, our total liabilities increased to $1,857 from $997 as of
March 31, 2008. This was resulted from the increase of the balance due to a
company controlled by the Director of the Company.
As of March 31, 2009, we had working capital of $25,862 compared with $44,348 as
of March 31, 2008.
We have not generated revenue since the date of inception. 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
any significant changes in the number of our employees.
RESULTS OF OPERATIONS.
We posted an operating loss of $18,486 for the fiscal year ending March 31,
2009, due primarily to operating expenses and professional fees. This was a
decrease from the operating loss of $29,374 for the previous fiscal year.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS
AMP PRODUCTIONS, LTD.
(A development stage enterprise)
Financial Statements
(EXPRESSED IN U.S. DOLLARS)
March 31, 2009 and 2008
INDEX
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Stockholders' Equity
Statements of Operations
Statements of Cash Flows
Notes to Financial Statements
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, 2009 and 2008 and the
related statements of stockholders' equity, operations and cash flows for the
years ended March 31, 2009 and 2008, and from February 27, 2003 (date of
inception) to March 31, 2009. 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, 2009 and 2008
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, 2009 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
June 23, 2009 Chartered Accountants
AMP PRODUCTIONS, LTD.
(A development stage company)
Balance Sheets
March 31, 2009 and 2008
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------------------------------------------------------------------------
2009 2008
- ---------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 27,718 $ 45,345
- ---------------------------------------------------------------------------------------------
TOTAL ASSETS $ 27,718 $ 45,345
=============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,856 $ 997
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,856 997
- ---------------------------------------------------------------------------------------------
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 975 975
(March 31, 2008 - 9,750,000)
ADDITIONAL PAID-IN CAPITAL 166,825 166,825
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (141,938) (123,452)
- ---------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 25,862 44,348
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 27,718 $ 45,345
=============================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Stockholders' Equity
For the period from February 27, 2003 (inception) to March 31, 2009
(EXPRESSED IN U.S. DOLLARS)
- ---------------------------------------------------------------------------------------------------
Deficit
accumulated Total
Additional during stockholders'
Common stock paid-in development equity
Shares Amount capital stage (deficiency)
- ---------------------------------------------------------------------------------------------------
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 year - - - (18,486) (18,486)
Balance, March 31, 2009 9,750,000 $ 975 $ 166,825 $ (141,938) $ 25,862
===================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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
2009 2009 2008
- ------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting $ 42,393 $ 8,291 $ 8,665
Amortization 5,220 - 565
Bank charges 1,717 159 123
Consulting 7,350 - -
Interest on promissory note 87 - -
Legal 17,115 2,579 -
Listing and filing fees 8,236 - -
Office 7,384 1,640 1,646
Printing 1,525 - 511
Rent 21,412 - 744
Transfer Expenses 457 237 50
Travel 2,918 - -
Write off of options to acquire literary properties 22,000 - 17,000
- ------------------------------------------------------------------------------------------------
OPERATING (LOSS) (137,814) (12,906) (29,304)
- ------------------------------------------------------------------------------------------------
OTHER INCOME (LOSS)
Foreign exchange gain (loss) (4,124) (5,580) (70)
- ------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (141,938) $ (18,486) $ (29,374)
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.
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
2009 2009 2008
- --------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $(141,938) $ (18,486) $ (29,374)
Adjust for items not involving cash:
- amortization 5,220 - 565
- write off of literary options - - 17,000
Changes in other assets and liabilities:
- increase in prepaid expenses - - 477
- increase (decrease) in accounts payable and accrued liabilities 1,856 859 (1,893)
- increase in production in progress - - -
- decrease in due to a related party - - -
- --------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (134,862) (17,627) (13,225)
- --------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase equipment (5,220) - -
Options to acquire literary properties (5,000) - -
- --------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (10,220) - -
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 27,718 (17,627) (13,225)
CASH AND CASH EQUIVALENTS, beginning of period - 45,345 58,570
- --------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 27,718 $ 27,718 $ 45,345
========================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest expenses paid in cash $ 387 $ - $ -
========================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
AMP PRODUCTIONS, LTD.
(A development stage company)
Notes to Financial Statements
March 31, 2009 and 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. During the year, the Company has relocated its office
from Vancouver to 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 March 31, 2009 and 2008, the Company
has no cash equivalents and none of the cash and cash equivalents 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.
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 and
cash equivalents, 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) Financial instruments and concentration of risks
Fair value of financial instruments is made at a specific point in time, based
on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot be determined
with precision. Changes in assumptions can significantly affect estimated fair
values.
(i) 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.
(j) Stock-Based Compensation
SFAS No. 123 and 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 Company did not grant any stock options since its inception.
(k) 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 its inception.
(l) 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.
(m) 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.
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)
(n) 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, 2009, the film acquisition and development costs is $Nil (March 31, 2008:
$Nil)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
On April 1, 2008, the Company adopted SFAS No. 159, "Fair Value of Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
Statement No.115" ("SFAS 159"). SFAS 159 permits companies to choose to measure
certain financial instruments and other items at fair value using an
instrument-by-instrument election. The Company does not elect to use the fair
value option and therefore, the adoption of SFAS 159 did not have a material
impact on the Company's financial position or result of operations.
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. The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.
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.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts", an interpretation
of FASB Statement No. 60. SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AIPCA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In April, 2008, the FASB issued FSP. FAS 142-3, "Determination of the Useful
Life of Intangible Assets" ("FSP 142- 3"). In determining the useful life of
acquired intangible assets, FSP 142-3 removes the requirement to consider
whether an intangible asset can be renewed without substantial cost of material
modifications to the existing terms and conditions and, instead, requires an
entity to consider its own historical experience in renewing similar
arrangements. FSP 142-3 also requires expanded disclosure related to the
determination of intangible asset useful lives. FSP 142-3 is effective for
fiscal years beginning after December 15, 2008. The guidance for determining the
useful life of a recognized intangible asset must be applied prospectively to
intangible assets acquired after the effective date. Early adoption is
prohibited. The adoption of FSP 142-3 will not have a material impact on the
Company's financial position or result of operations.
In May 2008, the FASB issued FASB Staff Position ("FSP") No. APB 14-1
"Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion (Including Partial Cash Settlements)" (previously FSP APB 14-a),
which will change the accounting treatment for convertible securities which the
issuer may settle fully or partially in cash. Under the final FSP, cash settled
convertible securities will be separated into their debt and equity components.
The value assigned to the debt component will be the estimated fair value, as of
the issuance date, of a similar debt instrument without the conversion feature,
and the difference between the proceeds for the convertible debt and the amount
reflected as a debt liability will be recorded as additional paid-in capital. As
a result, the debt will be recorded at a discount reflecting its below market
coupon interest rate. The debt will subsequently be accreted to its par value
over its expected life, with the rate of interest that reflects the market rate
at issuance being reflected on the income statement. This change in methodology
will affect the calculations of net income and earnings per share for many
issuers of cash settled convertible securities. The FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. The adoption will not have a
material effect on the Company's financial statements.
In June 2008, the FASB issued Financial Statement of Position ("FSP") EITF
03-6-1, "Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities." FSP EITF 03-6-1 provides that
unvested share-based payment awards that contain non-forfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings per share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years. Upon
adoption, a company is required to retrospectively adjust its earnings per share
data (including any amounts related to interim periods, summaries of earnings
and selected financial data) to conform with the provisions of FSP EITF 03-6-1.
The adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.
In December 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets". This new standard requires enhanced
disclosures about plan assets in an employer's defined benefit pension or other
postretirement plan. Companies will be required to disclose information about
how investment allocation decisions are made, the fair value of each major
category of plan assets, the basis used to determine the overall expected
long-term rate of return on assets assumption, a description of the inputs and
valuation techniques used to develop fair value measurements of plan assets, and
significant concentrations of credit risk. This statement is effective for
fiscal years ending after December 15, 2009. The adoption of this statement is
not expected to have a material effect on the Company's future financial
position or results of operations.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
In April 2009, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position ("FSP") FAS 107-1 and APB 28-1, "Interim Disclosures about Fair
Value of Financial Instruments ("FAS 107-1 and APB 28-1"), which amends SFAS No.
107, "Disclosures about Fair Value of Financial Instruments," and APB opinion
No. 28, "Interim Financial Reporting," to require disclosures about fair value
of financial instruments in interim as well as in annual financial statements.
FSP FAS 107-1 and ABP 28-1 is effective for interim reporting periods ending
after June 15, 2009. The adoption of the FSP FAS 107-1 and ABP 28-1 will not
have an material impact on the Company's financial position, results of
operations or cash flows.
In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active, which addresses
the application of Statement of Financial Accounting Standards ("SFAS") No.157
for illiquid financial instruments. FSP FAS 157-3 clarifies that approaches to
determining fair value other than the market approach may be appropriate when
the market for a financial asset is not active. The Company does not expect the
adoption of FSP FAS 157-3 to have a material effect on the Company's financial
statements.
In November 2008, the Emerging Issues Task Force issued EITF No. 08-6, "Equity
Method Investment Accounting Considerations" ("EITF 08-6") that addresses how
the initial carrying value of an equity method investment should be determined,
how an impairment assessment of an underlying indefinite-lived intangible asset
of an equity method investment should be performed, how an equity method
investee's issuance of shares should be accounted for, and how to account for a
change in an investment from the equity method to the cost method. EITF 08-6
shall be effective in fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years. EITF 08-6 shall be applied
prospectively with early application prohibited. The impact of adopting EITF
08-6 will not have a material impact on our financial condition or results of
operations.
In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS
124-2 ("FSP FAS 115-2 and FAS 124-2"), "Recognition and Presentation of
Other-Than-Temporary Impairments". The FSP amends the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. This FSP does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. The
Company is required to adopt FSP FAS 115-2 and FAS 124-2 in the fiscal year
2009. The Company does not currently believe that adopting this FSP will have a
material impact on the Company's financial statements.
In April 2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS
157-4"), "Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly". The FSP provides additional guidance for estimating fair
value in accordance with FASB Statement No. 157, "Fair Value Measurements", when
the volume and level of activity for the asset or liability have significantly
decreased. This FSP also includes guidance on identifying circumstances that
indicate a transaction is not orderly. The Company is required to adopt FSP FAS
157-4 in the fiscal year 2009. The Company does not currently believe that
adopting this FSP will have a material impact on the Company's financial
statements.
2.
INCOME TAXES
As at March 31, 2009, the Company has estimated net operating losses carry
forward for tax purposes of $142,000, which will expire starting 2024 through
2029. 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:
- -------------------------------------------------------
2009 2008
- -------------------------------------------------------
Tax loss carry forwards $ 21,000 $ 18,000
Valuation allowance (21,000) (18,000)
- -------------------------------------------------------
$ - $ -
=======================================================
3. RELATED PARTY TRANSACTIONS
Included in accounts payable and accrued liabilities, $1,065 (March 31, 2008:
$Nil) is payable to a company controlled by the Director of the Company for
normal operation expenses.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with our independent accountants
since our inception as required to be disclosed pursuant to Item 304(b) of
Regulation S-K.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of March 31, 2009, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer (who are one and the same person), of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended. Based solely on the material
weaknesses described below, our Chief Executive Officer and Chief Financial
Officer concluded that, as of March 31, 2009, the Company's disclosure controls
and procedures were not effective:
1. We presently have only one officer and no employees. Inasmuch as there
is no segregation of duties within the Company, there is no management
oversight, no one to review control documentation and no control documentation
is being produced.
CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES
There were no changes in disclosure controls and procedures that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially effect, our disclosure controls and procedures.
We will not be implementing any changes to our disclosure controls and
procedures until there is a significant change in our operations or capital
resources.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO (who are one and the same person),
does not expect that our disclosure controls and internal controls will prevent
all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of our CEO and CFO (who are one and the same person). The
Certifications are required in accordance with Section 302 of the Sarbanes-Oxley
Act of 2002 (the Section 302 Certifications). This Item of this report is the
information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our internal control over financial reporting is a process designed
to provide reasonable assurance to our management and board of directors
regarding the reliability of financial reporting and the preparation of the
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting
may not prevent or detect misstatements. All internal control systems, no matter
how well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial
reporting as of March 31, 2009. In making this assessment, it used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based solely on the
material weaknesses described below, our management has concluded that, as of
March 31, 2009, the Company's internal control over financial reporting was not
effective. Management has identified the following deficiencies that, when
aggregated, may possibly be viewed as a material weakness in our internal
control over financial reporting as of March 31, 2009:
1. We do not have an Audit Committee - While not being legally obligated to
have an audit committee, it is our management's view that such a committee,
including a financial expert member, is an utmost important entity level control
over our financial statements. To date we have not established an audit
committee.
2. Insufficient documentation of financial statement preparation and review
procedures - We employ policies and procedures in reconciliation of the
financial statements and the financial information based on which the financial
statements are prepared. Notwithstanding, the controls and policies we employ
are not sufficiently documented.
3. We did not maintain proper segregation of duties for the preparation of
our financial statements - As of March 31, 2009, the majority of the preparation
of financial statements was carried out by one person. Additionally, we
currently only have two officers/directors having oversight on all transactions.
This has resulted in several deficiencies including:
a. Significant, non-standard journal entries were prepared and approved by
the same person, without being checked or approved by any other personnel.
b. Lack of control over preparation of financial statements, and proper
application of accounting policies.
4. We lack sufficient information technology controls and procedures - As of
March 31, 2009, we lacked a proper data back up procedure, and while backup did
take place in actuality, we believe that it was not regulated by methodical and
consistent activities and monitoring.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We have also established and evaluated our internal control over financial
reporting, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent to
the date of their last evaluation. Nor have there have been any changes in our
internal control over financial reporting during the last fiscal quarter. We do
not intend to implement any changes to our internal control over financial
reporting until there is a significant change in our level of operations and
capital resources.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. We
are not required to provide an attestation report by our registered public
accounting firm pursuant to the rules of the Securities and Exchange Commission.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
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.
- ----------------------------------------------------------------
Period Served as
Name Position Age Director/Officer
- ----------------------------------------------------------------
Thomas E. Mills President, Treasurer, 41 03/03/03 to present
Secretary, Director
- ----------------------------------------------------------------
Thomas E. Mills serves as our President, Secretary, Treasurer and our sole
director. In 2001, Mr. Mills took the position of President of Scarab Systems,
Inc., a privately held Nevada corporation in the business of providing
electronic payment solutions to the e-commerce sector. In July 2002, Scarab
Systems, Inc. was acquired by iRV, Inc., a Colorado corporation having its
shares quoted on the NASD OTC:BB (trading symbol: IRVV), in a reverse takeover.
Under the terms of the acquisition, Mr. Mills became President, Chief Executive
Officer and a director of iRV, Inc. On March 24, 2003, iRV, Inc. changed its
name to Scarab Systems, Inc. Scarab Systems, Inc. subsequently changed its
business from e-commerce solutions to oil and gas exploration. On July 8, 2004,
Scarab Systems, Inc. changes its name to Torrent Energy Corp. On September 21,
2004, Mr. Mills resigned as President and a director of Torrent Energy Corp.
Mr. Mills was a director and executive officer of Kingston Mines, Ltd., a
mineral exploration company, from July 2005 to March 2008. Since June 2005, Mr.
Mills has been the President, CEO and a director of Thrust Energy Corp., an oil
and gas exploration company. Since February 2009, Mr. Mills has also been the
sole executive officer and director of Novagen Solar (Canada) Ltd., a privately
held enterprise engaged in the sale of photovoltaic products. Mr. Mills
maintains a part-time legal practice to which he devotes not more than 25 hours
per week. Mr. Mills 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. He was called to the Bar of
British Columbia in 1997.
All directors serve for terms of one year each, and are subject to re-election
at our regular Annual Meeting of Shareholders, unless they earlier resign.
There are no material proceedings to which any of our directors, officers or
affiliates, any owner of record or beneficially of more than five percent of any
class of our voting securities, or any associate of any such director, officer,
affiliate, or security holder is a party adverse to us or any of our
subsidiaries or has a material interest adverse to us or any of our
subsidiaries.
We have attempted and will continue to attempt to insure that any transactions
between us and our officers, directors, principal shareholders, or other
affiliates have been and will be on terms no less favorable to us than could be
obtained from unaffiliated third parties on an arm's-length basis.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Except as noted herein or below, during the last five-(5) years none of our
directors or officers 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.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the Securities Laws of the United States, the Company's Directors, our
Executive (and certain other) Officers, and any persons holding more than ten
percent of the Company's common stock are required to report their ownership of
the Company's common stock and any changes in that ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to report in this report any failure to
file by these dates.
All of these filing requirements were satisfied by the Company's Officers,
Directors, and ten-percent holders.
In making these statements, we have relied on the written representation of our
Directors and Officers or copies of the reports that they have filed with the
Commission.
COMMITTEES OF THE BOARD
All proceedings of the board of directors for the fiscal year ended March 31,
2009 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 registration statement.
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 407(d)(5) of Regulation S-K, 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. Our board of directors 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.
CODE OF ETHICS
The Company has adopted a Code of Ethics for Senior Financial Officers that is
applicable to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. A copy of our Code of Ethics for Senior Financial Officers is filed
as an exhibit to this annual report on Form 10-K.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
ITEM 11. 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
As of March 31, 2009, the following table sets forth information known by our
management regarding beneficial ownership of our common stock at the date of
this prospectus by: each person known by us to own, directly or beneficially,
more than 5% of our common stock; each of our executive officers and directors;
and, all of our officers and directors as a group.
Except as otherwise indicated, our management believes that the beneficial
owners of the common stock listed below, based on information furnished by the
owners, own the shares directly and have sole investment and voting power over
the shares.
- --------------------------------------------------------------------------------
Name Shares Beneficially Owned %
- --------------------------------------------------------------------------------
Thomas E. Mills 6,000,000 62%
- --------------------------------------------------------------------------------
Directors and officers as a group (one person) 6,000,000 62%
Gisela Mills 2,000,000 21%
- --------------------------------------------------------------------------------
Total Other 5% Owners (one person) 2,000,000 21%
- --------------------------------------------------------------------------------
Total Shares Issued and Outstanding 9,750,000 100%
================================================================================
The address for all our officers, directors and 10% shareholders is 1440-3044
Bloor Street West, Toronto, Ontario M8X 2Y8.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
As at March 31, 2009, $1,065 is owed to a company controlled by the Director of
the Company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
The aggregate fees billed by Chang Lee LLP Chartered Accountants for
professional services rendered for the audit of our annual financial statements
included in this Annual Report on Form 10-K for the fiscal years ended March 31,
2009 and 2008 were $4,709 and $5,537 respectively.
AUDIT RELATED FEES
For the fiscal years ended March 31, 2009 and 2008, the aggregate fees billed
for assurance and related services by Chang Lee LLP Chartered Accountants
relating to our quarterly financial statements which are not reported under the
caption "Audit Fees" above, were $2,692 and $2,800 respectively.
TAX FEES
For the fiscal years ended March 31, 2009 and 2008, the aggregate fees billed
for tax compliance, by Chang Lee LLP Chartered Accountants were nil.
ALL OTHER FEES
For the fiscal years ended March 31, 2009 and 2008, the aggregate fees billed by
Chang Lee LLP Chartered Accountants for other non-audit professional services,
other than those services listed above, totaled $Nil.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Chang & Lee is engaged by us or our subsidiaries to render
any auditing or permitted non-audit related service, the engagement be:
- - approved by our audit committee; or
- - entered into pursuant to pre-approval policies and procedures established by
the audit committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does not have records of what percentage of the above fees were
pre-approved. However, all of the above services and fees were reviewed and
approved by the entire board of directors either before or after the respective
services were rendered.
PART IV
ITEM 13. EXHIBITS
EXHIBIT NO. TITLE
3.1 Articles of Incorporation, AMP Productions, Ltd., incorporated
by reference from the Form 10-KSB filed June 24, 2004
3.2 Amended and Restated Bylaws, AMP Productions, Ltd., incorporate
by reference from the Form 10-KSB filed July 10, 2006
4.1 Form of Stock certificate, AMP Productions, Ltd., incorporated
by reference from the Form 10-KSB filed June 24, 2004
14.1 Code of Ethics for Senior Financial Officers, AMP Productions,
Ltd., incorporated by reference from the Form 10-KSB filed
June 24, 2004
31.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 17CFR 240.13a-14(a) or 17CFR 240.15d-14(a)
32.1 Certification pursuant to 18 U.S.C. Section 1350
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMP PRODUCTIONS, LTD.
Date: June 29, 2009 By:/s/ Thomas Mills
Thomas E. Mills
Chief Executive Officer, President,
Chief Financial Officer and
Principal Accounting Office
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Thomas Mills Chief Executive Officer, President, June 29, 2009
Thomas E. Mills Chief Financial Officer,
Principal Accounting Officer
& a director