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 September 30, 2010
[ ] 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) 628-5375
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 September 30, 2010 the Issuer had 975,000 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
September 30, 2010
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- -----------------------------------------------------------------------------------------------------------------------
September 30, 2010 March 31, 2010
- -----------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Prepaid expenses $ - $ 7,500
TOTAL ASSETS $ - $ 7,500
=======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,703 $ 1,147
Due to a related party 3,741 2,434
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 11,444 3,581
- -----------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
100,000,000 preferred shares with a par value of $0.0001 per share
Preferred shares issued and outstanding: Nil
900,000,000 common stocks with a par value of $0.0001 per share
Common shares issued and outstanding: 975,000 (March 31, 2010 - 975,000) 98 98
ADDITIONAL PAID-IN CAPITAL 167,702 167,702
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (179,244) (163,881)
- -----------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (11,444) 3,919
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 7,500
=======================================================================================================================
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 September 30, 2010
(Unaudited - Prepared By Management)
(EXPRESSED IN U.S. DOLLARS)
- -----------------------------------------------------------------------------------------------------------------
Deficit Total
accumulated stockholders'
Common stock Additional during equity
Shares Amount paid-in capital development stage (deficiency)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005 975,000 $ 98 $ 167,702 $ (50,615) $ 117,185
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (26,688) (26,688)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2006 975,000 $ 98 $ 167,702 $ (77,303) $ 90,497
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (16,775) (16,775)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2007 975,000 $ 98 $ 167,702 $ (94,078) $ 73,722
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (29,374) (29,374)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2008 975,000 $ 98 $ 167,702 $ (123,452) $ 44,348
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (18,486) (18,486)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2009 975,000 $ 98 $ 167,702 $ (141,938) $ 25,862
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - (21,943) (21,973)
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2010 975,000 $ 98 $ 167,702 $ (163,881) $ 3,919
- -----------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period - - - (15,363) (15,363)
- -----------------------------------------------------------------------------------------------------------------
Balance, September 30, 2010 975,000 $ 98 $ 167,702 $ (179,244) $ (11,444)
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Operations and Comprehensive Loss
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------------------
Cumulative
February 27
2003
(inception) to Three months ended Six months ended
September 30 September 30 September 30
2010 2010 2009 2010 2009
- --------------------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Amortization 5,220 - - - -
Bank charges 1,828 - 28 - 85
Consulting 7,350 - - - -
Interest on promissory note 87 - - - -
Listing and filing fees 8,236 - - -
Office 9,753 348 1,210 348 1,210
Printing 1,525 - - - -
Professional fees 96,344 1,530 9,768 14,365 15,188
Rent 21,412 - - - -
Transfer agent fees 1,577 390 363 650 520
Travel 2,918 - - - -
Write off of options to acquire literary properties 22,000 - - - -
- --------------------------------------------------------------------------------------------------------------------
OPERATING (LOSS) (178,250) (2,268) (11,369) (15,363) (17,003)
- --------------------------------------------------------------------------------------------------------------------
OTHER INCOME (LOSS)
Foreign exchange gain (loss) (994) - 1,551 - 3,130
- --------------------------------------------------------------------------------------------------------------------
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (179,244) $ (2,268) $ (9,818) $(15,363) $(13,873)
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.02) $ (0.00)
====================================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- basic and diluted 975,000 975,000 975,000 975,000
====================================================================================================================
The accompanying notes are an integral part of these financial statements.
AMP PRODUCTIONS, LTD.
(A development stage company)
Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------------------
Cumulative
February 27
2003 Six months Six months
(inception) to ended ended
September 30 September 30 September 30
2010 2010 2009
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $ (179,244) $ (15,363) $ (13,873)
Adjust for items not involving cash:
- amortization 5,220 - 5,220
CHANGES IN OTHER ASSETS AND LIABILITIES:
- decrease (increase) in prepaid expenses - 7,500 -
- increase (decrease) in accounts payable and accrued liabilities 7,703 6,556 (531)
- ----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (166,321) (1,307) (14,404)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Option to acquire literary properties (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 - -
Due to a related party 3,741 1,307 -
- ----------------------------------------------------------------------------------------------------------------
NET CASH FLOWS USED IN FINANCING ACTIVITIE 176,541 1,307 -
- ----------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - (14,404)
CASH AND CASH EQUIVALENTS, beginning of period - - 27,718
- ----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ - $ - $ 13,314
================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 387 $ - $ -
================================================================================================================
Income taxes paid $ - $ - $ -
================================================================================================================
The accompanying notes are an integral part of these financial statements.
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 by Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") Topic 915 "Development Stage Entities". The Company has an
office in Toronto, Canada.
On July 30, 2010, the controlling shareholders of the Company consented to a
proposed 1-for-10 reverse split of the Company's issued and outstanding common
stock, an increase in the Company's authorized common stock to 900,000,000
shares, and the authorization of 100,000,000 shares of preferred stock. The
corporate action was approved by FINRA on September 17, 2010 and effective in
the State of Nevada on September 23, 2010. The financial statements of the
Company have been restated to reflect the 1-for-10 reverse split.
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 / debt financing.
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 September 30, 2010 and March 31,
2010, the Company had $nil and $nil cash and cash equivalents, respectively.
(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
Basic earnings or loss per share is based on the weighted average number of
shares outstanding during the period of the financial statements. Diluted
earnings or loss per share are based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value, when applicable. Diluted loss per share is equivalent to basic
loss per share because there are no potential dilutive securities.
(e) Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions. As of September 30, 2010 and March 31, 2010, the
Company had $nil and $nil cash and cash equivalents, respectively.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(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.
(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 accounts
payable and accrued liabilities and due to a related party. Fair values were
assumed to approximate carrying values for these financial instruments, except
where noted, since they are short term in nature 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.
ASC Topic 820-10, Fair Value Measurements and Disclosures, defines fair value
and establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements. ASC Topic 820-10 does not require any
new fair value measurements, but provides guidance on how to measure fair value
by providing a fair value hierarchy used to classify the source of the
information. The fair value hierarchy distinguishes between assumptions based on
market data (observable inputs) and an entity's own assumptions (unobservable
inputs). The hierarchy consists of three levels:
- - Level one - Quoted market prices in active markets for identical assets or
liabilities;
- - Level two - Inputs other than level one inputs that are either directly or
indirectly observable; and
- - Level three - Unobservable inputs developed using estimates and
assumptions, which are developed by the reporting entity and reflect those
assumptions that a market participant would use.
(h) Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns using the liability method. Under this
method, deferred tax liabilities and assets are determined based on the
temporary difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. A valuation allowance is provided for the
portion of deferred tax assets that is more likely than not to be unrealized.
(i) Stock-Based Compensation
ASC 718, "Compensation - Stock Compensation", requires the Company to expense
stock options based on fair value in its financial statements. Further, the
adoption of ASC 718 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.
(j) Comprehensive Income
Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. The Company has no elements of "other
comprehensive income" since its inception.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Equipment
Equipment consists of computer equipment, which is stated at cost and is
depreciated under the straight-line method over the estimated useful lives of
the asset. Expenditures for betterments and additions are capitalized, while
replacement, maintenance and repairs, which do not extend the lives of the
respective assets, are charged to expense when incurred.
(l) Long-Lived Assets Impairment
Long-lived assets of the Company are reviewed when changes in circumstances
require as to whether their carrying value has become impaired, pursuant to
guidance established in ASC 360, "Property, Plant and Equipment", 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.
(m) Film costs
Film costs (Option to acquire literary properties and production in progress),
including acquisition and development costs, are deferred and amortized by the
individual-film-forecast-computation method as required by ASC 926-20,
"Entertainment - Film Costs". 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
September 30, 2010, the film acquisition and development costs is $Nil
(September 30, 2009: $Nil)
(n) Newly Adopted Accounting Pronouncements and New Accounting
Pronouncements
In January 2010, the FASB issued ASU No. 2010-06 regarding fair value
measurements and disclosures and improvement in the disclosure about fair value
measurements. This ASU requires additional disclosures regarding significant
transfers in and out of Levels 1 and 2 of fair value measurements, including a
description of the reasons for the transfers. Further, this ASU requires
additional disclosures for the activity in Level 3 fair value measurements,
requiring presentation of information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements. This ASU is
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company is currently evaluating the
impact of this ASU; however, the Company does not expect the adoption of this
ASU to have a material impact on our financial statements.
In February 2010, the FASB issued ASC No. 2010-09, "Amendments to Certain
Recognition and Disclosure Requirements", which eliminates the requirement for
SEC filers to disclose the date through which an entity has evaluated subsequent
events. ASC No. 2010-09 is effective for its fiscal quarter beginning after 15
December 2010. The adoption of ASC No. 2010-09 is not expected to have a
material impact on the Company's financial statements
ASU No. 2010-13 was issued in April 2010, and clarified the classification of an
employee share based payment award with an exercise price denominated in the
currency of a market in which the underlying security trades. This ASU will be
effective for the first fiscal quarter beginning after December 15, 2010, with
early adoption permitted. The adoption of ASU No. 2010-13 is not expected to
have a material impact on the Company's financial statements.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the Company's financial statements
upon adoption.
3. RELATED PARTY TRANSACTIONS
During the period ended September 30, 2010, $3,741 (September 30, 2009: $Nil) is
payable to a company controlled by a person related to the Director of the
Company for expenses incurred on behalf of the Company, of which $200 (September
30, 2009: $Nil) were incurred during the three month period ended September 30,
2010.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 September 30, 2010, we had no assets. This is a decrease from $7,500 in
total assets as of March 31, 2010. The decrease was due to prepaid expenses
being expensed.
As of September 30, 2010, our total liabilities increased to $11,444 from $3,581
as of March 31, 2010, primarily due an increase in accounts payable to a related
party for professional fees paid on our behalf.
We have not generated revenue since the date of inception. We do not presently
have sufficient capital to sustain minimal operations for the next 12 months,
but our President has undertaken to provide such financing as may be required in
that regard. We will be required to raise additional capital in order to fund
operations.
We will be required to pursue sources of additional capital through various
means, including joint venture projects and debt or equity financings. Future
financings through equity investments are likely to be dilutive to existing
stockholders. Also, the terms of securities we may issue in future capital
transactions may be more favorable for our new investors. Newly issued
securities may include preferences, superior voting rights, and the issuance of
warrants or other derivative securities, which may have additional dilutive
effects. Further, we may incur substantial costs in pursuing future capital and
financing, including investment banking fees, legal fees, accounting fees,
printing and distribution expenses and other costs. We may also be required to
recognize non-cash expenses in connection with certain securities we may issue,
such as convertible notes and warrants, which will adversely impact our
financial condition.
Our ability to obtain needed financing may be impaired by such factors as the
capital markets, both generally and specifically in the film industry, and the
fact that we have not been profitable, which could impact the availability or
cost of future financings. If the amount of capital we are able to raise from
financing activities, together with our revenue from operations, is not
sufficient to satisfy our capital needs, even to the extent that we reduce our
operations accordingly, we may be required to cease operations.
There is no assurance that we will be able to obtain financing on terms
satisfactory to use, or at all. We do not have any arrangements in place for
any future financing. If we are unable to secure additional funding, we may
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.
We do not expect to purchase or sell any significant equipment over the next 12
months, nor do we expect any significant changes in the number of our employees.
RESULTS OF OPERATIONS.
We posted an operating loss of $2,268 for the three-month period ended September
30, 2010, due primarily to an increase in professional fees. This was a
decrease from the operating loss of $11,369 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 September 30, 2010, 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 6. EXHIBITS
EXHIBIT DESCRIPTION
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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: November 8, 2010 /s/ Thomas Mills
Thomas E. Mills
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer