UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 # 000-51824
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)
Issuer's telephone number: (604) 608-7654
Securities registered under Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer 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 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
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 30, 2009 the Issuer had 9,750,000 shares of its Common Stock
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMP PRODUCTIONS, LTD.
(A development stage company)
Balance Sheets
June 30, 2009
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------
June 30, 2009 March 31, 2009
- ----------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 28,546 $ 27,718
- ----------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 28,546 $ 27,718
====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,739 $ 1,856
- ----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 6,739 1,856
- ----------------------------------------------------------------------------------------------------
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, 2009 - 9,750,000)
ADDITIONAL PAID-IN CAPITAL 166,825 166,825
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (145,993) (141,938)
- ----------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 21,807 25,862
- ----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 28,546 $ 27,718
====================================================================================================
The accompanying notes are an integral part of these financial statements
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Stockholders' Equity (Deficiency)
For the period from February 27, 2003 (inception) to June 30, 2009
(Unaudited - Prepared By Management)
(EXPRESSED IN U.S. DOLLARS)
- -----------------------------------------------------------------------------------------------------------
Deficit
accumulated Total
during stockholders'
Common stock Additional development equity
Shares Amount paid-in 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
- -----------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period - - - (4,055) (4,055)
- -----------------------------------------------------------------------------------------------------------
Balance, June 30, 2009 9,750,000 $ 975 $ 166,825 $ (145,993) 21,807
===========================================================================================================
The accompanying notes are an integral part of these financial statements
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
2009 2009 2008
- -----------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting $ 47,813 $ 5,420 $ 5,537
Amortization 5,220 - -
Bank charges 1,774 57 69
Consulting 7,350 - -
Interest on promissory note 87 - -
Legal 17,115 - -
Listing and filing fees 8,236 - -
Office 7,384 - 544
Printing 1,525 - -
Rent 21,412 - -
Transfer Expenses 614 157 -
Travel 2,918 - -
Write off of options to acquire literary properties 22,000 - -
- -----------------------------------------------------------------------------------------------------
OPERATING (LOSS) (143,448) (5,634) (6,150)
- -----------------------------------------------------------------------------------------------------
OTHER INCOME
Foreign exchange gain (loss) (2,545) 1,579 -
- -----------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (145,993) $ (4,055) $ (6,150)
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.
(a)
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
2009 2009 2008
- ------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $ (145,993) $ (4,055) $ (6,150)
Adjust for items not involving cash:
- amortization 5,220 - -
CHANGES IN OTHER ASSETS AND LIABILITIES:
- (increase) in prepaid expenses - - (235)
- increase (decrease) in accounts payable and accrued liabilities 6,739 4,883 (453)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (134,034) 828 (6,838)
- ------------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of screenplays (5,000) - -
Purchase equipment (5,220) - -
- ------------------------------------------------------------------------------------------------------------------
Net cash flows used in investing activities (10,220) - -
- ------------------------------------------------------------------------------------------------------------------
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 28,546 828 (6,838)
CASH AND CASH EQUIVALENTS, beginning of period - 27,718 45,345
- ------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 28,546 $ 28,546 $ 38,507
==================================================================================================================
SUPPLEMENTAL DISCLOSURE 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
June 30, 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 June 30, 2009 and 2008, the Company
had no cash equivalents and none of the cash and cash equivalents was 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.
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 June
30, 2009, the film acquisition and development costs is $Nil (June 30, 2008:
$Nil)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
On April 1, 2009, the Company adopted 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. The adoption did
not have a material impact on the Company's financial position or result of
operations.
On April 1, 2009, the Company adopted 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. The adoption of this statement did not have a material
effect on the Company's future financial position or results of operations.
On April 1, 2009, the Company adopted 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. The adoption of this statement did not have a material effect on the
Company's future financial position or results of operations.
On April 1, 2009, the Company adopted 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. The adoption of SFAS No. 163 did not
have a material effect on the Company's financial position, statements of
operations, or cash flows at this time.
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.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
On April 1, 2009, the Company adopted FSP 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. 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 did not have a material impact on the
Company's financial position or result of operations.
On April 1, 2009, the Company adopted 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 adoption did not have a
material effect on the Company's financial statements.
On April 1, 2009, the Company adopted 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. 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 did not 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.
On April 1, 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.
The adoption of the FSP FAS 107-1 and ABP 28-1 did not have a material impact on
the Company's financial position, results of operations or cash flows.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
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. FST FAS 157-3 was effective
upon issuance, including prior periods for which financial statements have not
been issued. The adoption of FSP FAS 157-3 had no impact on the Company's
results of operations, financial condition or cash flows.
On April 1, 2009, the Company adopted 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. The adoption of EITF 08-6
did not have a material impact on our financial condition or results of
operations.
On April 1, 2009, the Company adopted 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
adoption did not have a material impact on the Company's financial statements.
On April 1, 2009, the Company adopted 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 adoption did not have a material
impact on the Company's financial statements.
In June 2009, the FASB issued FASB No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162 ("SFAS 168"). SFAS 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by non-governmental entities in
the preparation of financial statements in conformity with GAAP in the United
States. SFAS 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009.
In June 2009, the FASB issued FASB Statement No. 167 "Amendments to FASB
Interpretation No. 46(R)" ("FAS 167"). FAS 167 is a revision to FASB
Interpretation No. 46 (Revised December 2003), Consolidation of Variable
Interest Entities, and changes how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated. The determination of whether a reporting
entity is required to consolidate another entity is based on, among other
things, the other entity's purpose and design and the reporting entity's ability
to direct the activities of the other entity that most significantly impact the
other entity's economic performance. FAS 167 will require a reporting entity to
provide additional disclosures about its involvement with variable interest
entities and any significant changes in risk exposure due to that involvement. A
reporting entity will be required to disclose how its involvement with a
variable interest entity affects the reporting entity's financial statements.
FAS 167 will be effective at the start of a reporting entity's first fiscal year
beginning after November 15, 2009. Early application is not permitted. The
Company is currently evaluating the impact, if any, of adoption of FAS 167 on
its financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
In June 2009, the FASB issued FASB No. 166, Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140 ("SFAS 166"). SFAS 166
requires additional disclosures about the transfer and derecognition of
financial assets and eliminates the concept of qualifying special-purpose
entities under SFAS 140. SFAS 166 is effective for fiscal years beginning after
November 15, 2009.
On April 1, 2009, the Company adopted FASB Statement No. 165, "Subsequent
Events" ("FAS 165"). FAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued. This statement does not apply to subsequent
events or transactions that are within the scope of other applicable generally
accepted accounting principles that provide different guidance on the accounting
treatment for subsequent events or transactions. FAS 165 would apply to both
interim financial statements and annual financial statements and should not
result in significant changes in the subsequent events that are reported. FAS
165 introduces the concept of financial statements being available to be issued.
It requires the disclosure of the date through which a Company has evaluated
subsequent events and the basis for that date, whether that represents the date
the financial statements were issued or were available to be issued. FAS 165
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption did not have a material impact on the Company's
financial statements.
2. RELATED PARTY TRANSACTIONS
Included in accounts payable and accrued liabilities, $1,065 (June 30, 2008:
$Nil) is payable to a company controlled by the Director of the Company for
normal operation expenses.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
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 June 30, 2009, we had total assets of $28,546, comprised entirely of cash.
This is an increase from $27,718 in total assets as of March 31, 2009,
attributable to foreign exchange gain.
As of June 30, 2009, our total liabilities increased to $6,739 from $1,856 as of
March 31, 2009, primarily due an increase in accounts payable.
As of June 30, 2009, we had working capital of $21,807 compared with $25,862 as
of March 31, 2009.
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.
RESULTS OF OPERATIONS.
We posted an operating loss of $4,055 for the period ended June 30, 2009, due
primarily to operating expenses, professional fees and foreign exchange gain.
This was a decrease from the operating loss of $6,150 for the same period in
fiscal 2009.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
end of the period covered by the quarterly report, being June 30, 2009, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president. Based upon that evaluation, our
company's president concluded that our company's disclosure controls and
procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.
Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including
our president and secretary as appropriate, to allow timely decisions regarding
required disclosure.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings and to its
knowledge, no such proceedings are threatened or contemplated.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
At present, our common stock is quoted on the OTC bulletin board under the
symbol "AMPC".
On June 30, 2009, 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
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.
ITEM 3. DEFAULT UPON SENIOR NOTES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Officers' Certification
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMP PRODUCTIONS, LTD.
Date: August 11, 2009 /s/ Thomas Mills
Thomas E. Mills
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer