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 December 31, 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 (Address of principal executive offices) M8X 2Y8 (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 December 31, 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 December 31, 2010 (Unaudited - Prepared by Management) (EXPRESSED IN U.S. DOLLARS) - --------------------------------------------------------------------------------------------------------------------- December 31, 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 $ 5,428 $ 1,147 Due to a related party 12,025 2,434 - --------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 17,453 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 (185,253) (163,881) - --------------------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY (17,453) 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 December 31, 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 - - - (21,372) (21,372) - ------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2010 975,000 $ 98 $ 167,702 $ (185,253) $ (17,453) ================================================================================================================== 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 Nine months ended December 31 December 31 December 31 2010 2010 2009 2010 2009 - -------------------------------------------------------------------------------------------------------------------------- GENERAL AND ADMINISTRATIVE EXPENSES Amortization 5,220 - - - - Bank charges 1,828 - 26 - 111 Consulting 7,350 - - - - Interest on promissory note 87 - - - - Listing and filing fees 8,236 - - - - Office 11,318 1,419 (31) 1,767 1,179 Printing 1,525 - - - - Professional fees 100,438 4,240 6,423 18,605 21,611 Rent 21,412 - - - - Transfer agent fees 1,927 350 (150) 1,000 370 Travel 2,918 - - - - Write off of options to acquire literary properties 22,000 - - - - - -------------------------------------------------------------------------------------------------------------------------- OPERATING (LOSS) (184,259) (6,009) (6,268) (21,372) (23,271) - -------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (LOSS) Foreign exchange gain (loss) (994) - - - 3,130 - -------------------------------------------------------------------------------------------------------------------------- NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (185,253) $ (6,009) $ (6,268) $ (21,372) $ (20,141) BASIC AND DILUTED LOSS PER SHARE (0.00) $ (0.00) $ (0.02) $ (0.02) ========================================================================================================================== 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 Nine months Nine months (inception) to ended ended December 31 December 31 December 31 2010 2010 2009 - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Loss for the period $ (185,253) $ (21,372) $ (20,141) Adjust for items not involving cash: - amortization 5,220 - - CHANGES IN OTHER ASSETS AND LIABILITIES: - decrease (increase) in prepaid expenses - 7,500 (7,500) - increase (decrease) in accounts payable and accrued liabilities 5,428 4,281 (77) - ------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (174,605) (9,591) (27,718) - ------------------------------------------------------------------------------------------------------------- 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 12,025 9,591 - - ------------------------------------------------------------------------------------------------------------- NET CASH FLOWS FROM FINANCING ACTIVITIES 184,825 9,591 - - ------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - (27,718) CASH AND CASH EQUIVALENTS, beginning of period - - 27,718 - ------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, end of period $ - $ - $ - ============================================================================================================= 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 December 31, 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 December 31, 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 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 December 31, 2010, the film acquisition and development costs is $Nil (March 31, 2010 : $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 December 31, 2010, $12,025 (March 31, 2010: $3,541) is payable to a Director of the Company for expenses paid or incurred on behalf of the Company, of which $8,283 (December 31, 2009: $Nil) were paid by the Director the three month period ended December 31, 2010. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements regarding future events and our future results that are subject to the safe harbor provisions created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "may," variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. 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 of $184,259 as at December 31, 2010 and net cash outflows from operations of $174,605 as at December 31, 2010. 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 December 31, 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 December 31, 2010, our total liabilities increased to $17,453 from $3,581 as of March 31, 2010, primarily due an increase in accounts payable to a director 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 $6,009 for the three-month period ended December 31, 2010, due primarily to an increase in professional fees. This was a decrease from the operating loss of $6,268 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 December 31, 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: February 11, 2011 /s/ Thomas Mills Thomas E. Mills President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer